10-Q 1 mainbody.htm MAINBODY mainbody.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended:  June 30, 2009
   
[   ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period ___________  to __________
 
Commission File Number: 000-31042

U S Canadian Minerals Inc
(Exact name of registrant as specified in its charter)

Nevada
33-0843633
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)

 
161-936 Peace Portal Drive, Blaine Washington 98230
(Address of principal executive offices)

702-357-8722
(Registrant’s telephone number, including area code)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes    [  ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “a smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]
Accelerated filer [   ]
Non-accelerated filer [   ]
Smaller reporting company [ X ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes   [X] No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,417,203 common shares and 129,699 Preferred “A” shares as of June 30, 2009.
 
 
 
 
 
PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements

Our unaudited consolidated financial statements included in this Form 10-Q are as follows:
 
 
F-1
 
Unaudited Consolidated Balance Sheet as of June 30, 2009;
 
F-2
 
Unaudited Consolidated Statements of Operations for the three months ended June 30, 2009 and 2008, for the three months ending June 30, 2009 and the three months ending June 30, 2008, and from inception on January 9, 2001 to June 30, 2009;
 
F-3
 
Unaudited Consolidated Statements of Cash Flows for the three months ended June 30, 2009 and 2008 and from inception on January 9, 2001 to June 30, 2009;
 
F-4
 
Unaudited Consolidated Statement of Changes in Stockholders' Equity from inception on January 9, 2001 to June 30, 2009;
 
F-5
Notes to Unaudited Consolidated Financial Statements;


These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended June 30, 2009 are not necessarily indicative of the results that can be expected for the full year.

 


U.S. CANADIAN MINERALS, INC.
  
(An Exploration Stage Company)
  
Balance Sheets
  
             
ASSETS
            
             
   
June 30,
    
December 31,
  
   
2009
    
2008
  
   
(Unaudited)
        
CURRENT ASSETS
            
             
      Cash
   $ 1,149     $ 2,032  
Prepaid expenses
     9,500       -  
                 
Total Current Assets
     10,649       2,032  
                 
OTHER ASSETS
                
                 
Mineral properties
     1,661,253       1,661,253  
                 
TOTAL ASSETS
   $ 1,671,902     $ 1,663,285  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
                 
CURRENT LIABILITIES
                
                 
Accounts payable and accrued expenses
   $ 1,274,315     $ 862,034  
Due to related parties
     72,366       22,366  
                 
Total Current Liabilities
     1,346,681       884,400  
                 
LONG TERM LIABILITIES
                
                 
Due to related parties - long term
     -       -  
                 
Total Liabilities
     1,346,681       884,400  
                 
STOCKHOLDERS' EQUITY (DEFICIT)
                
                 
Preferred stock - Series A; $0.001 par value;
                
   1,000,000 shares authorized;129,849 shares
                
   issued and outstanding
     130       130  
Common stock - Series A; $0.001 par value;
                
   200,000,000 shares authorized; 5,322,026 shares
                
   shares issued and outstanding, respectively
     7,417       5,322  
Treasury stock
     1,000       1,000  
Additional paid-in capital
     23,022,869       22,919,964  
Deficit accumulated during the exploration stage
     (22,706,195 )     (22,147,531 )
                 
Total Stockholders' Equity (Deficit)
     325,221       778,885  
                 
TOTAL LIABILITIES AND STOCKHOLDERS'
                
  EQUITY (DEFICIT)
   $ 1,671,902     $ 1,663,285  
                 
The accompanying notes are an integral part of these financial statements.
 


U.S. CANADIAN MINERALS, INC.
  
(An Exploration Stage Company)
  
Statements of Operations
  
(Unaudited)
  
                               
                           
From Inception
  
                           
on January 1,
  
   
For the Three Months Ended
    
For the Six Months Ended
    
2004 Through
  
   
June 30,
    
June 30,
    
June 30,
  
   
2009
    
2008
    
2009
    
2008
    
2009
  
                               
REVENUES
   $ -     $ -     $ -     $ 3,000     $ 136,524  
COST OF REVENUES
     -       -       -       -       12,778  
GROSS MARGIN
     -       -       -       3,000       123,746  
                                         
OPERATING EXPENSES
                                        
                                         
General and administrative
     287,273       403,579       558,664       511,801       8,943,294  
                                         
Total Operating Expenses
     287,273       403,579       558,664       511,801       8,943,294  
                                         
LOSS FROM OPERATIONS
     (287,273 )     (403,579 )     (558,664 )     (508,801 )     (8,819,548 )
                                         
OTHER INCOME AND (EXPENSE)
                                        
                                         
Interest expense
     -       (1,771 )     -       (2,184 )     (250,303 )
Gain on sale of assets
     -       -       -       -       256,873  
                                         
