As filed with the Securities and Exchange Commission on June 21, 2002
                                                    Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                     USCORP
                 ----------------------------------------------
             (Exact Name of Registrant as specified in its charter)

<TABLE>
<S>                                 <C>                    <C>

         Nevada                        87-0403330                     6719
-----------------------            -------------------     ---------------------------
(State or other jurisdiction of       IRS Employer         Primary Standard Industrial
 Incorporation or organization)   Identification Number)   Classification Code Number)
</TABLE>


                         4535 W. Sahara Ave., Suite 204
                             Las Vegas, Nevada 89102
                 -----------------------------------------------
   (Address, including zip code of registrant's principal executive offices)

                                 (702) 933-4034
                              ---------------------
                  (Registrant's Area Code and Telephone Number)

                                     USCORP
                  2002 Director and Officers Stock Option Plan
                       and Form of Stock Option Agreement
                       ----------------------------------
                              (Full Title of Plans)

                             Larry Dietz, President
                                     USCORP
                         4535 W. Sahara Ave., Suite 204
                             Las Vegas, Nevada 89102
              -----------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          ----------------------------

<PAGE>

<TABLE>
<CAPTION>
                                 CALCULATION OF REGISTRATION FEE

=========================================================================================
Title of Each Class                   Proposed Maximum   Proposed            Amount of
of Securities         Amount to be    Offering Price     Maximum Aggregate   Registration
to be Registered      Registered (1)  Per Share (2)      Offering Price (2)  Fee
-----------------------------------------------------------------------------------------
<S>                   <C>             <C>               <C>                 <C>
Common                2,045,350       $.72              $1,472,652          $135.48

=========================================================================================
</TABLE>


(1)  Consists of shares  issuable  upon  exercise  of options  granted and to be
granted pursuant to the USCORP 2002 Stock Option Plan, subject to adjustment for
anti-dilution as provided therein.

(2) The  proposed  maximum  offering  price and the proposed  maximum  aggregate
offering price have been  calculated  pursuant to Rule 457(h)(1) on the basis of
the average closing price for the last five days of trading.


                                       1
<PAGE>


                                EXPLANATORY NOTE

     USCorp has prepared  this  Registration  Statement in  accordance  with the
requirements of Form S-8 under the Securities Act to register  2,045,356  shares
of Common Stock,  par value $.01 per share,  which we have reserved for issuance
upon exercise of stock options granted under the Plan. The information  required
by Part I of Form S-8 with  respect  to the  foregoing  shares  is  included  in
documents sent or given to  participants  in the Plan pursuant to Rule 428(b)(1)
of the Securities Act

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents,   which  have  been  filed  by  USCORP  (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant  to  their  reporting  requirements  under  section  13 or 15(d) of the
Securities  Exchange  Act of  1934  ("the  Exchange  Act"  or  "the  Act"),  are
incorporated by reference into this Registration Statement:

         (a) The  Registrant's  most  recent  report on Form 8-K dated  June 12,
2002, filed with the Commission on June 13, 2002;

         (b) The  Registrant's  most recent Annual Report on Form 10-KSB for the
fiscal year ended  September 30, 2001,  filed with the Commission on February 4,
2002;

         (c) The Registrant's  most recent Form 10-Q for the quarter ended March
31, 2002, filed with the Commission on May 14, 2002; and

         (d) All  documents  subsequently  filed by USCORP  with the  Commission
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the  Exchange  Act 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 issued,  or which  deregisters  all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement  and to be part  hereof  from  the date of  filing  such
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 that also is or is
deemed to be  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable.

                                       2
<PAGE>

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.


ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Limitation of Liability.

         (a) The  Registrant's  Articles  of  Incorporation  do not  contain any
provisions regarding limits of liability.

         (b)  Nevada Revised Statutes.

          "NRS 78.747 Liability of  stockholder, director or officer  for debtor
liability of corporation.

