Unassociated Document
To Become
Effective Upon Filing Pursuant to Rule 462
As filed
with the Securities and Exchange Commission on December 9, 2009
Commission
File Number: 333-
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8/A
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
USCORP
(Exact
name of registrant as specified in its charter)
NEVADA
|
87-0403330
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer Identification No.)
|
USCORP
2009 Stock Incentive Plan
(Full title of the plan)
CSS Nevada, Inc., 4535 W. Sahara Avenue,
Suite 200
Las Vegas, Nevada 89102
(Name and Address of Agent for Service)
(702) 933-4030
(Telephone number including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Registered(1) Share
|
|
Proposed Maximum Amount of Shares to be Price
|
|
|
Proposed Maximum Offering Price Per Fee(1)(2)
|
|
|
Aggregate Offering
|
|
|
Amount of Reg.
|
|
$0.01
par value Common A Stock
|
|
|
10,000,000 |
|
|
$ |
0.07 |
|
|
$ |
630,000 |
|
|
$ |
35.15 |
|
Totals
|
|
|
10,000,000 |
|
|
$ |
0.07 |
|
|
$ |
630,000 |
|
|
$ |
35.15 |
|
Total No. of pages: 24
(1) This
Registration Statement covers up to 10,000,000 shares (the “Shares”) of Class A
Common Stock of USCorp (the “Company”), par value $.01 per share, to be issued
under the USCorp 2009 Stock Incentive Plan (the “Plan”). Pursuant to Rule 416(c)
promulgated under the Securities Act of 1933, as amended (the “Act”), the
Registration Statement also covers an indeterminate amount of Shares to be
offered or sold as a result of any adjustments from stock splits, stock
dividends or similar events.
(2) Based upon the average bid and asked prices of the Company’s
Class A Common Stock in over-the-counter trading on
October 26, 2009.
Value stated for purpose of calculating the registration fee.
Note:
This Amended filing corrects a clerical oversight on the Power of Attorney
signature page (page 7) in which one former officer and director, Larry Dietz
and one former director, Judith Ahrens were inadvertently placed on the list and
one officer and director, Spencer Eubank was left off the list. There are no
other amendments to this Registration Statement.
PROSPECTUS
USCORP
4535 W.
Sahara Ave., Suite 200
Las
Vegas, NV 89102
(702)
933-4034
(10,000,000
SHARES OF CLASS A COMMON STOCK)
This
Prospectus relates to the reservation and issuance by USCORP (the “Company”), a
Nevada corporation, of 10,000,000 shares of its Class A common stock, $0.01 par
value (the “Shares”), to be issued to certain employee, officers, directors,
consultants or advisors of the Company or any of its subsidiaries or affiliates
(the “Eligible Individuals”) pursuant to its 2009 Stock Incentive Plan (the
“Plan”).
Under the
terms of the Plan the Administrator (as such term is defined in the Plan) shall
have the authority to select the Eligible Individuals to whom awards may be
granted as well as to determine the terms and conditions for such
award.
The
Shares are not subject to any restriction on transferability. Recipients of
Shares other than by persons who are affiliates of the Company within the
meaning of the Securities Act of 1933, as amended (the “Act”) may sell all or
part of the Shares in any way permitted by law including sales in the
over-the-counter market at prices prevailing at the time of such sale. Shares
registered hereunder are being granted to both affiliates and non-affiliates of
the Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities Exchange Act of 1934 as amended (the
“Exchange Act”) which would limit their discretion in transferring the Shares.
If the individual who is not now an affiliate becomes an affiliate of the
Company in the future; he would then be subject to Section I (b) of the Exchange
Act (See General Information — Restrictions on Resale).
The
Shares are listed on the OTC bulletin board under the symbol
“USCS.”
THESE
SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The
documents containing the information specified in this Part I will be sent or
given to employees as specified by Rule 428(b)(1) promulgated under the Act.
Such documents need not be filed with the Securities and Exchange Commission
(the “Commission”) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Act. These
documents and the documents incorporated by reference in the Registration
Statement pursuant to Item 3 of Part II of the Registration Statement on Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Act. See Rule 428(a)(1) under the Act.