Total Other Income (Expense)
     -       (1,771 )     -       (2,184 )     6,570  
                                         
LOSS FROM CONTINUING OPERATIONS
     (287,273 )     (405,350 )     (558,664 )     (510,985 )     (8,812,978 )
                                         
LOSS FROM DISCONTINUED OPERATIONS
     -       -       -       -       (537,986 )
                                         
NET LOSS
   $ (287,273 )   $ (405,350 )   $ (558,664 )   $ (510,985 )   $ (9,350,964 )
                                         
BASIC LOSS PER SHARE
                                        
Continuing Operations
   $ (0.05 )   $ (0.09 )   $ (0.09 )   $ (0.13 )        
Discontinued Operations
   $ -     $ -     $ -     $ -          
                                         
WEIGHTED AVERAGE NUMBER
                                        
  OF SHARES OUTSTANDING
     6,369,615       4,546,879       6,020,418       4,029,679          
                                         
                                         
The accompanying notes are a integral part of these financials statements.
 



U.S. CANADIAN MINERALS, INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
                                 
                 
Additional
            
 
Preferred Stock
  
Common Stock
Paid-In
Treasury
Accumulated
    
 
Shares
  
Amount
  
Shares
Amount
Capital
Stock
Deficit
Total
                                 
Balance at January 1, 2004
    477,500
  
$
       477
  
             26,709
 $
            27
 $
   13,809,334
 $
                -
 $
  (15,016,484)
 $
     (1,206,646)
                                 
Issuance of preferred shares
                              
   for services
    114,000
    
       114
  
                      -
  
               -
  
          57,342
  
                -
  
                    -
  
           57,456
Issuance of common shares
                              
   for services
               -
    
            -
  
             56,776
  
            57
  
     1,584,440
  
                -
  
                    -
  
      1,584,497
Issuance of common shares for
                              
   conversion of preferred shares
  (254,050)
    
     (254)
  
           259,700
  
          260
  
            7,543
  
                -
  
                    -
  
             7,549
Cancellation of shares
  (140,000)
    
     (140)
  
             (1,890)
  
             (2)
  
               142
  
                -
  
                    -
  
                     -
Issuance of preferred stock
                              
   for acquisition of mineral rights
    330,000
    
       330
  
                      -
  
               -
  
       (156,746)
  
                -
  
                    -
  
        (156,416)
Fractional shares issued
               -
    
            -
  
                    12
  
               -
  
            1,038
  
                -
  
                    -
  
             1,038
Issuance of common stock for cash
               -
    
            -
  
           185,550
  
          186
  
     3,283,515
  
                -
  
                    -
  
      3,283,701
Issuance of common shares
                              
   for acquisition of mineral rights
               -
    
            -
  
           841,249
  
          841
  
     3,140,946
  
         1,000
  
                    -
  
      3,142,787
Netloss for the year ended
                                
  through December 31, 2004
               -
    
            -
  
                      -
  
               -
  
                    -
  
                -
  
    (3,565,085)
  
     (3,565,085)
                                 
Balance, December 31, 2004
    527,450
    
       527
  
        1,368,106
  
       1,369
  
   21,727,554
  
         1,000
  
  (18,581,569)
  
      3,148,881
                                 
Fractional shares issued
               -
    
            -
  
               1,078
  
              1
  
                  (1)
  
                -
  
                    -
  
                     -
Issuance of common shares for
                              
   conversion of preferred shares
  (301,700)
    
     (301)
  
           609,400
  
          609
  
              (308)
  
                -
  
                    -
  
                     -
Recission of common stock
               -
    
            -
  
           (17,000)
  
           (17)
  
       (879,483)
  
                -
  
                    -
  
        (879,500)
Issuance of common stock
                              
   for services
               -
    
            -
  
               1,000
  
              1
  
          40,499
  
                -
  
                    -
  
           40,500
Issuance of common stock for cash
               -
    
            -
  
             86,251
  
            86
  
        921,215
  
                -
  
                    -
  
         921,301
Issuance of common shares
                              
   for acquisition of mineral rights
               -
    
            -
  
               2,791
  
              3
  
          44,997
  
                -
  
                    -
  
           45,000
Recission of common stock
        
           (16,560)
  
           (17)
  
              (811)
  
                -
  
                    -
  
               (828)
Net loss for the year
                                
  ended December 31, 2005
               -
    
            -
  
                      -
  
               -
  
                    -
  
                -
  
       (990,715)
  
        (990,715)
                                 
Balance, January 1, 2006
    225,750
    
       226
  
        2,035,066
  
       2,035
  
   21,853,662
  
         1,000
  
  (19,572,284)
  