              1.  Except  as  otherwise   provided  by  specific   statute,   no
stockholder,  director or officer of a corporation is individually  liable for a
debt or  liability  of the  corporation,  unless the  stockholder,  director  or
officer acts as the alter ego of the corporation.

              2. A  stockholder,  director or officer acts as the alter ego of a
corporation if:

                  (a)  The  corporation   is  influenced  and  governed  by  the
stockholder, director or officer;

                  (b) There is such unity of  interest  and  ownership  that the
corporation and the  stockholder,  director or officer are inseparable from each
other; and

                  (c)  Adherence to the corporate  fiction of a separate  entity
would sanction fraud or promote a manifest injustice.

               3. The  question  of whether a  stockholder,  director or officer
acts as the  alter ego of a  corporation  must be  determined  by the court as a
matter of law."

Indemnification.

     (a)  Articles of Incorporation.

     The Articles of Incorporation  of the Registrant  provide for the following
regarding indemnification:

     "Section  1. The  corporation  shall  indemnify  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer employee or agent of another corporation,  partnership,  joint


                                       3
<PAGE>

venture, trust or other enterprise, against expenses (including attorneys' fee),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonable believed to be in or not opposed to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     2. The  corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer employee or agent of another corporation,  partnership,  joint
venture, trust or other enterprise, against expenses (including attorneys' fee),
actually  and  reasonable  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonable  believed  to be in or  not  opposed  to  the  best  interest  of the
Corporation and except no indemnification shall be made in respect of any claim,
issue or matter as to which such a person shall have been  adjudged to be liable
for negligence of misconduct in the  performance of his duty to the  Corporation
unless and only to the extent the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which such court shall deem
proper.

     3. To the extent that any person  referred to in paragraphs 1 and 2 of this
Article  XI has been  successful  on the merits or  otherwise  in defense of any
action, suit or proceeding referred to therein or in defense of any claim, issue
or  matter  therein,   he  shall  be  indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     4. Any indemnification  under paragraphs 1 and 2 of this Article XI (unless
ordered by a court) shall be made by the  Corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard of conduct set forth in  paragraphs 1 and 2 of this Article
XI. Such  determination  shall be made (a) by the Board of Directors by majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (b) if  such  quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.



                                       4
<PAGE>

     5.  Expenses  incurred in  defending a civil or  criminal  action,  suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit or  proceeding as authorized by the Board of Directors in the
specific  case upon receipt of an  undertaking  by or on behalf of the director,
officer,  employee or agent to repay such amount  unless it shall  ultimately be
determined  that he is entitled to be indemnified by the Corporation as provided
in this Article XI.


     6. The  indemnification  provided  by this  Article  XI shall not be deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  under  any  statute,  bylaw,   agreement,   vote  of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in  another  capacity  while  holding  such  office,  and shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such person.

     7. The Corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  against any liability asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article XI.

     8.  For the  purposes  of this  section,  references  to "the  corporation"
include all constituent  corporations  absorbed in a consolidation  or merger as
well as the resulting or surviving  corporation so that any person who is or was
a director,  officer,  employee or agent of such  constituent  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  shall stand in the same position under the
provisions   of  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would if he had served the resulting or surviving  corporation
in the same capacity."

     (b)  Bylaws.

     The Bylaws of the Registrant do not contain any provisions  with respect to
indemnification:

     (c)  Nevada Revised Statutes.

     "NRS 78.7502  Discretionary  and  mandatory  indemnification  of  officers,
directors, employees and agents: General provisions.

     1. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or


                                       5
<PAGE>

other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable  pursuant to NRS 78.138  [directors  and officers duty to
exercise  their  powers in good  faith and with a view to the  interests  of the
corporation]; or

     (b) Acted in good faith and in a manner which he reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.

     The  termination  of any action,  suit or  proceeding  by judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

     2. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

     (a)  Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably  believed to be
in or not opposed to the best interests of the corporation.

