SecProbe.io

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								July 13, 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
		File No. 000-19061

Dear Mr. Dultz:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  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.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

10-KSB/A for the Fiscal Year Ended December 31, 2004

Independent Auditor`s Report, page F-1

1. Your audit report does not cover the inception to date period
presented in your financial statements.  If your auditors are not
extending audit coverage to the inception to date information, you
must label it as unaudited.

2. Please refer your auditors to the guidance in PCAOB Auditing
Standard No. 1, requiring registered auditors to make reference in
their audit reports to the standards of the Public Company
Accounting
Oversight Board (PCAOB).

Consolidated Statement of Changes in Shareholders Equity, page F-5

3. Please revise your Statement to include the inception to date
activity necessary to comply with the guidance in paragraph 11(d)
of
SFAS 7.

Note 1 - Organization of the Company and Significant Accounting
Principles, page F-6

4. You state that in April 2002 you acquired US Metals Inc. (US
Metals) by issuing 24,000,000 shares of common stock.  Please
explain
to us if at the time of acquisition you considered US Metals to be
a
business as defined in EITF 98-3, or whether the transaction was
the
acquisition of an asset.  Include a discussion of the factors
listed
in EITF 98-3 in your response.  Additionally, tell us the cost
basis
of the assets acquired from US Metals immediately prior to the
acquisition.

5. Please disclose your accounting policy for stock issued to
employees and non-employees, and the other information required
under
paragraphs 45 through 48 of SFAS 123.

Mineral Properties, page F-7

6. We note your disclosure indicating that you use the successful
efforts method of accounting for activities related to your
mineral
properties.  Please note that the guidance in paragraph 6 of SFAS
19
limits application of the successful efforts method of accounting
to
oil and gas producing activities.  Since your business is mining,
until you are able to report reserves, as defined in Industry
Guide
7, the appropriate characterization of your enterprise would be
that
of an exploration stage company, rather than a development stage
company.  During this period, all costs incurred in the
exploration
for proved reserves should be expensed as incurred, rather than
deferred pending the results of exploration.  Please revise your
accounting and disclosures as necessary.

7. The allocation of the net assets acquired from US Metals
included
on page 13 of your Form 10-QSB for the quarterly period ended
March
31, 2005, indicates the value of the mining rights acquired in
2002
was $2,449,466.  We note the amount recorded has not changed since
that time.  Please submit the analysis that you performed, testing
your mining rights and any capitalized development costs for
recoverability, to comply with the guidance in paragraph 8(e) of
SFAS
144.

Exhibit 31.1 - Certification Pursuant to Section 302 of the
Sarbanes
Oxley Act of 2002

8. Please refer to the guidance contained in Item 601 of
Regulation
S-B, regarding the appropriate timing for conducting your
evaluation
of internal controls, as well as other applicable changes within
the
Section 302 certification.

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

9. You indicate that you granted former owners of two gold mining
claims near Kingman, Arizona an option to acquire 250,000 shares
of
your common stock at the then current market price within a two
year
period.  Please revise your disclosure to clarify whether the
phrase
"at the then current market price" is the price on the date you
granted the options or the market price on the date the owners
decide
to exercise the options.  If the price represents the market price
on
the date the owners elect to exercise, please explain to us what,
if
any, value is associated with the options since the owners could
presumably purchase the shares in the over-the-counter market.

10. You explain that the options referred to in comment 9 above
were
exercised on March 23, 2005.  It appears the exercise of the
options
did not have an impact on your financial statements.  Please
explain
to us how you accounted for the exercise, and cite the specific
accounting literature you utilized to determine the appropriate
treatment.

Engineering Comments

General

11. For all mines and other significant property, provide the
disclosures required by Industry Guide 7 (b).  In particular,
provide:

* The location, means of access to the property, and
transportation
from the property.
* Any conditions that must be met in order to obtain or retain
title
to the property.
* A brief description of the rock formations and mineralization of
existing or potential economic significance on the property.
* A description of any work completed on the property and its`
present condition.
* The details as to modernization and physical condition of the
plant
and equipment, including subsurface improvements and equipment.
* Provide a description of equipment and other infrastructure
facilities.
* The current state of exploration of the property.
* The total cost of the property has incurred to date and planned
future costs.
* The source of power and water that can be utilized at the
property.
* If applicable, provide a clear statement that the property is
without known reserves and the proposed program is exploratory in
nature.

Refer to Industry Guide 7 (b) (1)-(5) for specific guidance.
Industry Guide 7 can be reviewed on the Internet at
http://www.sec.gov/divisions/corpfin/forms/
industry.htm#secguide7.

12. Disclose:

* Briefly describe your officer`s business experience during the
past
five years.
* The approximate percent of their time the officers worked on
affairs of your company this last year.
* Other significant responsibilities they currently have with
other
companies.

      See Item 401 of Regulation S-B for further guidance.

13. Insert a small-scale map showing the location and access to
all
significant properties.  Note that SEC`s EDGAR program now accepts
digital maps, so please include these maps in any future
amendments
that are uploaded to EDGAR.  It is relatively easy to include
automatic links at the appropriate locations within the document
to
GIF or JPEG files, which will allow the figures and/or diagrams to
appear in the right location when the document is viewed on the
Internet.  For more information, please consult the EDGAR manual,
and
if addition assistance is required, please call Filer Support at
202-
942-8900.  Otherwise, provide the map to the staff for review.

14. Discuss the phased nature of the exploration process, and the
place in the process your current exploration activities occupy.
Disclose that you 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.