      2,284,639
                                 
Issuance of common stock for cash
               -
    
            -
  
             10,000
  
            10
  
          19,990
  
                -
  
                    -
  
           20,000
Issuance of common stock for cash
               -
    
            -
  
               6,400
  
              6
  
          14,994
  
                -
  
                    -
  
           15,000
Issuance of common shares for
                              
  conversion of preferred shares
  (121,515)
    
     (121)
  
             24,303
  
            24
  
                 97
  
                -
  
                    -
  
0
Issuance of common shares
                              
  for services
               -
    
            -
  
             40,000
  
            40
  
          99,960
  
                -
  
                    -
  
         100,000
Issuance of common stock for cash
               -
    
            -
  
             33,333
  
            33
  
          59,967
  
                -
  
                    -
  
           60,000
Issuance of prefered stock
                              
  for services
      40,000
    
         40
  
                      -
  
               -
  
                    -
  
                -
  
                    -
  
                  40
Issuance of prefered stock
                              
  for services
      40,000
    
         40
  
                      -
  
               -
  
                    -
  
                -
  
                    -
  
                  40
Net loss for the year
                                
  ended December 31, 2006
               -
    
            -
  
                      -
  
               -
  
                    -
  
                -
  
       (810,695)
  
        (810,695)
                                 
Balance, December 31, 2006
    184,235
    
       185
  
        2,149,102
  
       2,149
  
   22,048,670
  
         1,000
  
  (20,382,979)
  
      1,669,025
                                 
Cancellation of common shares
                              
  issued for services
               -
    
            -
  
           (12,559)
  
           (13)
  
                 13
  
                -
  
                    -
  
                     -
Issuance of prefered stock
                              
  for services
        9,333
    
           9
  
                      -
  
               -
  
                    -
  
                -
  
                    -
  
                    9
Issuance of common stock
                                
  for services
               -
    
            -
  
               6,783
  
              7
  
            9,302
  
                -
  
                    -
  
             9,309
Issuance of prefered stock
                              
  for services
      16,666
    
         17
  
                      -
  
               -
  
                    -
  
                -
  
                    -
  
                  17
Recission of common stock
               -
    
            -
  
         (780,010)
  
         (780)
  
               780
  
                -
  
                    -
  
                     -
Issuance of common stock
                                
  bonus for recession of
                                
  Nevada minerals stock
               -
    
            -
  
             78,008
  
            78
  
        205,409
  
                -
  
                    -
  
         205,487
Issuance of common stock
                                
  for services
               -
    
            -
  
             40,000
  
            40
  
        109,175
  
                -
  
                    -
  
         109,215
Issuance of common shares for
                              
  conversion of preferred shares
    (79,885)
    
       (80)
  
             83,500
  
            84
  
                  (4)
  
                -
  
                    -
  
                     -
Issuance of common stock
                                
  for services
               -
    
            -
  
             53,103
  
            53
  
          13,222
  
                -
  
                    -
  
           13,275
Issuance of common stock
                                
  stock based compensation
               -
    
            -
  
           689,655
  
          690
  
        143,624
  
                -
  
                    -
  
         144,314
Issuance of common stock
                              
  stock based compensation
               -
    
            -
  
           689,655
  
          690
  
        143,624
  
                -
  
                    -
  
         144,314
Issuance of common shares for
                              
  conversion of preferred shares
         (500)
    
         (1)
  
               1,000
  
              1
  
                  (1)
  
                -
  
                    -
  
                     -
Fractional shares issued
               -
    
            -
  
               8,291
  
              8
  
                  (8)
  
                -
  
                    -
  
                     -
Net loss for the year
                                
  ended December 31, 2007
               -
    
            -
  
                      -
  
               -
  
                    -
  
                -
  
       (651,143)
  
        (651,143)
                                 
Balance, December 31, 2007
    129,849
  
 $
       130
  
        3,006,528
 $
       3,006
 $
   22,673,806
 $
         1,000
 $
  (21,034,122)
 $
      1,643,821
                                 
The accompanying notes are an integral part of these financial statements.
 