     Indemnification  may not be made for any claim, issue or matter as to which
such a person has been  adjudged  by a court of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

     3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

     NRS  78.751  Authorization  required  for  discretionary   indemnification;
advancement  of expenses;  limitation  on  indemnification  and  advancement  of
expenses.

                                       6
<PAGE>

     1.  Any  discretionary  indemnification  pursuant  to NRS  78.7502,  unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

         (a)  By the stockholders;

         (b) By the board of directors by majority  vote of a quorum  consisting
of directors who were not parties to the action, suit or proceeding;

         (c) If a majority vote of a quorum consisting of directors who were not
parties to the  action,  suit or  proceeding  so orders,  by  independent  legal
counsel in a written opinion; or

         (d) If a quorum  consisting  of  directors  who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.

     2. The articles of  incorporation,  the bylaws or an agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

     3. The  indemnification pursuant to NRS 78.7502 and advancement of expenses
authorized in or ordered by a court pursuant to this section:

         (a)  Does not  exclude  any  other  rights  to  which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered by a court  pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

         (b)  Continues  for a person who has ceased to be a director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     NRS 78.752 Insurance and other financial  arrangements against liability of
directors, officers, employees and agents.



                                       7
<PAGE>

     1. A  corporation  may  purchase  and  maintain  insurance  or  make  other
financial  arrangements  on  behalf  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such,  whether or not the  corporation  has the  authority to  indemnify  him
against such liability and expenses.

     2. The other financial  arrangements  made by the  corporation  pursuant to
subsection 1 may include the following:

         (a)  The creation of a trust fund.

         (b) The establishment of a program of self-insurance.

         (c) The securing of its  obligation  of  indemnification  by granting a
security interest or other lien on any assets of the corporation.

         (d) The establishment of a letter of credit, guaranty or surety.

     No  financial  arrangement  made  pursuant to this  subsection  may provide
protection  for a person  adjudged by a court of competent  jurisdiction,  after
exhaustion of all appeals  therefrom,  to be liable for intentional  misconduct,
fraud or a knowing  violation of law,  except with respect to the advancement of
expenses or indemnification ordered by a court.

     3. Any insurance or other financial  arrangement made on behalf of a person
pursuant to this section may be provided by the  corporation or any other person
approved by the board of  directors,  even if all or part of the other  person's
stock or other securities is owned by the corporation.

     4. In the absence of fraud:

         (a) The decision of the board of  directors as to the  propriety of the
terms and  conditions  of any  insurance  or other  financial  arrangement  made
pursuant to this  section and the choice of the person to provide the  insurance
or other financial arrangement is conclusive; and

         (b) The insurance or other financial arrangement:

              (1)  Is not void or voidable; and

              (2)  Does  not  subject  any  director  approving  it to  personal
liability  for his action,  even if a director  approving the insurance or other
financial  arrangement  is a  beneficiary  of the  insurance or other  financial
arrangement.

     5. A corporation or its subsidiary which provides self-insurance for itself
or for another affiliated corporation pursuant to this section is not subject to
the provisions of Title 57 of NRS."


                                       8
<PAGE>

     USCorp  has  been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

Exhibit No.   Description
-----------   -----------

4             2002 Officers and Directors Stock Option Plan.

5             Opinion of Roy C. Hopkins, Esq. regarding legality of the
              Securities being registered.

23.1          Consent of Henry Schiffer, CPA, independent auditor.

23.2          Consent of Roy C. Hopkins, Esq.


ITEM 9.       UNDERTAKINGS.

              The Registrant undertakes that it will:

              (1)  File,   during  any  period  in  which  it  offers  or  sells
securities, a post-effective amendment to this Registration Statement to:

                  (i)   Include any prospectus  required by section  10(a)(3) of
the Securities Act;

                  (ii)  Reflect  in the  prospectus  any facts or events  which,
individually or together,  represent a fundamental  change in the information 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 end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement.

                  (iii) Include any additional or changed  material  information
on the  plan  of  distribution  not  previously  disclosed  in the  Registration
Statement.