The date
of this Prospectus is December 9, 2009
This
Prospectus is not part of any Registration Statement, which was filed and been
effective under the Act and does not contain all of the information set forth in
the Registration Statement, certain portions of which have been offered pursuant
to the rules and regulations promulgated by the Commission under the Securities
Act. The statements in this Prospectus as to the contents of any contracts or
other documents filed as an exhibit to either this Registration Statement or
other filings of the Company with the Commission are qualified in their entirety
by the reference thereto.
The
Company is subject to the reporting requirements of the Exchange Act and in
accordance therewith files reports and other information with the Commission.
These reports as well as the proxy statements, information statements and other
information filed by the Company under the Exchange Act may be reviewed and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street N.C. Washington D.C. 20549. Copies may be obtained at the
prescribed rates. In addition, the Shares are quoted on the automated quotation
system maintained by the National Association of Securities Dealers, Inc.
(NASD). Thus copies of these reports, proxy statements, information statements
and other information may also be examined at the offices of the NASD at 1735 K
Street N.C. Washington DC 20549.
No person
has been authorized to give any information or to make any representation, other
than those contained in this Prospectus, and if given or made, such other
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer or a solicitation
by anyone in any state in which such is not authorized or in which the person
making such is not qualified or to any one to whom it is unlawful to make an
offer or solicitation.
Neither
the delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has not been a change in the
affairs of the Company since the date hereof.
TABLE OF
CONTENTS
PART
I
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INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
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1
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ITEM
1. PLAN INFORMATION
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1
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GENERAL
INFORMATION
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1
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The
Company
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1
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Purpose
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1
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Common
Stock
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The
Company 2009 Stock Incentive Plan
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No
Restrictions on Transfer
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Tax
Treatment to the Individual
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Tax
Treatment to the Company
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3
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Restrictions
on Resale In The Case of Affiliates
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3
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DOCUMENTS
INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION
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ITEM
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
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3
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Legal
Opinion and Experts
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Indemnification
of Officers and Directors
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PART
II
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INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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4
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ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
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4
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ITEM
4. DESCRIPTION OF SECURITIES
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4
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ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
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4
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ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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4
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ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
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5
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ITEM
8. EXHIBITS
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5
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ITEM
9. UNDERTAKINGS
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6
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EXHIBIT
INDEX
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8
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PART
1
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM
1.
(a)
GENERAL PLAN INFORMATION
THE
COMPANY
USCorp is
a Nevada Corporation which has its principal offices at 4535 W. Sahara Ave.,
Suite 200, Las Vegas, NV 89102, telephone (702) 933-4034. The
securities to be offered hereunder are pursuant to the Company’s 2009 Stock
Incentive Plan (the “Plan”).
PURPOSES
Pursuant
to the Plan, the Company will issue (i) Non-Qualified Stock Option
(the “Stock Options”) which, when exercised, entitles the holders thereof to
purchase shares of the Company’s Class A common stock at a price to be set forth
pursuant to the Plan; and (ii) shares of the Company’s Class A common stock, par
value $0.01 (the “Common Stock”). The Plan is being adopted in order
to further provide a method whereby the Company’s current employees, officers,
directors, consultants and advisors may be granted incentives directly related
to their performance and to allow the Company to secure and retain highly
qualified employees, officers, directors, consultants and advisors, thereby
advancing the interests of the Company, and all of its shareholders. A copy of
the Plan has been filed as an exhibit to this Registration
Statement.
IMPORTANT
TERMS OF THE PLAN
Duration
The Plan
was adopted on October 25, 2009, subject to approval by the Company’s
stockholders within 12 months after such adoption date. The Plan
provides that, unless the Plan is earlier discontinued by the Board as provided
herein, no award pursuant thereto shall be granted on or after December 31,
2019.
Amendments
The Plan
may be amended, altered or may be discontinued by the Board of Directors of the
Company, provided however, that such amendment or alteration, or in the event
that the Plan is discontinues, such action shall not adversely affect the rights
of an Eligible Individual to whom an award has previously been granted without
such Eligible Individual’s consent.
ERISA
Not
applicable.