 


U.S. CANADIAN MINERALS, INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficit)
(Unaudited)
                                 
                 
Additional
            
 
Preferred Stock
  
Common Stock
Paid-In
Treasury
Accumulated
    
 
Shares
  
Amount
  
Shares
Amount
Capital
Stock
Deficit
Total
                                 
Balance, December 31, 2007
  129,849
  
 $
         130
  
     3,006,528
 $
      3,006
 $
      22,673,806
 $
      1,000
 $
   (21,034,122)
 $
    1,643,820
                                 
Issuance of common shares for
                              
   conversion of preferred shares
   (15,516)
    
          (15)
  
     1,551,600
  
      1,552
  
             (1,537)
  
              -
  
                     -
  
                   -
Issuance of common stock
                                
   for services
              -
    
              -
  
        231,598
  
         232
  
             44,775
  
              -
  
                     -
  
         45,007
Issuance of preferred shares
                              
   for services
    20,000
    
           20
  
                   -
  
              -
  
           199,980
  
              -
  
                     -
  
       200,000
Issuance of common stock for cash
              -
    
              -
  
          68,900
  
           69
  
               3,398
  
              -
  
                     -
  
           3,467
Issuance of common shares for
                              
   conversion of preferred shares
     (4,634)
    
            (5)
  
        463,400
  
         463
  
                (458)
  
              -
  
                     -
  
                   -
Net loss for the year ended
                                
  December 31, 2008
              -
    
              -
  
                   -
  
              -
  
                      -
  
              -
  
     (1,113,409)
  
  (1,113,409)
                                 
Balance, December 31, 2008
  129,699
    
         130
  
     5,322,026
  
      5,322
  
      22,919,964
  
      1,000
  
   (22,147,531)
  
       778,885
                                 
Issuance of common stock for debt
                              
   and services at $0.05 per share
              -
    
              -
  
     2,095,177
  
      2,095
  
           102,905
  
              -
  
                     -
  
       105,000
Net loss for the six months ended
                              
June 30, 2009
              -
    
              -
  
                   -
  
              -
  
                      -
  
              -
  
        (558,664)
  
     (558,664)
                                 
Balance, June 30, 2009
  129,699
  
 $
         130
  
     7,417,203
 $
      7,417
 $
      23,022,869
 $
      1,000
 $
   (22,706,195)
 $
       325,221
                                 
 
The accompanying notes are an integral part of these financial statements.


 
U.S. CANADIAN MINERALS, INC.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
June 30, 2009 and December 31, 2008

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2009, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction  with the financial statements and notes thereto included in the Company's December 31, 2008 audited financial statements.  The results of operations for the periods ended June 30, 2009 and 2008 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.



U.S. CANADIAN MINERALS, INC.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
June 30, 2009 and December 31, 2008

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

In May 2009, the FASB issued FAS 165, “Subsequent Events”.  This pronouncement establishes standards for accounting for and disclosing subsequent events (events which occur after the balance sheet date but before financial statements are issued or are available to be issued). FAS 165 requires and entity to disclose the date subsequent events were evaluated and whether that evaluation took place on the date financial statements were issued or were available to be issued. It is effective for interim and annual periods ending after June 15, 2009. The adoption of FAS 165 did not have a material impact on the Company’s financial condition or results of operation.

In June 2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an amendment of FAS 140. FAS 140 is intended to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets: the effects of a transfer on its financial position, financial performance , and cash flows: and a transferor’s continuing involvement, if any, in transferred financial assets. This statement must be applied as of the beginning of each reporting entity’s  first annual reporting period that begins after November 15,  2009. The Company does not expect the adoption of  FAS 166 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R) ”. FAS 167 is intended to (1) address the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying special-purpose entity concept in FAS 166, and (2) constituent concerns about the application of certain key provisions of Interpretation 46(R), including those in which the accounting and disclosures under the Interpretation do not always provided timely and useful information about an enterprise’s involvement in a variable interest entity. This statement must be applied as of the beginning of each reporting entity’s  first annual reporting period that begins after November 15,  2009. The Company does not expect the adoption of  FAS 167 to have an impact on the Company’s results of operations, financial condition or cash flows.

In June 2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non grandfathered non-SEC accounting literature not included in the Codification will become non authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009.The Company does not expect the adoption of  FAS 168 to have an impact on the Company’s results of operations, financial condition or cash flows.



 
Item 2.      Management’s Discussion and Analysis of Financial Condition and Results ofOperations
 
This Quarterly Report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this Quarterly Report on Form 10-Q. Additionally, statements concerning future matters are forward-looking statements.
 
Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements.  We caution the reader that numerous important factors, including those factors discussed in our Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2007, which are incorporated herein by reference, could affect the our actual results and could cause our actual consolidated results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, U S Canadian Minerals.  Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange Commission (the “SEC” or “Commission”). Our website address is www.uscanadianminerals.com. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
 
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this Annual Report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.
 
As used in this Quarterly Report, the terms “we,” “us,” “our,”  “the Corporation”, “the Company” and “U S Canadian” means U S Canadian Minerals Inc unless otherwise indicated.
 


Business of Issuer

U.S. Canadian Minerals is headquartered in Blaine, WA. On its own and through Joint Ventures, the Company is looking to expand mining properties throughout North and South America. The Company has the following projects, which have progressed to varying degrees.