              PROVIDED,  HOWEVER,  that  Registrant  does  not  need to give the
statements  in  paragraph  (1)(i) and (1)(ii) if the  information  required in a
post-effective  amendment is  incorporated  by reference  from periodic  reports
filed by USCORP under the Exchange Act.

                                       9
<PAGE>

              (2) For determining liability under the Securities Act, treat each
post-effective  amendment  as a new  Registration  Statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

              (3) File a  post-effective  amendment to remove from  registration
any of the securities that remain unsold at the end of the offering.

              Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable.

              If a claim for  indemnification  against such  liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the 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,  the 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.












                                       10
<PAGE>


                                   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  hereunder to be signed by the following persons in the capacities and
on the date indicated:

Signature                           Title                             Date
---------                           -----                             ----
/s/Robert Dultz
___________________        Chairman and CEO                       June 20, 2002
Robert Dultz

/s/Larry Dietz
___________________        President and Director                 June 20, 2002
Larry Dietz

/s/Michael D Love
___________________        Vice President                         June 20, 2002
Michael D Love

/s/Donald E Brown
___________________        Vice President                         June 20, 2002
Donald E Brown

/s/Spencer Eubank
___________________        Secretary, Treasurer and Director      June 20, 2002
Spencer Eubank

/s/Carl O'Baugh
___________________        Vice President and Director            June 20, 2002
Carl O'Baugh

/s/Tom Owens
___________________        Director                               June 20, 2002
Tom Owens






                                       11
<PAGE>





                                  EXHIBIT INDEX

Number         Exhibit Description
------         -------------------

4        2002 Stock Option Plan, dated May 1, 2002

5        Opinion Re: Legality.

23.1     Consent of Accountants

23.2     Consent of Counsel



                                       12
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{"company-data": {"conformed-name": "USCORP", "cik": "0000873185", "assigned-sic": "7829", "irs-number": "870403330", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90928", "film-number": "02684108"}, "business-address": {"street1": "4535 W. SAHARA AVE, SUITE 204", "city": "LAS VEGAS", "state": "NV", "zip": "89102", "phone": "7029334034"}, "mail-address": {"street1": "4535 W. SAHARA AVE, SUITE 204", "city": "LAS VEGAS", "state": "NV", "zip": "89102"}, "former-company": [{"former-conformed-name": "FANTASTICON INC", "date-changed": "20001027"}, {"former-conformed-name": "FANTASTICON COM INC", "date-changed": "20001027"}, {"former-conformed-name": "SANTA MARIA RESOURCES INC /NV/", "date-changed": "20000229"}, {"former-conformed-name": "PROGRAM ENTERTAINMENT GROUP INC", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on June 21, 2002
                                                    Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                                     USCORP
                 ----------------------------------------------
             (Exact Name of Registrant as specified in its charter)
Nevada                        87-0403330                     6719
-----------------------            -------------------     ---------------------------
(State or other jurisdiction of       IRS Employer         Primary Standard Industrial
 Incorporation or organization)   Identification Number)   Classification Code Number)
4535 W. Sahara Ave., Suite 204
                             Las Vegas, Nevada 89102
                 -----------------------------------------------
   (Address, including zip code of registrant's principal executive offices)

                                 (702) 933-4034
                              ---------------------
                  (Registrant's Area Code and Telephone Number)

                                     USCORP
                  2002 Director and Officers Stock Option Plan
                       and Form of Stock Option Agreement
                       ----------------------------------
                              (Full Title of Plans)

                             Larry Dietz, President
                                     USCORP
                         4535 W. Sahara Ave., Suite 204
                             Las Vegas, Nevada 89102
              -----------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                          ----------------------------
CALCULATION OF REGISTRATION FEE

=========================================================================================
Title of Each Class                   Proposed Maximum   Proposed            Amount of
of Securities         Amount to be    Offering Price     Maximum Aggregate   Registration
to be Registered      Registered (1)  Per Share (2)      Offering Price (2)  Fee
-----------------------------------------------------------------------------------------
Common                2,045,350       $.72              $1,472,652          $135.48

=========================================================================================
(1)  Consists of shares  issuable  upon  exercise  of options  granted and to be
granted pursuant to the USCORP 2002 Stock Option Plan, subject to adjustment for
anti-dilution as provided therein.

