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USCORP RESPONSE TO SEC COMMENTS DATED SEPT 19, 2005

 October 14, 2005

 Mark A. Wojciechowski,

 Staff Accountant,

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Via Fax: (202) 772-9220

 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

Comment Letter dated September 19, 2005

 Dear Mark:

 We have received your comment letter and have the following responses. Please note that we have reproduced each of your comments in italics and our responses follow:

 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.”

 Noted. We electronically filed our correspondence on September 29, 2005, ACCESSION NUMBER: 0001090002-05-00028

 “2.

 In your next response, please provide the representations regarding the adequacy and accuracy of your disclosures requested at the end of this letter.”

 Noted. We hereby acknowledge 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.

 “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.”

 Noted. Attached hereto are marked copies of our amendments as requested.

 Page 2.

 Letter to Mark A. Wojciechowski,

 October 14, 2005

 “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.”

 The historical cost of the asset on US Metals Inc. was $2,449,466.  The company issued 24,200,000 shares at an approximate market value of the time of the same amount, so the Company treated the transaction as non-monetary transaction using the fair value of the stock as the determinant.  Since the transaction was structured in such a way to reflect historical cost, the Company in effect did not revalue the asset.  The Company’s stock was quoted at $1.00 per share but was thinly traded, so the Company used $.10 as a fair market value in this transaction. Financial statements for US Metals, Inc. are attached.

 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 imparment occurred in earlier periods, based on information available when you financial statements were issued, impairment recognition would be appropriate.”

 We impaired the asset in 2002 and have restated our financials.

 Page 3.

 Letter to Mark A. Wojciechowski,

 October 14, 2005

 “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 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.”

 We misspoke when we used the term “option”. We used in its legal sense, not in the securities or accounting sense. It was actually a “choice” between accepting a set number of shares regardless of their value at the time of acceptance, in exchange for waiving a two year time limit, from the date of acquisition, on putting the property into production, or not accepting the shares and holding the Company to a two-year time limit. The prior owners have accepted shares and waived the two year time limit on putting the property into production.

 I can be reached any time on my cell phone: 760-861-0982. My office phone is 702-933-4034; fax 702-933-4035.

 Best Regards,

 /s/ Robert Dultz

 Robert Dultz, Chairman and CEO

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/A

Amendment No. 1
 2

 (Mark One)

[X]       Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the fiscal year ended September 30, 2004

OR

[_]   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __ to ___

Commission File Number: 000-19061

USCORP

(Exact name of registrant as specified in its charter)

Nevada

 87-0403330

(State or other jurisdiction of

 (I.R.S. Employer

incorporation or organization)

 Identification No.)

4535 W. Sahara Ave., Suite 204, Las Vegas, NV 89102

(Address of principal executive offices)

(702) 933-4034

(Registrant's telephone number, including area code)

-----------------------------------------

Securities registered pursuant to Section 12(b) of the Act:

                                            Names of each exchange

Title of Each Class               on which registered

None                                  None

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, $0.01 Par Value

---------------------------------------

Indicate by check mark whether the Registrant (l) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [__]

 1

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]

State the issuer's revenues for its most recent fiscal year.  $0.0

State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and asked price of such stock, as of a specified date within the past 60 days. As of October 7, 2004, the value of such stock was $2,065,370.44.

***

Explanatory Note:  This amendment  Number 2 to the annual report on
f

Form 10-KSB/A for fiscal year ended September 30, 2004
is being filed to revise
 in order to delete references to “reserves” and “development”, and to expand and describe in greater detail the disclosures, explanations and discussions in the following areas:  Description of Current Business Operations, Southwest Resource Development, Inc.
 -
 Summary of Organization and Business, Early Exploration Conducted and Valuations, Recent Initial Exploration and Exploitation, Risk Factors, Safe Harbor Statement,  Management’s Discussion and Analysis or Plan of Operation, Notes to the Consolidated Financial Statements - Summary of Significant Accounting Policies, Business Experience
O

of Current Directors
A

and Officers
A

as
O

of September 30, 2004, and Consent
O

of International Energy
A

and Resources, Inc.

 This 10KSB/A also amends the Consolidated Balance Sheets and Consolidated Statement of Operations and accompanying statements for the years ending September 30, 2004 and 2003 in that the mining rights have been impaired and expensed and the stock price at the time of issuance has been added to the statement of shareholder’s equity.

 the business description to delete references to subcontractors.  All other items remain unchanged
.

