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 endedSeptember 30, 2008                                       
|     |                                                                                        
|[  ] | 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:  5,270,789 common shares and 129,699 Preferred A shares as of September 30, 2008.



1





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|                               |                                                                                       |     
|------------------------------ | ------------------------------------------------------------------------------------- | ----
|                               | TABLE OF CONTENTS                                                                     | Page
|PART I  FINANCIAL INFORMATION
|Item 1.                        | Financial Statements                                                                  | 3   
|Item 2.                        | Managements Discussion and Analysis of Financial Condition and Results of Operations | 11  
|Item 3.                        | Quantitative and Qualitative Disclosures About Market Risk                            | 14  
|Item 4T.                       | Controls and Procedures                                                               | 14  
|PART II  OTHER INFORMATION   
|Item 1.                        | Legal Proceedings                                                                     | 15  
|Item 1A.                       | Risk Factors                                                                          | 16  
|Item 2.                        | Unregistered Sales of Equity Securities and Use of Proceeds                           | 16  
|Item 3.                        | Defaults Upon Senior Securities                                                       | 16  
|Item 4.                        | Submission of Matters to a Vote of Security Holders                                   | 16  
|Item 5.                        | Other Information                                                                     | 16  
|Item 6.                        | Exhibits                                                                              | 17  



1





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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 September 30, 2008;                                                                                                                                                                                                   
|F-2                                                                                        | Unaudited Consolidated Statements of Operations for the three months ended September 30, 2008 and 2007, for the nine months ending September 30, 2008 and the nine months ending September 30, 2007, and from inception on January 9, 2001 to September 30, 2008;
|F-3                                                                                        | Unaudited Consolidated Statements of Cash Flows for the three months ended September 30, 2008 and 2007 and from inception on January 9, 2001 to September 30, 2008;                                                                                              
|F-4                                                                                        | Unaudited Consolidated Statement of Changes in Stockholders' Equity from inception on January 9, 2001 to September 30, 2008;                                                                                                                                     
|F-6                                                                                        | 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 September 30, 2008 are not necessarily indicative of the results that can be expected for the full year.



2





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|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|-------------------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------ | ------- | ---------- | ------------- | ----------- | ------------ | ------------ | -----
|U.S. CANADIAN MINERALS, INC.                                              
|(A Development Stage Company)                                             
|Balance Sheets                                                            
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|ASSETS                                                                    
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         |                                      |         |            | September 30, |             | December 31,
|                                                                           |                                                         |                                      |         |            | 2008          |             | 2007        
|                                                                           |                                                         |                                      |         |            |               | (unaudited) |              |              |      
|CURRENT ASSETS                                                             |                                                         |                                      |         |            |               |             |             
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           | Cash                                                    |                                      |         |            | $             | 4,636       |              | $            | 4,707
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         | Total Current Assets                 |         |            | 4,636         |             |              | 4,707       
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         | TOTAL ASSETS                         |         | $          | 4,636         |             | $            | 4,707       
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            
|                                                                           |                                                         |                                      |         |            |               |             |             
|CURRENT LIABILITIES                                                        |                                                         |                                      |         |            |               |             |             
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           | Accounts payable and accrued expenses                   | $                                    | 714,171 |            | $             | -          
|                                                                           | Due to related parties                                  |                                      |         | 20,881     |               |             | 22,139      
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         | Total Current Liabilities            |         |            | 735,052       |             |              | 22,139      
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|LONG TERM LIABILITIES                                                      |                                                         |                                      |         |            |               |             |             
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           | Due to related parties - long term                      |                                      |         | -          |               |             | -           
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         | Total Liabilities                    |         |            | 735,052       |             |              | 22,139      
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|STOCKHOLDERS' EQUITY (DEFICIT)                                             |                                                         |                                      |         |            |               |            
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           | Preferred stock - Series A; $0.001 par value;           |                                      |         |            |               |            
|                                                                           | 1,000,000 shares authorized; 129,699 and 129,849 shares |                                      |         |            |               |            
|                                                                           | issued and outstanding,respectively                     |                                      | 130     |            |               | 130        
|                                                                           | Common stock - Series A; $0.001 par value;              |                                      |         |            |               |            
|                                                                           | 200,000,000 shares authorized; 5,072,137 and 2,998,237  |                                      |         |            |               |            
|                                                                           | shares issued and outstanding,respectively              |                                      | 5,072   |            |               | 2,998      
|                                                                           | Treasury stock                                          |                                      |         |            | 1,000         |             |              | 1,000       
|                                                                           | Additional paid-in capital                              |                                      |         | 22,675,228 |               |             | 22,673,814  
|                                                                           | Accumulated deficit                                     |                                      |         |            | (23,411,846)  |             |              | (22,695,375)
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         | Total Stockholders' Equity (Deficit) |         | (730,416)  |               |             | (17,433)    
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|                                                                           |                                                         | TOTAL LIABILITIES AND STOCKHOLDERS'  |         |            |               |             |             
|                                                                           |                                                         | EQUITY (DEFICIT)                     |         | $          | 4,636         |             | $            | 4,706       
|                                                                           |                                                         |                                      |         |            |               |             |              |              |      
|The accompanying notes are an integral part of these financial statements.
|F-1                                                                       





