USCORP

USCORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

In the quarter ended June 30, 2013 USCorp sold 101,237,558 unregistered shares at $0.005 per share to 32 existing shareholders it describes as sophisticated investors. That is 22.9% of the shares outstanding as last reported, and the total is now 456,066,363 shares. At that price the sale would raise roughly $506,000 (inference from the figures given; the filing does not state proceeds). Existing holders who did not buy are diluted.

capital raising announcement

USCorp reversed the 2011 Twin Peaks deal. Under an agreement dated June 28, 2012 (amended June 30), with the closing due by September 10, 2012, all the Twin Peaks claims went back to USMetals by transfer of the stock of AGC Corp. USCorp stock was delivered to former AGC shareholders, and certain USCorp shares were returned to Kaswit and AGF or Hay. The filing gives no share counts or reasons, so the cost of the unwind in shares is not shown. This resolves the AGC arrangement and returns direct control of the 172 claims to the USCorp group.

asset acquisition disposition

Under a March 22, 2011 agreement (made effective around May 25, 2011 after a legal fix for a BLM bar on a British Columbia company holding claims), USCorp's subsidiary USMetals sold its 172 Arizona Twin Peaks mining claims into an Arizona subsidiary of Arizona Gold Corp. (AGC). In return USMetals received 104,200,000 AGC shares. After later share sales ($200,000 and $1,800,000 raised) it owns 66.82% of AGC, and USCorp keeps a right to unwind the deal if funding steps fail. USCorp thus holds Twin Peaks indirectly through a partly owned company whose board includes Robert Dultz, rather than directly. Intended uses of the money are a drilling program and reports aimed at a Canadian exchange listing within six months.

asset acquisition disposition

In April 2011 USCorp agreed new terms with its debenture holders and gold bullion lender. It pays $100,000 plus 800,000 shares (a $50,000 reduction) now on the debentures, with further principal payments of $25,000 by Sept 30, 2011, $25,000 by Dec 31, 2011 and $500,000 by March 31, 2012, and the debenture maturity is extended to March 31, 2012. The gold loan, originally due September 2007 and unresolved until now, is also extended to March 31, 2012 in return for $8,500 of interest and 1,600,000 shares (valued at $100,000). The press release says the company is no longer in default on these loans; the new shares dilute existing holders.

material agreement

On September 28, 2008 USCorp sold a $1,200,000 non-recourse convertible note to a private European fund. It pays 4% a year, is due March 31, 2011, and converts into Class A common stock at $0.125 per share. The fund also received one-year warrants for 4,800,000 shares at $0.20, which would bring in another $960,000 if exercised, for $2.16 million in total. The press release says the money arrives in tranches ($200,000 already received, with the rest due through January 2009) and describes USCorp as a gold exploration company with the Twin Peaks (Arizona) and Picacho Salton (California) projects. This adds a second debt instrument alongside the 2005 gold note, with possible dilution if the note is converted or the warrants exercised.

capital raising announcement

On May 30, 2006 USCorp signed an agreement with Dutchess Private Equities Fund, L.P. under which Dutchess commits to buy up to $10,000,000 of USCorp common stock over 36 months, in draws ('puts') the company requests. Shares are priced at 95% of the lowest closing bid during a five-day pricing period after each draw, so shareholders face dilution that depends on the share price at each draw. USCorp must file a registration statement within 30 days of closing. This is the company's first equity funding line in the story, following the 2005 gold-denominated note.

capital raising announcement

On September 27, 2005 USCorp took on a two-year promissory note through a private Swiss fund for 1,375 ounces of gold (cash value $635,662.50), at 9% compounded interest. It is due September 27, 2007 at 1,634 ounces of gold, can be repaid early by mutual agreement, and is non-recourse. This is the first debt in the story so far; the amount owed is tied to gold rather than cash.

debt financing

USCorp reports that around April 2, 2002 it acquired USMetals, Inc. through a one-for-one share exchange offered March 14, 2002, making USMetals a wholly owned subsidiary. This completes the Arizona-mining acquisition flagged by the January letter of intent (inference: USMetals is that target; the visible text does not say so). Robert Dultz now holds 19,997,000 shares (78.0%) and U.S. Metals and Minerals, Inc. holds 2,700,000 (10.5%), so other shareholders cannot affect votes. The filing admits it was filed late.

asset acquisition disposition

At a January 14, 2002 special meeting, shareholders voted to rescind the October 2000 Fantasticon merger (Fantasticon.com, Madman Backstage Productions, Impact Interactive) and its Earn Out Agreement, and cancelled the 6,025,000 escrowed shares issued for it. The filing says the company ended operations in July 2001, replaced the former officers and directors with Larry Dietz, Spencer Eubank and Carl O'Baugh, renamed the company USCorp, changed auditors from Brian Donahue to Henry Schiffer, and signed a letter of intent to buy an Arizona mining claims company (not yet completed).

asset acquisition disposition