COD Mine

On May 11, 2004, the Company entered into a joint venture agreement with El Capitan Precious Metals Inc. to acquire 80% ownership of the COD minesite and claims located in Kingman Arizona. The Company was required to contribute 720,000 shares of its common stock to acquire this 80% interest in the minesite. This joint venture agreement entitles El Capitan Precious Metals Inc to receive 20%.of net profit.

The COD claims comprise 13 BLM non patented Lode claims on Federal land. Each claim is of 20 acres each for a total of 260 acres. The annual fee is $125 for each 20 acre claim for a total annual claim fee of $1625. The claims are located in the Cerbat Mountains outside of Kingman, Arizona. Specifically they are located in Section 28, Township 23 North, Range 17 West, of Gila and Salt River Base and Meridian, approximately ten miles north of Kingman, Arizona. Kingman is located in the far northwest corner of Arizona along Interstate 40, U.S. Route 66 and Arizona Route 93.

The minesite can be reached by taking the Stockton Hill Road exit off of Interstate 40 north to a distance of approximately ten miles. Continue on Stockton Hill Road to a subdivision road extending west. Follow the subdivision road to the second southern extension road. From this point there is a rough dirt road to the mine site which requires a truck, two or four wheel drive to access the mine site. Both the Chief Executive Officer and the Chief Financial Officer have visited the site on more than one occasion. As well the Company has had a Geologist, “Qualified Person” as defined in NI 43-101 visit the property on more than one occasion.

Below are the claim names, book and page numbers and BLM A.M.C. numbers.
 
 
COD PROPERTY
 
 
COUNTY RECORDER
 
CLAIM  NAME
BOOK NOS.
PAGE
BLM A.M.C. NUMBERS
JAYNE
841
806-807
175025
LIM
841
808-809
175026
ERIC
841
810-811
175015
MARC
841
812-813
175030
O.J.B.
841
814-815
175033
GOLDEN MOON
841
816-817
175024
RICO
841
834-835
175039
 
NOON NO. 1
841
832-833
175032
WHITE EAGLE
841
850-851
175044
WHITE EAGLE NO.2
841
852-853
175045
REUBE
841
848-849
175035
UNIT
841
846-847
175043
RENO
841
844-845
175034
 


In the immediate area of the C.O.D. minesite and the other associated mines, the predominant rock is a fairly course microcline granite, probably of the Precambrian Era. This is associated with dark, fine-grained chlorite schist, in which the schistocity strikes North 20° West. There is a major jointing system which somewhat parallels the COD. Rico vein. This system is faulted with dikes and sills of altered basalt which prevails in the valley floor to the south and east.

In the immediate area of the mineite, the chlorite schist is prevalent with the Precambrian granites being exposed on the ridge lines flanking the granite gneiss and microcline granite. The major mineralization within the claim group is contained within polymetallic quartz veins exposed along northwest trending faults. The first major fault system is evidenced by the COD Rico vein which strikes North 80° West and dips in the area of the minesite at 85° to 80° to the northeast. Evidence of the fault movement is the slickenside which exists predominantly on the footwall side of the vein structure. The vein systems are well defined with little extension of the mineralization into the foot or hanging wall sections. However, cross-fracture patterning and faulting striking with the schistocity and plating have resulted in considerable brecciation and the formation of high-grade ore shoots into the wall rocks.

Examination of the vein material reflects a banding of mineralization in an inconsistent patterning with the ore values being clearly identifiable. The major areas and concentrations of high-grade mineralization are directly associated with the cross-faulting systems and fracture zones within the vein systems. The gangue minerals within the vein systems are quartz, with some calcite, calcium, carbonates and siderite. The ore minerals contained within the vein systems are gold, silver, pyrite, arsenopyrite, chalcopyrite, galena, bomite, covellite, chalcocite, anglesite, sphalerite, argentite, cerussite and smithsonite.

The mineralization is early to mid tertiary and possibly related to the laramide orogeny and appears to be associated with an unexposed pluton beneath the Ithica Peak quartz monzonite of Laramide age. The mineralization with these vein systems is both hypene and supergene with supergene action resulting in sporadic oxide zones above the 400-foot level.

The White Eagle vein system which is the second major vein system strikes North 46° West to North 58° West and dips at approximately 87° to the south. The White Eagle vein system is composed of three parallel structures, less than 15 feet apart in most areas along its strike length. These veins roughly parallel the schistocity, The multiple vein systems of the White Eagle with an approximate width of 35 feet are indicative of a probable shear associated with the northwesterly trend,

Between the COD Rico vein and the White Eagle vein, there exist four known parallel structures. One of the structures which runs through the Unit mining claim strikes North 85° West and dips at approximately 71° to the northeast, No information exists on the balance of the structure; however, the Unit system had significant amounts of Ruby silver in the dumps.

