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USCorp Prepares for S-1 Registration of Spinoffs

07/16/2013 | Press Release

LAS VEGAS-- USCorp (OTCMarkets: USCS.PK) today announced that on July 16, 2013, USCorp withdrew the Form 10 Registration Statements filed on behalf of its subsidiaries, USMetals, Inc. and Imperial Metals, Inc., pursuant to the Securities Exchange Act of 1934.

The Form 10 Registration Statements were filed in order to complete the distribution of the common stock in the subsidiaries to the stockholders of USCorp, with the intention to establish the subsidiaries as independent public companies.

After consultation with the staff of the Securities and Exchange Commission, USCorp determined that filing S-1 Registration Statements pursuant to the Securities Act of 1933 will provide IPO level disclosure information about the spinoffs to our shareholders and the public.

USCorp intends to file and obtain the effectiveness of the S-1 Registration Statements as soon as possible. Because the shares of Imperial Metals, Inc. and USMetals, Inc. will be registered for sale by USCorp stockholders under the 33 Act, the Company expects our shareholders will find it easier to deposit the common stock of the subsidiaries into brokerage accounts upon effectiveness and the distribution of the shares to our shareholders.

USCorp is an exploration stage company with gold and silver projects in Arizona and California. Information about USCorp can be found at the company's website:

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: The statements contained in this release which are not historical facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking
statements. These risks and uncertainties include the Company's entry into new commercial businesses, the risk of obtaining financing, recruiting and retaining qualified personnel, and other risks described in the Company's Securities and Exchange Commission filings. The forward-looking statements in this press release speak only as of the date hereof, and the Company disclaims any obligation to provide updates, revisions or amendments to any
forward-looking statement to reflect changes in the Company's expectations or future results.


Robert Dultz, Chairman and CEO
Martin E. Janis & Company, Inc.
Beverly Jedynak, 312-943-1123

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