Administrators
The Plan
shall be administered by the Plan Committee consisting of a minimum of two (2)
non-employee directors of the Company’s Board of Directors (the
“Administrators). Pursuant to the terms of the Plan, the
Administrators are granted sole authority to determine the terms of any grant of
Stock Options or Common Stock.
Additional
Information
Additional
information regarding the plan and its administrators can be obtained by writing
to:
The Plan
Administrators
USCorp,
4535 W. Sahara Avenue, Suite 200
Las
Vegas, Nevada 89102
(702)
933-4030
(b) SECURITIES
OFFERED
Under the
Plan, a maximum of 10,000,000 shares of the Company’s Class A common stock, par
value $0.01 may be issued to the Eligible Individuals.
Each
share of the Company’s common stock grants the holder thereof 1 vote for every
share of common stock then held in all matters brought before the
shareholders.
(c) EMPLOYEES
WHO MAY PARTICIPATE
The Plan
grants the Administrator authority to grant Stock Options or Common Stock to
certain employee, officers, directors, consultants or advisors of the Company or
any of its subsidiaries or affiliates.
(d) PURCHASE
OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED.
The terms
of the Plan provide that the Administrators shall have sole authority to issue
the Stock Options and/or the Common Stock under terms that it deems
necessary. The Plan further provides that the provisions for an award of
such Stock Options or Common Stock need not be the same for each Eligible
Individual. However, the Plan provides for the following requirements
relating to Stock Options granted under the Plan:
(a) The
exercise price per share purchasable under a Stock Option shall be determined by
the Administrator. However, the exercise price shall be not less than the Fair
Market Value on the date the Stock Option is granted.
(b) Stock
Options shall be exercisable at such time or times, and subject to such terms
and conditions, as shall be determined by the Administrator.
(c) Stock
Options may be exercised, in whole or in part, at any time during the option
term by giving written notice of exercise to the Company specifying the number
of shares subject to the Stock Option to be purchased. The exercise price of any
Stock Option shall be paid in full in cash (by certified or bank check or such
other instrument as the Company may accept) or by one or more of the
following:
(1) in
shares already owned by the holder of the Stock Option, provided that in the
case of restricted shares the holder of the Stock Option shall have owned such
shares for more than six (6) months, based in any such instance on
the fair market value of the shares on the date the Stock Option is
exercised;
(2) by
irrevocably authorizing a third party to sell shares (or a sufficient portion of
the shares) acquired upon exercise of the Stock Option and remit to the Company
a portion of the proceeds to pay the entire exercise price resulting from such
exercise; or
(3) by
any combination of cash and/or any one or more of the methods specified in
clauses (1) and (2).
Notwithstanding
the foregoing, a form of payment shall not be permitted to the extent it would
cause the Company to recognize compensation expense (or additional compensation
expense) with respect to the Option for financial reporting purposes. No shares
shall be issued upon exercise of a Stock Option until full payment therefore has
been made. Upon exercise of a Stock Option (or a portion thereof), the Company
shall have a reasonable time to issue the shares, and the holder of the Stock
Option shall not be treated as a stockholder for any purposes whatsoever prior
to such issuance.
(e) RESALE
RESTRICTIONS
Upon the
grant of the Common Stock or the exercise of the Stock Options, the Recipients
will become the record and beneficial owners of the Shares upon issuance and
delivery and will be entitled to all of the rights of ownership, and no
restrictions will be provided regarding the resale thereof.
(f) TAX
EFFECT OF PLAN PARTICIPATION
Tax Treatment to the
Eligible Individuals
With
respect to individuals receiving Common Stock, or shares pursuant to the
exercise of a Stock Option at an exercise price below the fair market value of
the Shares on the date of exercise, the difference between the exercise price
and the fair market value of the stock on the date of exercise may be deemed
ordinary income for federal income tax purposes. The Eligible Individual granted
an award under the Plan is urged to consult his tax advisor on this matter.
Further, if any Eligible Individual is an “affiliate,” Section 16(b) of the
Exchange Act is applicable and will affect the issue of taxation.
Tax
Treatment to the Company
The
amount of income recognized by any Eligible Individual granted an award under
the Plan (the “Recipient”) in accordance with the foregoing discussion may be an
expense deductible by the Company for federal income tax purposes of the taxable
year of the Company during which the Recipient recognizes income.