To date, the C.O.D. mine site has been worked by previous operators, by an incline shaft(78°-80°) to the 600-foot level and a winze that has been sunk to the 740-foot level. Major levels have been worked on the 400-, 500- and 600-foot levels.

The mine site was worked principally by a main shaft (No. 1) about 400 foot depth
and by drifts and stopes on and between two main and two subordinate levels aggregating about 2,500 feet of underground work.



From the second, or 300-foot level to the surface, the ore, except some of the low grade, has been mostly stopped out for a distance of about 400 feet on either side of the shaft, especially on the east side beyond which good ore is reported. The second level extends to a point 900 feet west of the main shaft where connection with the surface is contemplated by a new double compartment shaft (No. 2) which is now 96 feet in depth and on completion is to be used as a main working shaft of the mine. At about 1,200 feet west of this shaft, a third shaft (No. 3) is sunk to the depth of 60 feet.

At the mine site there is currently no electricity, nearest electricity is approximately 1 mile away. In the past a generator was used. There is water in the main shaft at approximately the 100 foot level but no separate well or piped in water. A permit would be required to utilize water from the current underground shaft and tunnels. There is a main building which in the past served as an office and employee site. There is a water tank and a fuel tank. There is a temple above the main shaft but no winch. There is a rod mill and jaw crusher. The crushing line is on a concrete pad upon which is a steel beam covered structure

Management lacks technical training and experience with exploring for, starting, and/or operating a mine; and that with no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within this industry.  Management’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration Companies commonly use; and our operations, earnings, and ultimate financial success could suffer due to management's lack of experience in this industry.

A map of the claims and a map of the geographical locale are found in Exhibits.
On May 30, 2009 a geological report was delivered to the Company by Duncan Bain P. Geo. Duncan Bain is a qualified person as defined by NI 43-101 requirements. The report he delivered is titled “REPORT ON PRELIMINARY EXPLORATION C.O.D. AU-AG PROJECT KINGMAN AREA, ARIZONA”. The entire report is available on the Company website www.uscanadianmin.com

No minerals were produced during the three months ended June 30, 2009.

RESULTS OF OPERATIONS

The Company has achieved no significant revenue or profits to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. The Company incurred a net loss of approximately $287,273 for the six months ended June 30, 2009, compared with a net loss of $405,350 for the six months ended June 30, 2008. The larger loss in 2008 was due to the costs incurred in bringing the Company’s securities filings current and expenses incurred seeking new mineral projects. The loss in 2009 was due to due to costs of auditors, accountants, filings and exploration and general expenses.

The Company’s 2009 activities were financed primarily through loans from management

Liquidity and Capital Resources

Since its inception the Company has had limited operating capital, and has relied heavily on debt and equity financing.



The financial statements as of and for the period ended on June 30, 2009 expressed their substantial doubt as to the Company's ability to continue as a going concern. Without additional capital, it is unlikely that the Company can continue as a going concern. The Company plans to raise operating capital via debt and equity offerings. However, there are no assurances that such offerings will be successful or sufficient to fund the operations of the Company. In the event the offerings are insufficient, the Company has not formulated a plan to continue as a going concern. Moreover, if such offerings are successful, they may result in substantial dilution to the existing shareholders.

Write down of Property Assets, Mineral Rights and Investment Assets

In the 2nd Quarter of 2009 there were no write downs or impairments of value of property assets, mineral rights or investment assets.

Off Balance Sheet Arrangements

As of June 30, 2009, there were no off balance sheet arrangements.

Going Concern

As shown in the accompanying financial statements, we have incurred a net loss of $22,706,195 since inception. To achieve profitable operations, we require additional capital for obtaining producing mineral properties through either the purchase of producing mines or successful exploration activity. Our management believes that sufficient funding will be available to meet our business objectives including anticipated cash needs for working capital and is currently evaluating several financing options. However, there can be no assurance that we will be able to obtain sufficient funds to continue and, if successful, to commence the sale of our projects. As a result of the foregoing, there exists substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies

Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is December 31. The Company has not realized revenues from its intended operations as of June 30, 2009 and is classified as a development stage enterprise.

Revenue recognition

The Company will recognize revenue from the performance of its services and/or sale of its products in accordance with Securities and Exchange Commission Staff Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial Statements”. Revenue will be recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is provided, and collectability is assured. The Company had revenues of $-0- during the quarter ended June 30, 2009. 