(2) The  proposed  maximum  offering  price and the proposed  maximum  aggregate
offering price have been  calculated  pursuant to Rule 457(h)(1) on the basis of
the average closing price for the last five days of trading.

                                       1
EXPLANATORY NOTE

     USCorp has prepared  this  Registration  Statement in  accordance  with the
requirements of Form S-8 under the Securities Act to register  2,045,356  shares
of Common Stock,  par value $.01 per share,  which we have reserved for issuance
upon exercise of stock options granted under the Plan. The information  required
by Part I of Form S-8 with  respect  to the  foregoing  shares  is  included  in
documents sent or given to  participants  in the Plan pursuant to Rule 428(b)(1)
of the Securities Act

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The  following  documents,   which  have  been  filed  by  USCORP  (the
"Registrant")  with the Securities and Exchange  Commission  (the  "Commission")
pursuant  to  their  reporting  requirements  under  section  13 or 15(d) of the
Securities  Exchange  Act of  1934  ("the  Exchange  Act"  or  "the  Act"),  are
incorporated by reference into this Registration Statement:

         (a) The  Registrant's  most  recent  report on Form 8-K dated  June 12,
2002, filed with the Commission on June 13, 2002;

         (b) The  Registrant's  most recent Annual Report on Form 10-KSB for the
fiscal year ended  September 30, 2001,  filed with the Commission on February 4,
2002;

         (c) The Registrant's  most recent Form 10-Q for the quarter ended March
31, 2002, filed with the Commission on May 14, 2002; and

         (d) All  documents  subsequently  filed by USCORP  with the  Commission
after the date of this Registration Statement pursuant to Sections 13(a), 13(c),
14, and 15(d) of the  Exchange  Act 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 issued,  or which  deregisters  all securities
then remaining unsold, shall be deemed to be incorporated by reference into this
Registration  Statement  and to be part  hereof  from  the date of  filing  such
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 that also is or is
deemed to be  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any statement so modified or superseded shall not be deemed,  except
as so  modified  or  superseded,  to  constitute  a part  of  this  Registration
Statement.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable.

                                       2
ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Limitation of Liability.

         (a) The  Registrant's  Articles  of  Incorporation  do not  contain any
provisions regarding limits of liability.

         (b)  Nevada Revised Statutes.

          "NRS 78.747 Liability of  stockholder, director or officer  for debtor
liability of corporation.

              1.  Except  as  otherwise   provided  by  specific   statute,   no
stockholder,  director or officer of a corporation is individually  liable for a
debt or  liability  of the  corporation,  unless the  stockholder,  director  or
officer acts as the alter ego of the corporation.

              2. A  stockholder,  director or officer acts as the alter ego of a
corporation if:

                  (a)  The  corporation   is  influenced  and  governed  by  the
stockholder, director or officer;

                  (b) There is such unity of  interest  and  ownership  that the
corporation and the  stockholder,  director or officer are inseparable from each
other; and

                  (c)  Adherence to the corporate  fiction of a separate  entity
would sanction fraud or promote a manifest injustice.

               3. The  question  of whether a  stockholder,  director or officer
acts as the  alter ego of a  corporation  must be  determined  by the court as a
matter of law."

Indemnification.

     (a)  Articles of Incorporation.

