September 19, 2005
Mr. Robert Dultz
Chairman and Chief Executive Officer
USCORP
4535 W. Sahara Ave. Suite 204
Las Vegas, NV 89102
Re: USCORP
Form 10-KSB/A for Fiscal Year Ended September 30, 2004
Filed May 12, 2005
Form 10-QSB for Fiscal Quarter Ended March 31, 2005
Filed May 11, 2005
Response letters dated August 12, 2005 and August 21, 2005
File No. 000-19061
Dear Mr. Dultz:
We have reviewed your response letters and filings and have
the
following comments. We have limited our review to those issues we
have addressed in our comments. Please provide a written response
to
our comments. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
General
1. You did not electronically file your response letters dated
August
12, 2005 and August 21, 2005, as required by Subparts 232.100 and
232.101 of Regulation S-T. Please electronically file your
response
letters, as well as all future correspondence.
2. In your next response, please provide the representations
regarding the adequacy and accuracy of your disclosures requested
at
the end of this letter.
3. Prior to filing amendments to your annual and quarterly
reports,
please provide us marked copies of the amendments to expedite our
review and to ensure all disclosure revisions you agreed to
include
in the filings have been made.
10-KSB/A for the Fiscal Year Ended December 31, 2004
Note 1 - Organization of the Company and Significant Accounting
Principles, page F-6
4. We have read your response to prior comment 4, in which you
explain that you regard the April 2002 transaction in which you
issued 24,200,000 shares in exchange for U.S. Metals Inc., as
being
an acquisition of assets rather than a business. However, you did
not address the guidance in EITF 98-3 as we had requested. You
also
did not respond to our request for information about the cost
basis
of the assets acquired, immediately prior to your acquisition.
Given
that the shares issued in the exchange constitute 97 percent of
your
outstanding shares at December 31, 2002, there appears to be
continuity of ownership, with regard to the assets and operations
of
U.S. Metals Inc., that would preclude revaluation. Therefore, it
appears you will need to revise your financial statements to
utilize
the historical cost basis in accounting for the transaction. We
ask
that you submit the financial statements of U.S. Metals Inc.,
covering the two years and subsequent interim period ending
immediately prior to your acquisition, for review. Please contact
us
regarding this matter at your earliest convenience.
5. We note your response to prior comment 7, in which you explain
that you have reviewed the amounts reported as mining rights for
impairment each year, and have determined that if present
negotiations to realize the asset do not come to fruition, you
intend
to impair the asset at the end of fiscal 2005. However, you did
not
provide us with the analysis you performed to test the mineral
rights
and any capitalized development costs for recoverability, as we
requested. Notwithstanding the valuation issue raised above, you
need to be able to support recoverability by way of testing in
accordance with the guidance in SFAS 144, as your financial
condition
would trigger this requirement. If you have not documented your
testing and are unable to demonstrate that no impairment occurred
in
earlier periods, based on information available when your
financial
statements were issued, impairment recognition would be
appropriate.
Form 10-QSB for the Quarterly Period Ended March 31, 2005
Management`s Discussion and Analysis, page 12
Chocolate Mountain Region Claims Acquisition, page 14
6. In response to prior comments 9 and 10, you indicate that the
options granted to the former owners had an exercise price equal
to
the market price of your common shares on the grant date, and that
the options were later converted into a payment for consulting
services and expensed. Since you also disclose that the options
were
initially part of your purchase consideration, it is unclear how
you
were able to later characterize these as compensation for
consulting
services. Please disclose the manner by which you accounted for
the
conversion of the shares, and the method by which you determined
the
value of this transaction. Tell us the specific accounting
literature that you utilized to determine the appropriate
treatment.
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. Please furnish a cover letter with your
amendment
that keys your responses to our comments and provides any
requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing."
You may contact Mark A. Wojciechowski at (202) 551-3759 if
you
have questions regarding comments on the financial statements and
related matters. Please contact me at (202) 551-3686 with any
other
questions.
Sincerely,
Karl Hiller
Branch Chief
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Mr. Robert Dultz
USCORP
September 19, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010