U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-QSB





[X]
            Quarterly
      Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934For the quarterly period
      ended:   March
      31, 2006[  ]
            Transition
      Report pursuant to 13 or 15(d) of the Securities Exchange Act of
      1934For 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
      of other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      Number)





#161
      – 936 Peace Portal DriveBlaine,
      WA
            98230(Address
      of principal executive offices)
            (Zip
      Code)





Registrant's
      Phone:
            (702) 357
      8722





Check
whether the issuer (1) 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 shell company (as defined in Rule
12b-2 of the Exchange Act). [  ] Yes   [X]
No





State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date:  The registrant had 2,995,279 shares
of Common Stock, (0.001par value per share) issued and outstanding,
and 129,849 shares of Series “A” preferred stock, (0.001par value per
share); issued and outstanding as of December 31, 2007.





Transitional
Small Business Disclosure Format (check one): Yes [ ] No [X]





Table of Contents





TABLE OF
      CONTENTS
            PagePART I - FINANCIAL
      INFORMATIONItem
      1.
            Financial
      Statements
            3Item
      2.
            Plan of
      Operation
            4Item
      3.
            Controls and
      Procedures
            13PART II - OTHER
      INFORMATIONItem
      1.
            Legal Proceedings
            14Item
      2.
            Unregistered Sales of Equity
      Securities and Use of Proceeds
            15Item
      3.
            Defaults Upon Senior
      Securities
            16Item
      4.
            Submission of Matters to a Vote of
      Security Holders
            16Item
      5.
            Other
      Information
            16Item
      6.
            Exhibits
            18








2
 Table of Contents








ITEM 1. FINANCIAL INFORMATION








U.S.
CANADIAN MINERALS, INC.


FINANCIAL
STATEMENTS





MARCH 31,
2006 and DECEMBER 31, 2005











TABLE OF
CONTENTS








Our
      unaudited consolidated financial statements included in this Form 10-QSB
      are as follows:PageUnaudited
      Balance Sheets as of March 31, 2006
            F-1Unaudited
      Statements of Operations for March 31, 2006
            F-2Unaudited
      Statements of Stockholders’ Equity for March 31, 2006
            F-3Unaudited
      Statements of Cash Flows for March 31, 2006
            F-4Unaudited
      Notes to Financial Statements
            F-5





These
unaudited 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-QSB.  In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included.  Operating results for the interim
period ended March 31, 2006 are not necessarily indicative of the results that
can be expected for the full year.





3
 Table of Contents









U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Balance
      SheetsASSETSMarch
      31,
            
            December
      31,2006
            
            2006(Unaudited)CURRENT
      ASSETSCash
            
            
            
            $
            3,946
            
            $
            6,825Total
      Current Assets
            
            
            3,946
            
            
            6,825FIXED
      ASSETS, net
            
            
            
            27,294
            
            
            27,532OTHER
      ASSETSDeposits
            
            
            
            6,427
            
            
            5,227Investments
            
            
            
            857,380
            
            
            857,380Mineral
      properties
            
            
            
            1,258,250
            
            
            1,258,250Notes
      receivable-related party
            
            
            401,261
            
            
            401,261Total
      Other Assets
            
            
            2,523,318
            
            
            2,522,118TOTAL
      ASSETS
            
            $
            2,554,558
            
            $
            2,556,475LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            $
            392,401
            
            $
            386,902Due
      to related parties
            
            
            256,017
            
            
            240,016Net
      liabilities of discontinued operations
            
            627,317
            
            
            597,317Due
      to unrelated parties
            
            
            708,026
            
            
            708,026Total
      Current Liabilities
            
            
            1,983,761
            
            
            1,932,261STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock - Series A; $0.001 par value;1,000,000
      shares authorized; 527,450 sharesissued
      and outstanding
            
            
            226
            
            
            226Common
      stock - Series A; $0.001 par value;200,000,000
      shares authorized; 102,581,270shares
      issued and outstanding
            
            
            102,581
            
            
            102,581Treasury
      stock
            
            
            
            1,000
            
            
            1,000Additional
      paid-in capital
            
            
            21,753,944
            
            
            21,753,944Accumulated
      deficit
            
            
            
            (21,286,953)
            
            
            (21,233,537)Total
      Stockholders' Equity (Deficit)
            
            570,798
            
            
            624,214TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
            
            $
            2,554,559
            
            $
            2,556,475The
      accompanying notes are an integral part of these financial
      statements.