     The Articles of Incorporation  of the Registrant  provide for the following
regarding indemnification:

     "Section  1. The  corporation  shall  indemnify  any person who was or is a
party  or is  threatened  to be  made a  party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer employee or agent of another corporation,  partnership,  joint

                                       3
venture, trust or other enterprise, against expenses (including attorneys' fee),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonable believed to be in or not opposed to the best
interest  of the  Corporation,  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     2. The  corporation  shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  Corporation,  or is or was serving at the request of the  Corporation  as a
director, officer employee or agent of another corporation,  partnership,  joint
venture, trust or other enterprise, against expenses (including attorneys' fee),
actually  and  reasonable  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonable  believed  to be in or  not  opposed  to  the  best  interest  of the
Corporation and except no indemnification shall be made in respect of any claim,
issue or matter as to which such a person shall have been  adjudged to be liable
for negligence of misconduct in the  performance of his duty to the  Corporation
unless and only to the extent the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which such court shall deem
proper.

     3. To the extent that any person  referred to in paragraphs 1 and 2 of this
Article  XI has been  successful  on the merits or  otherwise  in defense of any
action, suit or proceeding referred to therein or in defense of any claim, issue
or  matter  therein,   he  shall  be  indemnified  against  expenses  (including
attorneys'  fees)  actually  and  reasonably   incurred  by  him  in  connection
therewith.

     4. Any indemnification  under paragraphs 1 and 2 of this Article XI (unless
ordered by a court) shall be made by the  Corporation  only as authorized in the
specific  case  upon a  determination  that  indemnification  of  the  director,
officer, employee or agent is proper in the circumstances because he has met the
applicable  standard of conduct set forth in  paragraphs 1 and 2 of this Article
XI. Such  determination  shall be made (a) by the Board of Directors by majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (b) if  such  quorum  is not  obtainable,  or,  even if
obtainable a quorum of disinterested  directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

                                       4
5.  Expenses  incurred in  defending a civil or  criminal  action,  suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such action,  suit or  proceeding as authorized by the Board of Directors in the
specific  case upon receipt of an  undertaking  by or on behalf of the director,
officer,  employee or agent to repay such amount  unless it shall  ultimately be
determined  that he is entitled to be indemnified by the Corporation as provided
in this Article XI.

     6. The  indemnification  provided  by this  Article  XI shall not be deemed
exclusive  of any other  rights to which those  seeking  indemnification  may be
entitled  under  any  statute,  bylaw,   agreement,   vote  of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in  another  capacity  while  holding  such  office,  and shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such person.

     7. The Corporation  shall have power to purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  against any liability asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article XI.

     8.  For the  purposes  of this  section,  references  to "the  corporation"
include all constituent  corporations  absorbed in a consolidation  or merger as
well as the resulting or surviving  corporation so that any person who is or was
a director,  officer,  employee or agent of such  constituent  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise  shall stand in the same position under the
provisions   of  this  section  with  respect  to  the  resulting  or  surviving
corporation as he would if he had served the resulting or surviving  corporation
in the same capacity."

     (b)  Bylaws.

     The Bylaws of the Registrant do not contain any provisions  with respect to
indemnification:

     (c)  Nevada Revised Statutes.

     "NRS 78.7502  Discretionary  and  mandatory  indemnification  of  officers,
directors, employees and agents: General provisions.

     1. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or

                                       5
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

     (a) Is not liable  pursuant to NRS 78.138  [directors  and officers duty to
exercise  their  powers in good  faith and with a view to the  interests  of the
corporation]; or

     (b) Acted in good faith and in a manner which he reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful.

     The  termination  of any action,  suit or  proceeding  by judgment,  order,
settlement, conviction or upon a plea of nolo contendere or its equivalent, does
not, of itself,  create a presumption  that the person is liable pursuant to NRS
78.138 or did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation,  or that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

     2. A  corporation  may  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses,  including amounts paid in
settlement  and  attorneys'  fees  actually  and  reasonably  incurred by him in
connection with the defense or settlement of the action or suit if he:

     (a)  Is not liable pursuant to NRS 78.138; or

     (b) Acted in good faith and in a manner which he reasonably  believed to be
in or not opposed to the best interests of the corporation.