Use of Estimates - The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation allowances on accounts receivable and inventory, valuation and amortization policies on property and equipment, and


valuation allowances on deferred income tax losses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Item 3.     Quantitative and Qualitative Disclosures About Market Risk

Non-applicable to smaller reporting companies pursuant to Item 305(e) of Regulation S-K.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition:

Stock-based compensation - The Company accounts for its stock options under SFAS 123(R).
There are no options issued to consultants for compensation at this time. Stock, when issued to compensate consultants has been valued on the day of issuance at its last traded market price. The fair value of the equity instruments granted served as the basis for measurement of the value of the services as the dollar amount owed was determined by the contracts in place for those services rendered and this was more reliably measurable than the value of the consideration received.

Use of Estimates - The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation allowances on accounts receivable and inventory, valuation and amortization policies on property and equipment, and valuation allowances on deferred income tax losses. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The major we have used is an estimated tax rate of 39% to be applied in valuation of our net Operating Loss carry forwards.



ITEM 8A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Van der Bok Busboom our CFO and Interim CEO and the person(s) fulfilling the function of Principal Accounting Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company.
 
Our management has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2008 (under the supervision and with the participation of the Chief Executive Officer, Chief Financial Officer and the person(s) fulfilling the function of Principal Accounting Officer), pursuant to Rule13a-15(b) promulgated under the Securities Exchange Act of 1934, as amended.  As part of such evaluation, management considered the matters discussed below relating to internal control over financial reporting.  Based on this evaluation, our Company’s Chief Executive Officer and Principal Accounting Officer has concluded that our Company’s disclosure controls and procedures were not effective as of December 31, 2008, due to certain material weaknesses in internal control over our financial reporting.

At the end of 2007, Section 404 of the Sarbanes-Oxley Act required our management to provide an assessment of the effectiveness of our disclosure controls and procedures, and at the end of 2009, our independent registered public accountants will be required to audit management’s assessment. We completed our assessment for the fiscal year ended December 31, 2008, and identified the following material weaknesses:

We have been deficient in our interpretation of generally accepted accounting principles (“GAAP”) and in verifying our interpretations by conferring with additional qualified outside consultants, as well as our independent certified public accountants. 

Our lack of financial resources and manpower to properly oversee and divide responsibility and provide for cross checking by a third party within the Company

Because of the material weaknesses noted above, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2008, based on Internal Control over Financial Reporting - Guidance for Smaller Public Companies issued by (“COSO”).  Accordingly, the Company has restated its financial statements for the fiscal year ending December 31, 2007.
 
Upon availability of sufficient financial resources it is our intention to implement remediation efforts with respect to the material weaknesses which shall include:
Establishing a system of external verification of our interpretations of GAAP with respect to all of our financial reporting obligations, by retaining and conferring with our private certified public accountant, , in conjunction with ongoing consultation with our independent certified public accounting firm that performs the audit of our financial statements and hiring of outside consultant(s) to assist in reviewing requirements for Disclosure Controls and Procedures.

 
- 10 -


We believe the foregoing efforts will enable us to improve our internal control over financial reporting. Management is committed to continuing efforts aimed at improving the design adequacy and operational effectiveness of its system of internal controls. The remediation efforts noted above will be subject to our internal control assessment, testing and evaluation process.
 
Management’s Annual Report on Internal Control Over Financial Reporting

Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework.  Based on this evaluation, our Company’s Chief Executive Officer, Chief Financial Officer and the person(s) fulfilling the function of Principal Accounting Officer have concluded that our Company’s disclosure controls and procedures were ineffective as of December 31, 2007. Material weaknesses in Internal Control over Financial Reporting were due to:

Our lack of financial resources and manpower to properly oversee and divide responsibility and provide for cross checking by a third party within the Company.

Upon availability of sufficient financial resources it is our intention to implement remediation efforts with respect to the material weaknesses which shall include:

Establishing a system of external verification of our interpretations of GAAP with respect to all of our financial reporting obligations, by retaining and conferring with our private certified public accountant, , in conjunction with ongoing consultation with our independent certified public accounting firm that performs the audit of our financial statements and hiring of outside consultant(s) to assist in reviewing requirements for Internal Control over Financial Reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.


 
- 11 -


ITEM 8B.    CHANGES IN INTERNAL CONTROL

Changes In Internal Controls Over Financial Reporting
 
In connection with the evaluation of the Company’s internal controls during the Company’s last fiscal year, the Company’s Chief Executive Officer and Chief Financial Officer has determined that there are no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1.     Legal Proceedings

Mpower, Inc. v. U.S. Canadian Minerals, Inc. - District Court Case No. A515024

On December 28, 2005 Mpower, Inc. filed a Complaint against U.S. Canadian Minerals, Inc. in order to recover the sum of $38,808.27 due Mpower, Inc. from a promissory note executed on or about January 2, 2005. The promissory note U.S. Canadian Minerals, Inc. was being sued on was actually executed on behalf of Barrington Foods International, Inc. We did not contest the Mpower complaint. Thus, a default judgment was entered against U.S. Canadian in the amount of $53,287.04 on April 18, 2006. As June 30, 2009, the present value of the Mpower default judgment, including the judgment principal, interest to date and attorneys’ fees, is approximately $73,536.11.