Restrictions
of Resales in the Case of Affiliates
In the
event that an affiliate of the Company acquires Shares hereunder, the affiliate
will be subject to Section 16(b) of the Exchange Act. Further, in the event that
any affiliate acquiring Shares hereunder has sold or sells any Shares in the six
months preceding or following the receipt of Shares hereunder, any so called
“profit,” as computed under Section 16(b) of the Exchange Act, would be required
to be disgorged from the Recipient to the Company. Services rendered have been
recognized as valid consideration for the “purchase” of Shares in connection
with the “profit” computation under Section 16(b) of the exchange Act. The
Company has agreed that for the purpose of any “profit” computation under 16(b)
the price paid for the Shares issued to affiliates is equal to the value of
services rendered. Shares acquired hereunder by persons other than affiliates
are not subject to Section 16(b) of the Exchange Act.
(g) Not
Applicable
(h)
ASSIGNMENT OF INTEREST
The Plan
provides that, except as otherwise provided in the applicable Stock Option
agreement, a Stock Option (i) shall be transferable by the Recipient to a Family
Member of such Recipient, provided that (A) any such transfer shall be by gift
with no consideration and (B) no subsequent transfer of such Stock Option shall
be permitted other than by will or the laws of descent and distribution, and
(ii) shall not otherwise be transferable except by will or the laws of descent
and distribution.
(i) Not
Applicable
(j) Not
Applicable
ITEM
2. REGISTRANT
INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A copy of
any document or part hereof incorporated by reference in this Registration
Statement but not delivered with this Prospectus or any document required to be
delivered pursuant to Rule 428(b) under the Act will be furnished without charge
upon written or oral request. Requests should be addressed
to: USCORP, 4535 W. Sahara Ave., Suite 200, Las Vegas, NV 89102,
telephone (702) 933-4034.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF
DOCUMENTS BY REFERENCE
Registrant
hereby states that (i) all documents set forth in (a) through (c), below, are
incorporated by reference in this registration statement, and (ii) all documents
subsequently filed by registrant pursuant to Section 13(a), 13(c), 14 and 15(d)
of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents.
(a)
Registrant’s latest Annual Report on Form 10-K for the year ended September 30,
2008, whether filed pursuant to Section 13(a) or 15(d) of the Exchange Act or
the Company’s latest prospectus filed pursuant to Rule 424(b) under the Act that
contains audited financial statements for the Company’s latest fiscal year for
which such statements have been filed, which contains, either directly or by
incorporation by reference, audited financial statements for the Company’s
latest fiscal year for which such statements have been filed;
(b)
Registrant’s Quarterly Reports on Form 10-Q for the periods ended subsequent to
September 30 2008 and Current Reports on Form 8-K filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(c) All
reports and other documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered hereby
have been sold or which de-register all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statements. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration
Statement.
ITEM
4. DESCRIPTION OF
SECURITIES
No
description of the class of securities (i.e., the $0.01 par value Class A Common
Stock) is required under this item because the Shares are registered under
Section 12 of the Exchange Act.
Since its
inception, the Company has not paid any cash dividend on its Shares and does
anticipate that it will pay cash dividends in the foreseeable future. Registrant
is registering hereunder 10,000,000 shares of its authorized but unissued common
stock which are intended to be issued pursuant to awards made under the Plan.
All Shares now outstanding are fully paid for and non-assessable and all Shares
that are the subject of this Registration Statement, when issued, will also be
fully paid and non-assessable.
ITEM
5. INTERESTS OF
NAMED EXPERTS AND COUNSEL
Not
Applicable
ITEM
6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Company’s by-laws, in accordance with the Nevada Revised Statutes, provide that
to the extent he/she is otherwise fairly and reasonably entitled thereto, the
Company shall indemnify a Director or Officer, a former Director or Officer, or
a person who acts or acted at the Company’s request as a Director or Officer of
a body corporate of which the Corporation is or was a shareholder or creditor or
a person who undertakes or has undertaken any liability on behalf of the Company
or any such body corporate and his heirs and legal representatives, against all
costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a Director or Officer of the Company or such body
corporate, if
(a) he
acted honestly and in good faith with a view to the best interests of the
Company; and
(b) in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, he had reasonable grounds for believing that his conduct
was lawful.
