USCorp : Annual Reports for periods ending September 30, 2020, and September 30, 2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

USCorp.
1333 North Buffalo Drive, Suite 210
Las Vegas, NV 89128
_______________________________
[phone]
https://uscsmerger.com/
[e-mail]
SIC: 7389
AnnualReport
For the Period Ending: 09/30/2021
(the "Reporting Period")
As of 09/30/2021, the number of shares outstanding of our Common Stock was:	900,694,231
As of 06/30/2021, the number of shares outstanding of our Common Stock was:	900,694,231
As of 09/30/2021, the number of shares outstanding of our Common Stock was:	900,694,231

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes: ☒ No: ☐

Indicate by check mark whether the company's shell status has changed since the previous reporting period:

Yes: ☐ No: ☒

Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:

Yes: ☐

No: ☒

1. Name and address(es) of the issuer and its predecessors (if any)

In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.

1 "Change in Control" shall mean any events resulting in:

1. Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
2. The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
3. A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
4. The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 1 of 10

The name of the issuer is USCorp.

The previous name of the issuer was Fantasticon, Inc. until January 2002.

The previous name of the issuer was Santa Maria Resources, Inc. until October 2000.

The previous name of the issuer was Program Entertainment Group, Inc. until August 1997. The previous name of the issuer was The Movie Greats Network, Inc. until August 1992.

The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

USCorp (the "Company") was formed on May 22, 1989 in the state of Nevada as The Movie Greats Network, Inc. On August 4, 1992, the Company changed its name to the Program Entertainment Group, Inc. On August 5, 1997, the Company changed its name to Santa Maria Resources, Inc. On October 2, 2000, the Company changed its name to Fantasticon, Inc. On January 14, 2002, the Company changed its name to USCorp.

The issuer is incorporated in the State of Nevada in good standing and "Active".

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:

N/A

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

The Company plans to acquire an operating company via reverse merger in 2021. The operating company and terms of a transaction have not yet been determined.

The address(es) of the issuer's principal executive office:

USCorp.

1333 North Buffalo Drive, Suite 210

Las Vegas, NV 89128

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

USCorp.

1333 North Buffalo Drive, Suite 210

Las Vegas, NV 89128

Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes: ☒

No: ☐

If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

On April 27, 2021, the District Court of Clark County, Nevada, case number A-21-831006-C, entered an Order Granting Application for Appointment (the "Order") of SSM Monopoly Corporation, a New York corporation, as Custodian of the Company. Pursuant to the Order, SSM Monopoly Corporation (the "Custodian") has the authority to take any actions on behalf of the Company, that are reasonable, prudent or for the benefit of the Company, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering into contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 2 of 10

2)	Security Information
Trading symbol:	USCS
Exact title and class of securities outstanding:	Common A Stock
CUSIP:		91730T201
Par or stated value:	0.001
Total shares authorized:	2,600,000,000	as of date: 09/30/2021
Total shares outstanding:	895,633,731	as of date: 09/30/2021
Number of shares in the Public Float2:	635,533,531	as of date: 09/30/2021
Total number of shareholders of record:	280	as of date: 09/30/2021
Trading symbol:	N/A
Exact title and class of securities outstanding:	Common B Stock
CUSIP:		U9033W108
Par or stated value:	0.001
Total shares authorized:	250,000,000	as of date: 09/30/2021
Total shares outstanding:	5,060,500	as of date: 09/30/2021
Number of shares in the Public Float3:	5,060,500	as of date: 09/30/2021
Total number of shareholders of record:	1	as of date: 09/30/2021

All additional class(es) of publicly traded securities (if any):

Trading symbol:	N/A
Exact title and class of securities outstanding:	Series A Preferred Stock
CUSIP:		N/A
Par or stated value:	0.001
Total shares authorized:	100,000,000	as of date: 09/30/2021
Total shares outstanding:	24,150,000	as of date: 09/30/2021
Trading symbol:	N/A
Exact title and class of securities outstanding:	Series C Preferred Stock
CUSIP:		N/A
Par or stated value:	0.001
Total shares authorized:	20,000,000	as of date: 09/30/2021
Total shares outstanding:	1,520,000	as of date: 09/30/2021
Transfer Agent
Name:	Securities Transfer Corporation
Phone:	[phone]
Email:	[e-mail]
Address:	2901 N. Dallas Parkway, Suite 380, Plano, TX 75093

1. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
2. "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 3 of 10

Is the Transfer Agent registered under the Exchange Act?4 Yes: ☒

No: ☐

1. Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☒

Shares Outstanding as of Second Most Recent

Fiscal Year End:

*Right-click the rows below and select "Insert" to add rows as needed.

Opening Balance

Date 09/30/2019Common:

900,694,231

Preferred:

25,670,000

Date of

Transaction

Number of

Class of

Value of

Were the

Individual/ Entity

Reason for share

Restricted or

Exemption

Transaction

type (e.g. new

Shares

Securities

shares

shares

Shares were

issuance (e.g. for

Unrestricted

or

issuance,

Issued (or

issued

issued at

issued to

cash or debt

as of this

Registration

cancellation,

cancelled)

($/per

a discount

(entities must

conversion)

filing.

Type.

shares

share) at

to market

have individual

-OR-

returned to

Issuance

price at

with voting /

Nature of

treasury)

the time

investment

Services

of

control

Provided

issuance?

disclosed).

(Yes/No)

Shares Outstanding on Date of This Report:

Ending Balance

Date 09/30/2021Common:

900,694,231

Preferred:

25,670,000

Use the space below to provide any additional details, including footnotes to the table above:

N/A

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

4 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 4 of 10

Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ☒

Date of

Outstanding

Principal

Interest

Maturity

Conversion Terms (e.g.

Name of Noteholder

Reason for

Note

Balance ($)

Amount

Accrued

Date

pricing mechanism for

(entities must have

Issuance (e.g.

Issuance

at

($)

determining conversion of

individual with voting

Loan, Services,

Issuance

instrument to shares)

/ investment control

etc.)

($)

disclosed).

Use the space below to provide any additional details, including footnotes to the table above:

N/A

1. Financial Statements

A. The following financial statements were prepared in accordance with:

1. ☒ U.S. GAAP ☐ IFRS

2. The financial statements for this reporting period were prepared by (name of individual)5:

Name:	Kareem Mansour
Title:	Court Appointed Custodian
Relationship to Issuer:	Sole Officer, Director

Provide the financial statements described below for the most recent fiscal year or quarter. For the initial disclosure statement (qualifying for Pink Current Information for the first time) please provide reports for the two previous fiscal years and any subsequent interim periods.

1. Balance sheet;
2. Statement of income;
3. Statement of cash flows;
4. Statement of Retained Earnings (Statement of Changes in Stockholders' Equity)
5. Financial notes; and
6. Audit letter, if audited

You may either (i) attach/append the financial statements to this disclosure statement or (ii) file the financial statements through OTCIQ as a separate report using the appropriate report name for the applicable period end. ("Annual Report," "Quarterly Report" or "Interim Report").

If you choose to publish the financial statements in a separate report as described above, you must state in the accompanying disclosure statement that such financial statements are incorporated by reference. You may reference the

5 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.

OTC Markets Group Inc.
OTC Pink Basic Disclosure Guidelines (v3 February 2021)	Page 5 of 10