3





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|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|-------------------------------------------------------------------------- | -------------------------- | ---------------------------- | -------------------------- | ------- | ------------------------- | ------- | ------------- | --------- | ------- | ------- | ----------- | -------- | -------- | ----------- | -------------- | ---------
|U.S. CANADIAN MINERALS, INC.                                              
|(A Development Stage Company)                                             
|Statements of Operations                                                  
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             | From Inception
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             | on January 1, 
|                                                                           |                            |                              | For the Three Months Ended |         | For the Nine Months Ended |         | 2004 Through 
|                                                                           |                            |                              | September 30,              |         | September 30,             |         | September 30,
|                                                                           |                            |                              | 2008                       |         | 2007                      |         | 2008          |           | 2007    |         | 2007       
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |         
|REVENUES                                                                   | $                          | -                            |                            | $       | -                         |         | $             | 3,000     |         | $       | 25,524      |          | $        | 133,524    
|COST OF REVENUES                                                           |                            | -                            |                            |         | -                         |         |               | -         |         |         | -           |          |          | -          
|GROSS MARGIN                                                               |                            | -                            |                            |         | -                         |         |               | 3,000     |         |         | 25,524      |          |          | 133,524    
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|OPERATING EXPENSES                                                         |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |            
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|                                                                           | General and administrative |                              | 204,006                    |         |                           | 10,067  |               |           | 715,807 |         |             | 39,657   |          |             | 7,332,277     
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|                                                                           |                            | Total Operating Expenses     |                            | 204,006 |                           |         | 10,067        |           |         | 715,807 |             |          | 39,657   |             |                | 7,332,277
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|INCOME (LOSS) FROM OPERATIONS                                              |                            | (204,006)                    |                            |         | (10,067)                  |         |               | (712,807) |         |         | (14,133)    |          |          | (7,198,753)
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|OTHER INCOME AND (EXPENSE)                                                 |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |            
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|                                                                           | Interest expense           |                              | (1,480)                    |         |                           | (7,509) |               |           | (3,664) |         |             | (22,527) |          |             | (246,431)     
|                                                                           | Gain on sale of assets     |                              | -                          |         |                           | -       |               |           | -       |         |             | -        |          |             | 41,889        
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|                                                                           |                            | Total Other Income (Expense) |                            | (1,480) |                           |         | (7,509)       |           |         | (3,664) |             |          | (22,527) |             |                | (204,542)
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|LOSS FROM CONTINUING OPERATIONS                                            |                            | (205,486)                    |                            |         | (17,576)                  |         |               | (716,471) |         |         | (36,660)    |          |          | (7,403,295)
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|GAIN (LOSS) FROM DISCONTINUED OPERATIONS                                   |                            | -                            |                            |         | -                         |         |               | -         |         |         | -           |          |          | (226,830)  
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|NET LOSS                                                                   | $                          | (205,486)                    |                            | $       | (17,576)                  |         | $             | (716,471) |         | $       | (36,660)    |          | $        | (7,630,125)
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|BASIC LOSS PER SHARE                                                       |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |            
|                                                                           | Continuing Operations      | $                            | (0.04)                     |         | $                         | (0.00)  |               | $         | (0.17)  |         | $           | (0.00)   |          |             |               
|                                                                           | Discontinued Operations    | $                            | -                          |         | $                         | -       |               | $         | -       |         | $           | -        |          |             |               
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|WEIGHTED AVERAGE NUMBER                                                    |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |            
|OF SHARES OUTSTANDING                                                      |                            | 4,808,029                    |                            |         | 102,581,270               |         |               | 4,289,554 |         |         | 102,581,270 |          |          |            
|                                                                           |                            |                              |                            |         |                           |         |               |           |         |         |             |          |          |             |                |          
|The accompanying notes are a integral part of these financials statements.
|F-2                                                                       





