UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~September~~October 103, 2012

000-19061 (Commission File Number)

USCORP.

(Exact name of Registrant as Specified in its Charter)

NEVADA (State or Other Jurisdiction

of Incorporation)

87-0403330 (I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

(702) 933-4034 (Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Forward-Looking~~ITEM ~~Statements~~4.01 Changes in Registrant's Certifying Accountant

~~Statements in this Current Report on Form 8-K~~ (~~including the exhibit~~a) ~~that are not purely historical facts, including statements regarding USCorp's beliefs, expectations, intentions~~ Previous orindependent ~~strategies~~registered ~~for~~public ~~the~~accounting future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. All forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from the plans, intentions and expectations reflected in or suggested by the forward-looking statements. These risks and uncertainties include USCorp's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in USCorp's Securities and Exchange Commission filings. The forward looking statements in this Form 8-K speak only as of the date hereof, and USCorp disclaims any obligation to provide updates, revisions or amendments to any forward looking statement to reflect changes in the USCorp’s expectations or future events.firm

~~Item~~Effective 1October 3, 2012, Donahue Associates LLC (“Donahue”) resigned as the Company’s independent registered public accounting firm pursuant to SEC release 33-8183.01 ~~Entry~~The ~~into~~Company’s Board aof ~~Material~~Directors ~~Definitive~~approved ~~Agreement~~the resignation of Donahue as the independent registered public accounting firm.

OnThe ~~March~~reports ~~22,~~of ~~2011~~Donahue ~~USCorp (“USCorp”~~regarding or the “Company”)’s financial ~~filed~~statements afor ~~Current~~the ~~Report~~fiscal onyears ~~Form~~ended ~~8-K~~September ~~to disclose that its wholly owned subsidiary~~30, ~~USMetals,~~ ~~Inc.~~2011 ~~(“USMetals”) entered into an Asset Funding/Operation~~ and ~~Shareholders~~September ~~Agreement~~30, ~~and~~2010 ~~exhibits~~did ~~thereto (the~~not ~~“Transaction”)~~contain ~~with~~any ~~Arizona~~adverse ~~Gold~~opinion ~~Company, a private British Columbia Corporation (“AGC”), Arizona~~or ~~Gold~~disclaimer ~~Founders,~~of ~~LLC~~opinion aand ~~private~~were ~~California~~not ~~limited~~qualified ~~liability~~or ~~company~~modified ~~(“AGF”)~~as ~~and~~to ~~William~~uncertainty, ~~and~~audit ~~Denise~~scope ~~DuBarry~~or ~~Hay~~accounting ~~(collectively~~principles, ~~“Hay”)~~ ~~providing~~except ~~for~~that the audit ~~sale~~report of ~~USMetals’~~Donahue ~~172~~on ~~Arizona mining claims known as~~ the ~~Twin~~Company’s ~~Peaks~~financial ~~Project~~statements ~~(the~~for ~~“Twin Peaks~~fiscal ~~Project”)~~years toended ~~AGC~~September ~~Corp.~~30, an2011 ~~Arizona~~and ~~limited~~September ~~liability company~~30, 2010 acontained ~~wholly~~an ~~owned~~explanatory ~~subsidiary~~paragraph ofwhich ~~AGC,~~noted inthat ~~exchange~~there ~~for~~was ~~up to~~substantial ~~120,000,000~~doubt ~~shares~~about orthe ~~90.1% of AGC~~Company’s ~~common~~ability ~~stock~~to ~~(the~~continue as ~~“Transaction”)~~a going concern.

~~USCorp~~During ~~has~~the ~~taken~~fiscal ~~steps~~years ended September to30, ~~unwind~~2011 ~~the~~and ~~Transaction~~September ~~pursuant~~30, to2010, anand ~~Agreement~~during (the ~~“Agreement”)~~period ~~dated~~through ~~June~~October 283, 2012, ~~and~~the ~~amended~~date of resignation, (i) there were no disagreements with Donahue on ~~June~~any 30matter of accounting principles or practices, ~~2012~~financial statement disclosure or auditing scope or procedures, bywhich adisagreements, ~~First~~if ~~Amendment~~not resolved to the ~~Agreement~~satisfaction toof ~~provide~~Donahue ~~that~~would ~~the~~have ~~Closing~~caused ~~(as~~it ~~defined~~to make reference to such disagreement in ~~the~~its ~~Agreement~~reports; and (ii) ~~was~~there towere ~~take~~no ~~place~~reportable ~~not~~events ~~later~~as ~~than September~~defined ~~10,~~in ~~2012~~Item 304(~~“Unwinding”~~a)(1)(v) of Regulation S-K.

The ~~Unwinding~~Company ~~between~~has ~~the parties~~provided ~~was~~Donahue ~~consummated~~with ina copy ~~several~~of ~~steps~~the ~~including~~foregoing ~~the~~disclosures ~~transfer~~and ofrequested ~~all~~that ofDonahue furnish the ~~Twin~~Company ~~Peak~~with ~~Claims~~a toletter ~~USMetals~~addressed byto ~~transfer~~the ofSEC ~~the~~stating ~~stock~~whether ofor ~~AGC~~not ~~Corp.~~it toagrees ~~it,~~with the ~~delivery~~above ofstatements. ~~certain~~A ~~USCorp~~copy ~~stock to the former shareholders~~ of ~~AGC,~~such ~~and~~letter ~~the~~is ~~redelivery~~filed ofas ~~certain~~Exhibit ~~shares of~~16.1 ~~USCorp shares~~ to ~~Kaswit~~this ~~and~~Current ~~AGF~~Report oron ~~Hay~~Form 8-K.

~~A copy~~ (b) Engagement of ~~the~~Independent ~~Agreement and~~Certifying ~~the First Amendment to the Agreement is filed herewith as Exhibits 10.1 and 10.2, respectively.~~Accountant

~~Item~~Effective ~~2.01~~November ~~Completion~~1, of2012, ~~Acquisition~~the orBoard ~~Disposition~~of Directors of ~~Assets~~the Company engaged Silberstein Ungar, PLLC (“Silberstein”) as its independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending September 30, 2012.

~~Please see disclosure in Item 1.01 above.~~2

2During each of the Company’s most recent fiscal year and through the interim periods preceding the engagement of Silberstein, the Company (a) has not engaged Silberstein as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) has not consulted with Silberstein regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Silberstein concluding there was an important factor to be considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

Item 8.01 Other Events

N/A

Item 9.01 Financial Statements and Exhibits

9.01 (d) Exhibits

10(a) Exhibits.~~1 Agreement,~~ ~~dated~~The ~~June~~following ~~28,~~is ~~2012~~a complete list of exhibits filed as part of this Report. Exhibit numbers correspond to the numbers in the exhibit table of Item 601 of Regulation S-K.

1016.21 ~~First~~Letter ~~Amendment~~of toDonahue ~~the Agreement~~Associates, LLC dated ~~June~~November 3021, 2012

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: ~~September~~November 2526, 2012

USCORP

By: \s\ Robert Dultz

Name: Robert Dultz

Title: Chief Executive Officer

Filing Compare · USCORP