Southwest Resource Development, Inc. - Summary of organization and
Business, page 6

15. The first paragraph on page 7 and third paragraph of page 8 of
this filing refers to mines and other mineral properties that
exist
in the area of the company`s property.  This may allow investors
to
infer that the property may have commercial mineralization,
because
of its proximity to these mines and properties.  Remove all
references to mines, adjacent or analogous properties, deposits,
occurrences, or exploration activities by other companies outside
of
or near the company`s properties.  Focus the disclosure on the
company`s property.

Early Exploration Conducted and Valuations Determined By
California
Core Drilling Company, Page 8

16. The reserves listed on the first, second, and fourth
paragraphs
of page 8 will need additional economic clarification and
disclosure.
Please note that it is the staff`s position that mineral reserves
for
a mineral property cannot be designated unless:

* Competent professional engineers conduct a detailed engineering
and
economic feasibility study, and the study demonstrates that a
mineral
deposit can be mined profitably at a commercial rate.
* A "final" or "bankable" feasibility study is required to meet
the
requirements to designate reserves under Industry Guide 7.
* An historic average price, such as a three year average, is to
be
used in any reserve or cash flow analysis to designate reserves.
* To meet the "legal" part of the reserve definition, the primary
environmental analysis or document should have been submitted to
governmental authorities.
* The company has demonstrated that the mineral property will
receive
its governmental permits, and the primary environmental document
has
been filed with the appropriate governmental authorities.

Revise the disclosure accordingly.  In addition, revise the
disclosure throughout this document to ensure the company does not
prematurely indicate mining operations on mining a property before
a
proper feasibility study and economic viability determination has
been conducted.

17. The cutoff grade is a critical component used to evaluate the
potential of the mineral properties. Disclose the operating costs
and
recovery parameters used to determine the cutoff grade estimate.
Show that this calculation demonstrates the cutoff grade or tenor
used to define a mineral resource has reasonable prospects for
economic extraction.  In establishing the cut-off grade, it must
realistically reflect the location, deposit scale, continuity,
assumed mining method, metallurgical processes, costs, and
reasonable
metal prices.

Recent Exploration and Samplings, page 8

18. As a general checklist, when reporting the results of sampling
and chemical analyses:

* Disclose only weighted-average sample analyses associated with a
measured length or a substantial volume.
* Eliminate all analyses from "grab" or "dump" samples, unless the
sample is of a substantial and disclosed weight.
* Eliminate all disclosure of the highest values or grades of
sample
sets.
* Eliminate grades disclosed as "up to" or "as high as."
* Eliminate statements containing grade and/or sample-width
ranges.
* Aggregated sample values from related locations should be
aggregated based on a weighted average of lengths of the samples.
* Generally, use tables to improve readability of sample and
drilling
data.
* Soil samples may be disclosed as a weighted average value over
an
area.
* Refrain from reporting single soil sample values.
* Convert all ppb quantities to ppm quantities for disclosure.

      Revise the text accordingly.

19. We recommend that a brief description of the QA/QC protocols
be
provided to reassure the investors regarding sample preparation,
controls, custody, assay precision and accuracy.  This would apply
to
exploration and operational analytical procedures.

20. Expand the disclosure concerning the exploration plans for the
properties to include:

* A brief geological justification for each of the exploration
projects written in non-technical language.
* A breakdown of the exploration timetable and budget, including
estimated amounts that will be required for each exploration
activity, such as geophysics, geochemistry, surface sampling,
drilling, etc. for each prospect.
* If there is a phased program planned, briefly outline all
phases.
* If applicable, disclose there are no current detailed plans to
conduct exploration on the property.
* How the exploration program will be funded.
* Identification of who will be conducting any proposed
exploration
work, and discuss their qualifications.

Risk Factors, page 10

21. Add a risk factor that addresses the probability of an
individual
prospect ever having "reserves" that meet the requirements of
Industry Guide 7 is extremely remote, in all probability the
properties do not contain any reserves, and any funds spent on
exploration may be lost.

22. Unless you can substantiate significant technical training
and/or
experience in minerals exploration or mining by members of your
management, you need to include a risk factor early in this risk
factor section that your management lacks technical training and
experience with exploring for, starting, and/or operating a mine.
With no direct training or experience in these areas, your
management
may not be fully aware of many of the specific requirements
related
to working within this industry.  Their decisions and choices may
not
take into account standard engineering or managerial approaches
mineral exploration companies commonly use.  Consequently, your
operations, earnings, and ultimate financial success could suffer
irreparable harm due to management`s lack of experience in this
industry.

Overview, page 17

23. The words "development" and "production" have very specific
meanings under Industry Guide 7(a) (4), (see
www.sec.gov/divisions/corpfin/forms/
industry.htm#secguide7).  The terms reference the "development
stage"
when companies are engaged in preparing reserves for production,
and
"production stage" when companies are engaged in commercial-scale,
profit-oriented extraction of minerals.  If the company does not
disclose any "reserves," as defined by Guide 7, please remove the
terms "develop," "development" or "production" throughout the
document, and replace this terminology, as needed, with the terms
"explore" or "exploration."  This includes the using of the terms
in
the Financial Statement head notes and footnotes see Instruction 1
to
paragraph (a), Industry Guide 7.

24. Supplementally provide a written consent from any experts
whose
name is cited, and/or whose work is incorporated into the
document.
These consents should concur with the summary of the information
in
the report disclosed, and agree to being named as an expert in the
registration statement.

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.  You may wish to provide us with marked copies of
the amendment to expedite our review.  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
Excha