 2

FORM 10-KSB

September 30, 2004

USCORP

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

 3
4

PART I

ITEM 1.     Description of Business

 3
4

ITEM 2.     Description of Property

 14
23

ITEM 3.     Legal Proceedings

 14
23

ITEM 4.     Submission of Matters to a Vote of Security Holders

 14
23

PART II

ITEM 5.     Market for Registrant’s Common Equity and Related Stockholder Matters

 14
24

ITEM 6.     Management’s Discussion and Analysis of Financial Condition and Results

of Operations

 16
25

ITEM 7.     Financial Statements

 19
30

ITEM 8.     Changes in and Disagreements with Accountants

 20
31

ITEM 8A.   Controls and Procedures

 21
31

ITEM 8B.   Other Information

 21
32

PART III

ITEM 9.     Directors, Executive Officers, Promoters and Control Persons

 21
32

ITEM 10.   Executive Compensation

 24
34

ITEM 11.   Security Ownership of Certain Beneficial Owners and Management

 25
35

ITEM 12.   Certain Relationships and Related Transactions

 26
36

ITEM 13.   Exhibits

 26
36

ITEM 14.   Principal Accountant Fees and Services

 26
36

Signatures

 27
38

PART F/S

Financial Statements

F-1 to F- 11
15

 2

 3

FORWARD LOOKING STATEMENTS

Some of the information contained in this Report may constitute forward-looking statements or statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and projections about future events. The words “estimate”, “plan”, “intend”, “expect”, “anticipate” and similar expressions are intended to identify forward-looking statements which involve, and are subject  to, known and unknown risks, uncertainties and other factors which could cause Registrant’s actual results, financial or operating performance, or achievements to differ from future results, financial or operating performance, or achievements expressed or implied by such forward-looking statements. Projections and assumptions contained and expressed herein were reasonably based on information available to Registrant at the time so furnished and as of the date of this filing. All such projections and assumptions are subject to significant uncertainties and contingencies, many of which are beyond Registrant’s control, and no assurance can be given that the projections will be realized. Potential investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date hereof. Registrant undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A. Recent Developments.

Except as set forth herein or otherwise in this Form 10-KSB, information presented here is as of September 30, 2004.

 1. During fiscal 2004, Registrant's primary accountant, Henry Schiffer, C.P.A., An Accountancy Corporation ("Schiffer"), was dismissed by the Company on March 19, 2004.

No reports on the financial statements prepared by Schiffer over the two most recent fiscal years contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principals except for an uncertainty relating to the registrant's ability to continue as a going concern, which was stated in the reports for both years. The decision to change accountants was approved by the Board on March 19, 2004.During the registrant's two most recent fiscal years, and any subsequent interim period preceding the dismissal on March 19, 2004, there were no disagreements with the former accountant, Schiffer, on any matter of accounting principals or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of Schiffer, would have caused him to make reference to the subject matter of the disagreement(s) in connection with his reports.

 3

 4

Schiffer did not advise the registrant that internal controls necessary to develop reliable financial statements did not exist; no information had come to Schiffer's attention which would make him unwilling to rely on management's representations, or unwilling to be associated with the financial statements prepared by management. Schiffer did not advise the registrant that the scope of the audit should be expanded significantly, or that information had come to his attention that would materially impact the fairness or reliability of a previously issued audit report or the underlying financial statements or the financial statements issued or to be issued covering the fiscal periods subsequent to the date of the most recent audited financial statements, dated October 10, 2003, (including information that might preclude the issuance of an unqualified audit report).

 Following the dismissal of Schiffer, Registrant retained the services of Donahue Associates, L.L.C., Monmouth Beach, New Jersey ("Donahue") on March 19, 2004, as its principal accountant.  For more information please see Registrant's 8-K Report filed in March 2004.

 2. On May 29, 2004, the Company concluded the acquisition of an aggregate of 29 additional gold mining claims located in Imperial County, California from two individuals.   In lieu of cash payment for the claims the Company entered into what is essentially a joint venture with the former owners whereby the Company is obligated to commence production on these claims within two years with the former owners entitled to receive 20% of all net smelter returns of gold, whether paid in cash or in kind.

Under the terms of the acquisition, the Company granted each of the two sellers an option to acquire 50,000 shares of the Company’s common stock at the then current market price at any time within a two year period.  The agreements further provide that the Company’s obligation to commence gold prod