F -
1
 Table of Contents





U.S.
      CANADIAN MINERALS, INC.Statements
      of Operations(Unaudited)From
      Inceptionon
      January 1,For
      the Three Months Ended
            
            
            2004
      ThroughMarch
      31,
            
            
            March
      31,2006
            
            
            2005
            
            
            2006REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            108,000COST
      OF REVENUES
            
            
            -
            
            
            
            -
            
            
            
            -GROSS
      MARGIN
            
            
            -
            
            
            
            -
            
            
            
            108,000OPERATING
      EXPENSESGeneral
      and administrative
            
            
            45,907
            
            
            
            664,652
            
            
            
            6,254,000Total
      Operating Expenses
            
            
            45,907
            
            
            
            664,652
            
            
            
            6,254,000INCOME
      (LOSS) FROM OPERATIONS
            
            
            (45,907
            )
            
            
            (664,652
            )
            
            
            (6,146,000
            )OTHER
      (INCOME) AND EXPENSEInterest
      expense
            
            
            (7,509
            )
            
            
            (10,449
            )
            
            
            (222,424
            )Gain
      on sale of assets
            
            
            -
            
            
            
            -
            
            
            
            41,889Total
      Other Income (Expense)
            
            
            (7,509
            )
            
            
            (10,449
            )
            
            
            (180,535
            )LOSS
      FROM CONTINUING OPERATIONS
            
            
            (53,416
            )
            
            
            (675,101
            )
            
            
            (6,326,535
            )Gain
      (loss) on discontinued operations
            
            
            -
            
            
            
            -
            
            
            
            56,066NET
      LOSS
            
            $
            (53,416
            )
            
            $
            (675,101
            )
            
            $
            (6,270,469
            )BASIC
      LOSS PER SHARE
            
            $
            (0.00
            )
            
            $
            (0.02
            )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
            
            
            102,581,270
            
            
            
            32,532,920The
      accompanying notes are a integral part of these financials
      statements.









F -
2
 Table of Contents







U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)(unaudited)AdditionalPreferred
      Stock
            
            Common
      Stock
            
            Paid-In
            
            Treasury
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stock
            
            Deficit
            
            TotalBalance
      at January 1, 2004
            477,500
            
            $
            477
            
            1,335,448
            
            $
            1,336
            
            $
            13,808,025
            
            $
            -
            
            $
            (15,016,484)
            
            $
            (1,206,646)Issuance
      of preferred sharesfor
      services
            114,000
            
            
            114
            
            -
            
            
            -
            
            
            57,342
            
            
            -
            
            
            -
            
            
            57,456Issuance
      of common sharesfor
      services
            -
            
            
            -
            
            2,838,811
            
            
            2,839
            
            
            1,581,658
            
            
            -
            
            
            -
            
            
            1,584,497Issuance
      of common shares forconversion
      of preferred shares
            (254,050)
            
            
            (254)
            
            12,985,000
            
            
            12,985
            
            
            (5,182)
            
            
            -
            
            
            -
            
            
            7,549Cancellation
      of shares
            (140,000)
            
            
            (140)
            
            (94,500)
            
            
            (95)
            
            
            235
            
            
            -
            
            
            -
            
            
            -Issuance
      of preferred stockfor
      acquisition of mineral rights
            330,000
            
            
            330
            
            -
            
            
            -
            
            
            (156,746)
            
            
            -
            
            
            -
            
            
            (156,416)Fractional
      shares issued
            -
            
            
            -
            
            555
            
            
            -
            
            
            1,038
            
            
            -
            
            
            -
            
            
            1,038Issuance
      of common stock for cash
            -
            
            
            -
            
            9,277,508
            
            
            9,277
            
            
            3,274,424
            
            
            -
            
            
            -
            
            
            3,283,701Issuance
      of common sharesfor
      acquisition of mineral rights
            -
            
            
            -
            
            42,062,460
            
            
            42,063
            
            
            3,099,724
            
            
            1,000
            
            
            -
            
            
            3,142,787Netloss
      for the year endedthrough
      December 31, 2004
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,226,338)
            
            
            (5,226,338)Balance,
      December 31, 2004
            527,450
            
            
            527
            
            68,405,282
            
            
            68,405
            
            
            21,660,518
            
            
            1,000
            
            
            (20,242,822)
            