The
Nevada Revised Statutes provide that directors shall not be personally liable to
the Company or its shareholders for monetary damages for breach of a fiduciary
duty as a director except for liability (i) for any breach of the
directors’ duty of loyalty to the Company or its shareholders, (ii)
for acts or omissions not in good faith or which involved intentional misconduct
or a knowing violation of law, (iii) for authorizing a distribution that is
unlawful, or (iv) for any transaction from which the director derived an
improper personal benefit. Such provision protects directors against personal
liability for monetary damages for breaches of their duty of care.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of registrant pursuant
to the foregoing provisions, or otherwise, registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. If a claim for
indemnification against such liabilities (other than the payment by registrant
of expenses incurred or paid by a director, officer or controlling person of
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification
is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The
Company may purchase and maintain insurance for the benefit of its Directors and
Officers as such, as the Board of directors may from time to time determine.
However, as of the date hereof, no such insurance has been purchased by the
Company.
ITEM
7. EXEMPTION FROM
REGISTRATION CLAIMED
Not
Applicable.
ITEM
8. EXHIBITS
(a) The
following exhibits are filed as part of this Registration Statement on Form S-8
pursuant to Item 601 of Regulation S-B and are specifically incorporated herein
by this reference:
EXHIBIT
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NUMBER
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TITLE
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5.
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Opinion
of Gersten Savage LLP regarding the legality of the securities
registered.
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10.
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USCorp.
2009 Stock Incentive Plan.
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23.1
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Consent
of Gersten Savage LLP (included in Exhibit 5)
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23.2
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Consent
of Donahue Associates, LLC.
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Powers of
Attorney from the members of the Board of Directors of the Registrant (contained
on the signature page).
ITEM
9. UNDERTAKINGS
Registrant
hereby undertakes:
(1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to:
(i)
include any prospectus required by Section 10(a)(3) of the Act;
(ii)
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high amounts of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 124(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
offering price set forth in the “Calculation of Registration Fee” table in the
effective Registration Statement; and
(iii)
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement. Provided, however, paragraphs
(i) and (ii) shall not apply if the information required being included in a
post-effective amendment by those paragraphs is incorporated by reference from
periodic reports filed by the Registrant small business issuer under the
Exchange Act.
(2) That, for the purpose of
determining any liability under the Act, each post-effective amendment to the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
(4) To deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information is required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of registrant’s annual report pursuant to
Section 13(a) of the Securities Act of 1934 (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such Securities
at that time shall be deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned thereunto duly authorized in the City of Palm
Springs, CA the 9th day of December, 2009.
USCORP (Registrant) |
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By: |
/s/
Robert Dultz
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Robert
Dultz
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Chief Executive
Officer, President and Acting
Chief Financial officer
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POWER OF
ATTORNEY
Each
person whose individual signature appears below hereby appoints Robert Dultz as
attorney-in-fact with full power of substitution to execute in the name and on
behalf of each person, individually and in each capacity stated below, and to
file, any and all post-effective amendments to the Registration
Statement.
Pursuant
to the requirements of the 1933 Act, this registration statement or amendment
has been signed by the following persons in the capacities and on the dates
indicated:
Signature
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Title
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Date
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/s/
Robert Dultz
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Chairman,
President, Chief Executive Officer,
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Robert
Dultz
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Acting
Chief Financial Officer
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/s/
Spencer Eubank
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Spencer
Eubank
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and
Director
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/s/
Carl O’Baugh
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Carl
O’Baugh
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FORM S-8
REGISTRATION STATEMENT
EXHIBIT
INDEX
The
following Exhibits are filed as part of this registration statement pursuant to
Item 601 of Regulation S-K and are specifically incorporated herein by this
reference:
Exhibit
Number
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In
Registration
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Statement
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Description
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5
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Opinion
of Gersten Savage LLP regarding the legality of the securities
registered.
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10
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USCorp.
2009 Stock Incentive Plan.
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23.1
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Consent
of Gersten Savage LLP (included in Exhibit 5).
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23.2
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Consent
of Donahue Associates, LLC.
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