     Indemnification  may not be made for any claim, issue or matter as to which
such a person has been  adjudged  by a court of  competent  jurisdiction,  after
exhaustion  of all appeals  therefrom,  to be liable to the  corporation  or for
amounts paid in  settlement  to the  corporation,  unless and only to the extent
that the  court in which  the  action  or suit  was  brought  or other  court of
competent  jurisdiction  determines  upon  application  that  in view of all the
circumstances  of the case,  the person is fairly  and  reasonably  entitled  to
indemnity for such expenses as the court deems proper.

     3.  To  the  extent  that a  director,  officer,  employee  or  agent  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein,  the corporation shall indemnify him against
expenses,  including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.

     NRS  78.751  Authorization  required  for  discretionary   indemnification;
advancement  of expenses;  limitation  on  indemnification  and  advancement  of
expenses.

                                       6
1.  Any  discretionary  indemnification  pursuant  to NRS  78.7502,  unless
ordered by a court or  advanced  pursuant  to  subsection  2, may be made by the
corporation  only as authorized in the specific case upon a  determination  that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances. The determination must be made:

         (a)  By the stockholders;

         (b) By the board of directors by majority  vote of a quorum  consisting
of directors who were not parties to the action, suit or proceeding;

         (c) If a majority vote of a quorum consisting of directors who were not
parties to the  action,  suit or  proceeding  so orders,  by  independent  legal
counsel in a written opinion; or

         (d) If a quorum  consisting  of  directors  who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.

     2. The articles of  incorporation,  the bylaws or an agreement  made by the
corporation may provide that the expenses of officers and directors  incurred in
defending a civil or criminal  action,  suit or  proceeding  must be paid by the
corporation as they are incurred and in advance of the final  disposition of the
action,  suit or  proceeding,  upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately  determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation.  The  provisions  of this  subsection  do not  affect any rights to
advancement  of expenses to which  corporate  personnel  other than directors or
officers may be entitled under any contract or otherwise by law.

     3. The  indemnification pursuant to NRS 78.7502 and advancement of expenses
authorized in or ordered by a court pursuant to this section:

         (a)  Does not  exclude  any  other  rights  to  which a person  seeking
indemnification or advancement of expenses may be entitled under the articles of
incorporation  or any bylaw,  agreement,  vote of stockholders or  disinterested
directors  or  otherwise,  for either an action in his  official  capacity or an
action  in  another   capacity   while   holding   his   office,   except   that
indemnification,  unless  ordered by a court  pursuant to NRS 78.7502 or for the
advancement  of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final  adjudication  establishes that his
acts or omissions involved intentional misconduct,  fraud or a knowing violation
of the law and was material to the cause of action.

         (b)  Continues  for a person who has ceased to be a director,  officer,
employee  or agent  and  inures  to the  benefit  of the  heirs,  executors  and
administrators of such a person.

     NRS 78.752 Insurance and other financial  arrangements against liability of
directors, officers, employees and agents.

                                       7
1. A  corporation  may  purchase  and  maintain  insurance  or  make  other
financial  arrangements  on  behalf  of any  person  who  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust or other  enterprise  for any
liability asserted against him and liability and expenses incurred by him in his
capacity as a director, officer, employee or agent, or arising out of his status
as such,  whether or not the  corporation  has the  authority to  indemnify  him
against such liability and expenses.

     2. The other financial  arrangements  made by the  corporation  pursuant to
subsection 1 may include the following:

         (a)  The creation of a trust fund.

         (b) The establishment of a program of self-insurance.

         (c) The securing of its  obligation  of  indemnification  by granting a
security interest or other lien on any assets of the corporation.

         (d) The establishment of a letter of credit, guaranty or surety.

     No  financial  arrangement  made  pursuant to this  subsection  may provide
protection  for a person  adjudged by a court of competent  jurisdiction,  after
exhaustion of all appeals  therefrom,  to be liable for intentional  misconduct,
fraud or a knowing  violation of law,  except with respect to the advancement of
expenses or indemnification ordered by a court.

