SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                   FORM 8-K

                                CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                    the Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported): February 14, 2002
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                                     USCORP
                          ----------------------------
            (Exact name of registrant as specified in its charter)


            Nevada                       0-19061               87-0403330
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(State or other jurisdiction           (Commission          (I.R.S. Employer
        of incorporation)              File number)         Identification No.)

  4535 W. SAHARA AVE. SUITE 204 LAS VEGAS NV                      89102
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     (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (702) 933-4034
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                                     Not applicable
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          Former name or former address, if changed since last report







Item 5.  Other Events.
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On February 14,  2002,  the Company  authorized a 1 for 10 reverse  split of its
outstanding capital stock for shareholders of record as of the close of business
March 5, 2002, effective March 6, 2002.  Fractional shares will be rounded up to
the next  highest  share.  This action was  authorized  by majority  vote of the
issued and  outstanding  shares of the Company and approved by unanimous vote of
the Board of Directors.




                                   SIGNATURE
                                   ---------

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


Dated: March 5, 2002              USCORP

                              By:  /s/ Larry Dietz
                                  ----------------------
                                   Name:  Larry Dietz
                                   Title:  President