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|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|-------------------------------------------------------------------------- | ---------------------------------------------- | --------------------------------------- | -------------------- | ------- | ------------------------- | - | ------------- | -------- | ----------- | ----------- | -------------- | 
|U.S. CANADIAN MINERALS, INC.                                              
|(A Development Stage Company)                                             
|Statements of Cash Flows                                                  
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             | From Inception
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             | on January 1, 
|                                                                           |                                                |                                         |                      |         | For the Nine Months Ended |   | 2004 Through 
|                                                                           |                                                |                                         |                      |         | September 30,             |   | September 30,
|                                                                           |                                                |                                         |                      |         | 2008                      |   | 2007          |          | 2008       
|CASH FLOWS FROM OPERATING ACTIVITIES                                       |                                                |                                         |                      |         |                           |   |               |         
|                                                                           | Net loss                                       |                                         |                      | $       | (716,471)                 |   | $             | (36,660) |             | $           | (7,858,214)   
|                                                                           | Discontinued operations                        |                                         |                      | -       |                           |   | -             |          |             | (1,149,801)
|                                                                           | Adjustments to reconcile net loss to           |                                         |                      |         |                           |   |               |          |            
|                                                                           | net cash used by operating activities:         |                                         |                      |         |                           |   |               |          |            
|                                                                           |                                                | Stock issued for services               |                      | 21      |                           |   | -             |          |             | 21         
|                                                                           |                                                | Depreciation expense                    |                      |         | -                         |   |               | -        |             |             | 14,976        
|                                                                           | Changes in operating assets and liabilities    |                                         |                      |         |                           |   |               |          |            
|                                                                           |                                                | (Increase) decrease in deposits         |                      | -       |                           |   | -             |          |             | (5,227)    
|                                                                           |                                                | Increase (decrease) in accounts payable |                      |         |                           |   |               |          |             |            
|                                                                           |                                                | and accrued expenses                    |                      | 714,169 |                           |   | 31,145        |          |             | 1,101,069  
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           |                                                |                                         | Net Cash Used by     |         |                           |   |               |          |             |             |               
|                                                                           |                                                |                                         | Operating Activities |         | (2,281)                   |   |               | (5,515)  |             |             | (7,897,176)   
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                       |                                                |                                         |                      |         |                           |   |               |         
|                                                                           | Additions to property and equipment            |                                         | -                    |         |                           | - |               |          | (1,785,299)
|                                                                           | Loans made                                     |                                         |                      | -       |                           |   | -             |          |             | (915,239)  
|                                                                           | Proceeds from mineral properties               |                                         | -                    |         |                           | - |               |          | 551,227    
|                                                                           | Proceeds from investments                      |                                         | -                    |         |                           | - |               |          | 704,783    
|                                                                           | Additions to investments                       |                                         |                      | -       |                           |   | -             |          |             | (1,517,163)
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           |                                                | Net Cash Used by Investing Activities   |                      | -       |                           |   | -             |          |             | (2,961,691)
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                       |                                                |                                         |                      |         |                           |   |               |         
|                                                                           | Proceeds from loans                            |                                         |                      | 524     |                           |   | -             |          |             | 2,242,771  
|                                                                           | Repayment of loans                             |                                         |                      | (1,781) |                           |   | -             |          |             | (142,717)  
|                                                                           | Recission of common stock                      |                                         | -                    |         |                           | - |               |          | (879,500)  
|                                                                           | Reverse stock split                            |                                         |                      | -       |                           |   | -             |          |             | (76,859)   
|                                                                           | Stock based compensation                       |                                         | -                    |         |                           | - |               |          | 856,609    
|                                                                           | Stock  issued for services                     |                                         |                      | -       |                           |   | -             |          |             | 1,318,604  
|                                                                           | Proceeds from common stock and preferred stock |                                         | 3,467                |         |                           | - |               |          | 7,544,595  
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           |                                                | Net Cash Provided by                    |                      |         |                           |   |               |          |             |             |               
|                                                                           |                                                | Financing Activities                    |                      |         | 2,210                     |   |               | -        |             |             | 10,863,503    
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           |                                                | NET DECREASE IN CASH                    |                      | (71)    |                           |   | (5,515)       |          |             | 4,636      
|                                                                           |                                                | CASH AT BEGINNING OF PERIOD             |                      | 4,707   |                           |   | 7,771         |          |             | -          
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           |                                                | CASH AT END OF PERIOD                   | $                    | 4,636   |                           | $ | 2,256         |          | $           | 4,636      
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|SUPPLEMENTAL DISCLOSURES OF                                                |                                                |                                         |                      |         |                           |   |               |         
|                                                                           | CASH FLOW INFORMATION                          |                                         |                      |         |                           |   |               |          |            
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           | CASH PAID FOR:                                 |                                         |                      |         |                           |   |               |          |             |            
|                                                                           |                                                | Interest                                |                      | $       | -                         |   | $             | -        |             | $           | -             
|                                                                           |                                                | Income Taxes                            |                      | $       | -                         |   | $             | -        |             | $           | -             
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|                                                                           | NON CASH FINANCING ACTIVITIES                  |                                         |                      |         |                           |   |               |          |            
|                                                                           |                                                | Stock issued for mineral properties     | $                    | -       |                           | $ | -             |          | $           | 45,000     
|                                                                           |                                                |                                         |                      |         |                           |   |               |          |             |             |                | 
|The accompanying notes are an integral part of these financial statements.
|F-3                                                                       