On July 7, 2009 the Company executed a settlement agreement with Mpower, Inc. (the “Mpower Agreement”) whereunder the Company agreed to pay Mpower the sum of $25,000 and to cause the delivery of 20,000 common shares in the capital stock of the Company in full and complete satisfaction of Mpower’s default judgment (collectively referred to as the “Satisfaction”). The Company has thirty (30) days from the date of execution of the Mpower Agreement to deliver the Satisfaction into the trust account of the Company’s attorney in Nevada in order to secure final resolution of this matter and to secure a release from Mpower pursuant to the terms of the Mpower Settlement.

Steven M. Brewer v. U S Canadian Minerals Inc District Court Case No. A561515

On April 25, 2008, Steven M. Brewer filed a civil complaint against the Company in order to recover approximately $112,000 which was provided to the Company as working capital from November 2005 through 2006 (the “Brewer Suit”).

On July 5, 2009 the Company executed a settlement agreement with Mr. Brewer (the “Brewer Agreement”) whereunder it agreed to pay Mr. Brewer the sum of $112,000 in full and complete satisfaction of the Brewer Suit. The Company has thirty (30) days from the date of execution of the Brewer Agreement to deliver the $112,000 into the trust account of the Company’s attorney in Nevada in order to secure final resolution of this matter and to secure a release from Mr. Brewer pursuant to the terms of the Mpower Settlement.

Item 1A.         Risk Factors

Non-applicable to smaller reporting companies.

 
- 12 -


Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

On June 1, 2009 the Corporation issued 2,095,177 common shares for services.

345,177 common shares we issued to satisfy outstanding invoices owing of $6,000 and $27,500.
 
950,000 common shares were issued to satisfy an outstanding invoice owing of $28,500.
 
800,000 common shares were issued to satisfy an outstanding invoice owing of $24,000.

Item 3.     Defaults upon Senior Securities

None

Item 4.     Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended June 30, 2009.

Item 5.     Other Information

British Columbia Securities Commission Claim of Jurisdictional Authority over the Company based on Canadian National Instrument 51-509

On June 26, 2009 the British Columbia Securities Commission (“BCSC”) notified the Company that, based on section 3 of NI 51-509 and the BCSC’s assertion that the business of the Company was directed or administered from British Columbia on or after September 15, 2008, the Company was a reporting issuer  under the Securities Act of British Columbia (as amended). The Company disagrees with the position of the BCSC and has retained the services of a law firm based in British Columbia to contest this matter on behalf of the Company.

Information from current reports recently filed by the Company on Form 8-K

On June 3, 2009 the Company filed an 8-K announcing the receipt of a NI 43-101 “REPORT ON PRELIMINARY EXPLORATION C.O.D. AU-AG PROJECT KINGMAN AREA, ARIZONA” dated May 30, 2009 and authored by Duncan Bain, a “qualified person” within the meaning of that term as defined in NI 43-101.

Subsequent to June 30, 2009

Amendment of Certain Information from current reports recently filed by the Company on Form 8-K

On July 10, 2009 the Company filed an 8-K/A with the Securities Exchange Commission which again addressed the content and interpretation of the “REPORT ON PRELIMINARY EXPLORATION C.O.D. AU-AG PROJECT KINGMAN AREA, ARIZONA” dated May 30, 2009 (the “Report”). The Report was posted on the Company’s website and interpretation of the Report was left to the reader.


 
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On July 10, 2009 the Company filed another Current Report on Form 8-K with the Securities Exchange Commission (the “New K”) which again addressed the issue of the “REPORT ON PRELIMINARY EXPLORATION C.O.D. AU-AG PROJECT KINGMAN AREA, ARIZONA” dated May 30, 2009 (the “Report”). The New K addressed the matter of the Report’s compliance with the standards of disclosure required by NI 43-101. The New K has disclosed and advised that, in order to provide “consistency and clarity with respect to the timely discharge of the Company’s reporting obligations and with a view to avoiding any confusion to the public, the Report will be treated, regarded and reported as a document that is NOT COMPLIANT with the standards and requirements of NI 43-101” [emphasis added in original].

ITEM 6.   EXHIBITS



 
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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
U S Canadian Minerals Inc
   
Date:
July 15, 2009
 
 
 
By:/s/    Van der Bok Busboom                                                                           
               Van der Bok Busboom
Title:      President and CEO (Interim)
              Chief Financial Officer and Director
 
 
   




 
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