     3. Any insurance or other financial  arrangement made on behalf of a person
pursuant to this section may be provided by the  corporation or any other person
approved by the board of  directors,  even if all or part of the other  person's
stock or other securities is owned by the corporation.

     4. In the absence of fraud:

         (a) The decision of the board of  directors as to the  propriety of the
terms and  conditions  of any  insurance  or other  financial  arrangement  made
pursuant to this  section and the choice of the person to provide the  insurance
or other financial arrangement is conclusive; and

         (b) The insurance or other financial arrangement:

              (1)  Is not void or voidable; and

              (2)  Does  not  subject  any  director  approving  it to  personal
liability  for his action,  even if a director  approving the insurance or other
financial  arrangement  is a  beneficiary  of the  insurance or other  financial
arrangement.

     5. A corporation or its subsidiary which provides self-insurance for itself
or for another affiliated corporation pursuant to this section is not subject to
the provisions of Title 57 of NRS."

                                       8
USCorp  has  been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is therefore unenforceable.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

              Not applicable.

ITEM 8.       EXHIBITS.

Exhibit No.   Description
-----------   -----------

4             2002 Officers and Directors Stock Option Plan.

5             Opinion of Roy C. Hopkins, Esq. regarding legality of the
              Securities being registered.

23.1          Consent of Henry Schiffer, CPA, independent auditor.

23.2          Consent of Roy C. Hopkins, Esq.

ITEM 9.       UNDERTAKINGS.

              The Registrant undertakes that it will:

              (1)  File,   during  any  period  in  which  it  offers  or  sells
securities, a post-effective amendment to this Registration Statement to:

                  (i)   Include any prospectus  required by section  10(a)(3) of
the Securities Act;

                  (ii)  Reflect  in the  prospectus  any facts or events  which,
individually or together,  represent a fundamental  change in the information 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 end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement.

                  (iii) Include any additional or changed  material  information
on the  plan  of  distribution  not  previously  disclosed  in the  Registration
Statement.

              PROVIDED,  HOWEVER,  that  Registrant  does  not  need to give the
statements  in  paragraph  (1)(i) and (1)(ii) if the  information  required in a
post-effective  amendment is  incorporated  by reference  from periodic  reports
filed by USCORP under the Exchange Act.

                                       9
(2) For determining liability under the Securities Act, treat each
post-effective  amendment  as a new  Registration  Statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

              (3) File a  post-effective  amendment to remove from  registration
any of the securities that remain unsold at the end of the offering.

              Insofar  as  indemnification  for  liabilities  arising  under the
Securities  Act of 1933 (the "Act") may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable.

              If a claim for  indemnification  against such  liabilities  (other
than the payment by the  registrant of expenses  incurred or paid by a director,
officer or controlling person of the 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,  the 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       10
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  hereunder to be signed by the following persons in the capacities and
on the date indicated:

Signature                           Title                             Date
---------                           -----                             ----
/s/Robert Dultz
___________________        Chairman and CEO                       June 20, 2002
Robert Dultz

/s/Larry Dietz
___________________        President and Director                 June 20, 2002
Larry Dietz

/s/Michael D Love
___________________        Vice President                         June 20, 2002
Michael D Love

/s/Donald E Brown
___________________        Vice President                         June 20, 2002
Donald E Brown

/s/Spencer Eubank
___________________        Secretary, Treasurer and Director      June 20, 2002
Spencer Eubank

/s/Carl O'Baugh
___________________        Vice President and Director            June 20, 2002
Carl O'Baugh

/s/Tom Owens
___________________        Director                               June 20, 2002
Tom Owens

                                       11
EXHIBIT INDEX

Number         Exhibit Description
------         -------------------

4        2002 Stock Option Plan, dated May 1, 2002

5        Opinion Re: Legality.

23.1     Consent of Accountants

23.2     Consent of Counsel

                                       12