5





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|                                             |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|-------------------------------------------- | --------------- | ------ | ------------ | ------ | --------- | -------- | ----------- | ----- | ---------- | ---------- | - | ----- | - | ------------ | - | -----------
|U.S. CANADIAN MINERALS, INC.                
|(A Development Stage Company)               
|Statements of Stockholders' Equity (Deficit)
|                                             |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|                                             |                 |        |              |        |           |          |             |       | 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                    | -               |        | -            |        | -         |          | -           |       |            | -          |   | -     |   | (5,226,338)  |   | (5,226,338)
|                                             |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|Balance, December 31, 2004                   | 527,450         |        | 527          |        | 1,368,106 |          | 1,369       |       |            | 21,727,554 |   | 1,000 |   | (20,242,822) |   | 1,487,628  
|                                             |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|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 |   | (21,233,537) |   | 623,386    
|                                             |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|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 |   | (22,044,232) |   | 7,772      
|                                             |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|Cancellation of common shares                |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            
|issued for services                          | -               |        | -            |        | (12,559)  |          | (13)        |       |            | 13         |   | -     |   | -            |   | 0          
|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                     |                 |        |              |        |           |          |             |       |            |            |   |       |   |              |   |            



6





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|                                                                           |          |   |      |  |           |   |       |  |   |            |   |       |   |              |   |          
|-------------------------------------------------------------------------- | -------- | - | ---- |  | --------- | - | ----- |  | - | ---------- | - | ----- | - | ------------ | - | ---------
|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 commons 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)        |   | -     |   | -            |   | (1)      
|Net loss for the year                                                      |          |   |      |  |           |   |       |  |   |            |   |       |   |              |   |          
|ended December 31, 2007                                                    | -        |   | -    |  | -         |   | -     |  |   | -          |   | -     |   | (651,143)    |   | (651,143)
|                                                                           |          |   |      |  |           |   |       |  |   |            |   |       |   |              |   |          
|Balance, December 31, 2007                                                 | 129,849  | $ | 130  |  | 2,998,237 | $ | 2,998 |  | $ | 22,673,814 | $ | 1,000 | $ | (22,695,375) | $ | (17,432) 
|                                                                           |          |   |      |  |           |   |       |  |   |            |   |       |   |              |   |          
|The accompanying notes are an integral part of these financial statements.
|F-4                                                                       





