Subsidiaries

All of the Company’s interest in its mining claims are owned by its subsidiaries, USMetals, Inc. and Southwest Resource Development, Inc.

USMetals, Inc.

In April 2002, the Company acquired US Metals, Inc. (“USMetals”), a Nevada corporation, by issuing 24,200,000 shares of Company Common Stock. US Metals became a wholly owned subsidiary of the Company.

The Company, through its wholly owned subsidiary, USMetals, owns majority interest in 276 unpatented contiguous mining claims totaling 5,520 acres in the Eureka Mining District of Yavapai County, Arizona. These claims have a history of mining activity from the middle of the 19th century to the beginning of World War II. Gold, silver, copper and other minerals were recovered in important quantities. The previous owners started acquisition of this claim group in the early 1940s and by the mid-1980s the claims group totaled 134 claims. Exploration, drilling and assessment work was done and several geological reports were completed indicating the presence of economically viable deposits of precious metals and complex ores. As of March 2011, the Twin Peaks Project claims are owned by Arizona Gold Corp’s (“AGC”) wholly owned subsidiary AGC Corp (“AGCAZ”), an Arizona Corporation. USMetals, a wholly owned subsidiary of USCorp, owns in excess of 51% of AGC’s issued and outstanding stock.

Southwest Resource Development, Inc.

USCorp, through its wholly owned subsidiary Southwest Resource Development, Inc., (“Southwest”) owns 200 unpatented lode and placer mining claims on approximately 4,600 acres in the Mesquite Mining District of eastern Imperial County, California which the Company refers to as the Picacho Salton Project Claims. These claims and the surrounding Mesquite Mining District have a history of mining activity going back almost 200 years. The exploration, drilling and assessment work and geological reports were completed by prior owners and indicated the presence of economically viable deposits of precious metals. USCorp has performed geological exploration, including recent analysis of satellite imaging, prepared feasibility and technical reports, and submitted a mining plan of operations to the Bureau of Land Management which is in the final stages of review.