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|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|-------------------------------------------------------------------------- | --------------- |  | ------------ | ---- | ------- | --------- | -------- | - | ----------- |  | ---------- | ---------- | ------- | - | ----- |  | - | ------------ |  | - | ---------
|U.S. CANADIAN MINERALS, INC.                                              
|(A Development 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  |         | 2,998,237 |          | $ | 2,998       |  | $          | 22,673,814 |         | $ | 1,000 |  | $ | (22,695,375) |  | $ | (17,433) 
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|Issuance of common shares for                                              |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|conversion of preferred shares                                             | (15,516)        |  |              | (15) |         | 1,551,600 |          |   | 1,552       |  |            | (1,536)    |         |   | -     |  |   | -            |  |   | 1        
|Issuance of preferred stock                                                |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|for services                                                               | 20,000          |  |              | 20   |         | -         |          |   | -           |  |            | -          |         |   | -     |  |   | -            |  |   | 20       
|Issuance of common stock for cash                                          | -               |  |              | -    |         | 18,000    |          |   | 18          |  |            | 1,404      |         |   | -     |  |   | -            |  |   | 1,422    
|Issuance of common stock for cash                                          | -               |  |              | -    |         | 40,900    |          |   | 41          |  |            | 2,004      |         |   | -     |  |   | -            |  |   | 2,045    
|Issuance of common shares for                                              |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|conversion of preferred shares                                             | (4,634)         |  |              | (5)  |         | 463,400   |          |   | 463         |  |            | (458)      |         |   | -     |  |   | -            |  |   | -        
|Net loss for the nine months                                               |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|ended September 30, 2008                                                   | -               |  |              | -    |         | -         |          |   | -           |  |            | -          |         |   | -     |  |   | (716,471)    |  |   | (716,471)
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|Balance, September 30, 2008                                                | 129,699         |  | $            | 130  |         | 5,072,137 |          | $ | 5,072       |  | $          | 22,675,228 |         | $ | 1,000 |  | $ | (23,411,846) |  | $ | (730,416)
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|                                                                           |                 |  |              |      |         |           |          |   |             |  |            |            |         |   |       |  |   |              |  |   |          
|The accompanying notes are an integral part of these financial statements.
|F-5                                                                       









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U.S. CANADIAN MINERALS, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2008 and December 31, 2007





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 September 30, 2008, 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, 2007 audited financial statements.  The results of operations for the periods ended September 30, 2008 and 2007 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





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U.S. CANADIAN MINERALS, INC.

(A Development Stage Company)

Notes to Consolidated Financial Statements

September 30, 2008 and December 31, 2007



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.







NOTE 3  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recent Accounting Pronouncements



In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of  premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Companys financial position, statements of operations, or cash flows at this time.



In May 2008, the Financial Accounting Standards Board (FASB) issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOBs amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Companys financial position, statements of operations, or cash flows at this time.







10





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Item 2.      Managements Discussion and Analysis of Financial Condition and Results of  Operations

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.



11





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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 and develop mining properties throughout North and South America. The Company has the following projects, which are in varying stages of development.



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 mine 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 mine. This joint venture agreement entitles El Capitan Precious Metals Inc to receive 20%.of net profit.



Management have realized since taking over control of the company in Jan 2006 that the COD mine is by far the best asset that the company owns due to the in ground valuations from the commercial appraisal completed in November 2006. Since then, the Gold Silver Lead Zinc and Copper prices have increased. We are looking to attract either a major joint venture partner or a buyer to garner the best value for the company and its shareholders.



In November 2006 the Company was provided an outside commercial appraisal of COD mine valuing it at $6,800,000. The reserves in the November 2006 appraisal were estimated to yield in ground values of approximately $229,000,000 and eventual recovery of $187,000,000 in revenues, these reserves are broken down between Proven Probable and Possible. The estimated reserves at March 2008 metal prices were estimated to yield in ground values of approximately $615,549,550 and eventual recovery of $502,653,940 in revenues. These estimates were based on gold (22% of total values), silver (28.4%), lead (15.5%), zinc (25.0%), as well as copper (4.0%) prices at March 3, 2008. Management cautions readers that since March of 2008 these metal prices have weakened.



The reserves for which the Company obtained mineral rights through the El Capitan joint venture agreement were "proven or probable" that is, the Company had been provided an outside commercial appraisal of the estimated value of the property "as is" for $6,800,000.  The reserves are purported to have not been depleted since the date of the appraisal. No minerals were produced during the three months ended September 30, 2006.



No minerals were produced during the three months ended September 30, 2008.



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 $205,486 for the three months ended September 30, 2008, compared with a net loss of     $17,576 for the three months ended September 30, 2007. The increase was due to the costs incurred in bringing the Companys securities filings current and expenses incurred seeking new mineral projects.



The Companys 2008 activities were financed primarily through loans from management.



12





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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 December 31, 2007 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 3rd Quarter of 2008 there were no write downs or impairments of value of property assets, mineral rights or investment assets.



Off Balance Sheet Arrangements



As of September 30, 2008, there were no off balance sheet arrangements.



Going Concern

As shown in the accompanying financial statements, we have incurred a net loss of $23,411,846 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 the development of and, if successful, to commence the sale of our projects under development. As a result of the foregoing, there exists substantial doubt about our ability to continue as a going concern.





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 we have no accounting policies that fit this definition.







13





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Item 3. Quantitative and Qualitative Disclosures About Market Risk



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



Item 4T. Controls and Procedures

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.



Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework  Based on our assessment we believed that, as of December 31, 2007, our internal control over financial reporting was effective based on those criteria. We now realize that our financial reporting controls were deficient in so far as certain errors were not caught until post audit work was done and that we were deficient in adopting certain forms and language which must now be included in annual and quarterly reports.





As of  the  end of  the  period  covered  by  this  report,  we  carried  out an evaluation,  under the  supervision  and with the  participation  of management, including our Chief Executive Officer, our Chief Financial Officer and a person who performs the functions of the  principal accountant,  of  the  effectiveness  of the  design  and operation  of our  disclosure  controls  and  procedures  as  defined  in  Rules 13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934. Based upon that evaluation,   our  Chief  Executive  Officer, our Chief Financial Officer,  and  the person fulfilling the role of principal accountant concluded that our disclosure controls and procedures were effective to cause the material  information required to be disclosed by us in the reports that we file or submit  under the  Exchange Act to be  recorded,  processed,  summarized  and reported within the time periods specified in the SEC's rules and forms.



Due to post audit work we realized that a further round of review was needed before financial statements could be filed and that we had been deficient in including certain language in our review of internal controls and in the utilization of the newly required forms for certifications from our Chief Officers. We have taken steps to correct these deficiencies and it is the opinion of management that as of the date of the filing of this restated 2007 10 KSB/A we now have effective internal controls on financial reporting in place and operating to assure that our financial reporting is timely and reliable.



Significant changes in our internal controls or in other factors which could significantly affect internal  controls subsequent to the date we carried out our evaluation include an increased vigilance of SEC bulletins to ensure inclusion of proper forms and language in filings  with the commission and an added round of review of financial data before it is included in financial statements to be used in required filings







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 will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact



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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.





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 such complaint. Thus, a Default Judgment was entered against U.S. Canadian in the amount of $53,287.04 on April 18, 2006.



Management is in negotiations to resolve this issue without having to pay out the entire sum of the judgment. There is no assurance that management will be able to negotiate a lower sum. The Company may have to pay the entire sum.



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



On April 25, 2008, U S Canadian Minerals Inc was served with a civil suit by Steven M Brewer.  Within 48 hours, we reached a verbal agreement with Mr. Brewer concerning these allegations wherein he agreed to drop the suit. The next day he verbally assured us that he was at the Las Vegas courthouse withdrawing the suit. Contrary to his word to us he, without notifying us, kept the suit filed, in contravention of our agreement. This suit is without merit and is frivolous.  We will vigorously defend the Company.  Furthermore, we will pursue all avenues available to us to seek remedy for the Company.  It is our intention to file countersuit against Mr. Brewer.





Item 1A.      Risk Factors



Non-applicable to smaller reporting companies.



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



On Aug 7, 2008 the Corporation permitted the conversion of 4634 Preferred A shares into 463,400 shares of 144 stock.



On September 29, 2008 the Corporation issued 40,900 shares of 144 stock for investment.





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Subsequent to September 30, 2008

On October 2, 2008, the Corporation issued 100,000 shares of 144 stock to settle debt.



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 September 30, 2008.



Item 5.     Other Information



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



September 8, 2008 Corporation issued an 8K stating that a letter had been received from the SEC wherein the SEC stated they had completed their investigation (the Wells notice) of the Corporation and did not intend to recommend any enforcement action.



September 17, 2008 Corporation issued an 8K stating that financial for December 31, 2004 through December 31, 2007 had been restated in an amended 10 KSB/A for the year ending December 31, 2007. Also in this 8K it was announced that effective September 14, 2008 Adam Jenn stepped down as CEO and President of the Corporation and was now contracted as an advisor to the Board of Directors.



September 23, 2008 Corporation issued an 8K stating that the 2007 10KSB/A had been re amended to include new certification forms for the management of the Corporation.



Subsequent to September 30, 2008



October 2, 2008Corporation issued an 8K stating that Capital Path Securities 15 c211 application to make a market in the Corporations shares on the OTC.BB had been approved







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ITEM 6.   EXHIBITS



Item 6.      Exhibits



|               |                                                                                                                                                                              
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number | Description of Exhibit                                                                                                                                                       
|31.1           | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2           | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





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:  |                           | November 15, 2008                   
|       |                           |                                     
|By:    |                           | /s/ Van der Bok Busboom             
|Title: |                           | President and CEO (Interim)         
|       |                           | Chief Financial Officer and Director













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