            
            1,487,628Fractional
      shares issued
            -
            
            
            -
            
            53,920
            
            
            53
            
            
            (53)
            
            
            -
            
            
            -
            
            
            -Issuance
      of common shares forconversion
      of preferred shares
            (301,700)
            
            
            (301)
            
            30,470,000
            
            
            30,470
            
            
            (30,169)
            
            
            -
            
            
            -
            
            
            -Recission
      of common stock
            -
            
            
            -
            
            (850,000)
            
            
            (850)
            
            
            (878,650)
            
            
            -
            
            
            -
            
            
            (879,500)Issuance
      of common stockfor
      services
            -
            
            
            -
            
            50,000
            
            
            50
            
            
            40,450
            
            
            -
            
            
            -
            
            
            40,500Issuance
      of common stock for cash
            -
            
            
            -
            
            4,312,534
            
            
            4,313
            
            
            916,988
            
            
            -
            
            
            -
            
            
            921,301Issuance
      of common sharesfor
      acquisition of mineral rights
            -
            
            
            -
            
            139,534
            
            
            140
            
            
            44,860
            
            
            -
            
            
            -
            
            
            45,000Net
      loss for the yearended
      December 31, 2005
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (990,715)
            
            
            (990,715)Balance,
      December 31, 2005
            225,750
            
            
            226
            
            102,581,270
            
            
            102,581
            
            
            21,753,944
            
            
            1,000
            
            
            (21,233,537)
            
            
            624,214Net
      loss for the three monthsended
      March 31, 2006
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (53,416)
            
            
            (53,416)Balance,
      March 31, 2006
            225,750
            
            $
            226
            
            102,581,270
            
            $
            102,581
            
            $
            21,753,944
            
            $
            1,000
            
            $
            (21,286,953)
            
            $
            570,798The
      accompanying notes are an integral part of these financial
      statements.











F -
3
 Table of Contents





U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Statements
      of Cash Flows(unaudited)From
      Inceptionon
      January 1,For
      the Three Months Ended
            
            
            2004
      ThroughMarch
      31,
            
            
            March
      31,2006
            
            
            2005
            
            
            2006CASH
      FLOWS FROM   OPERATING ACTIVITIESNet
      loss
            
            $
            (53,416
            )
            
            $
            (675,101
            )
            
            $
            (6,270,469
            )Discontinued
      operations
            
            
            -
            
            
            
            -
            
            
            
            (671,825
            )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Depreciation
      expense
            
            
            238
            
            
            
            2,099
            
            
            
            15,214Stock  issued
      for services
            
            
            -
            
            
            
            81,000
            
            
            
            1,000,632Stock
      based compensation
            
            
            -
            
            
            
            40,500
            
            
            
            531,781Changes
      in operating assets and liabilities(Increase)
      decrease in deposits
            
            
            (1,200
            )
            
            
            (8,000
            )
            
            
            (6,427
            )Increase
      (decrease) in accounts payableand
      accrued expenses
            
            
            51,499
            
            
            
            245,130
            
            
            
            438,399Net
      Cash Used byOperating
      Activities
            
            
            (2,879
            )
            
            
            (314,372
            )
            
            
            (4,962,695
            )CASH
      FLOWS FROM INVESTING ACTIVITIESAdditions
      to property and equipment
            
            
            -
            
            
            
            (591
            )
            
            
            (1,785,299
            )Loans
      made
            
            
            -
            
            
            
            (33,864
            )
            
            
            (915,239
            )Proceeds
      from mineral properties
            
            
            -
            
            
            
            -
            
            
            
            489,000Proceeds
      from investments
            
            
            -
            
            
            
            (442,693
            )
            
            
            704,783Additions
      to investments
            
            
            -
            
            
            
            -
            
            
            
            (1,517,163
            )Net
      Cash Used by Investing Activities
            
            
            -
            
            
            
            (477,148
            )
            
            
            (3,023,918
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from loans
            
            
            -
            
            
            
            590,310
            
            
            
            1,664,947Repayment
      of loans
            
            
            -
            
            
            
            -
            
            
            
            (140,936
            )Recission
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            (879,500
            )Proceeds
      from common stock and preferred stock
            
            
            -
            
            
            
            -
            
            
            
            7,346,048Net
      Cash Provided byFinancing
      Activities
            
            
            -
            
            
            
            590,310
            
            
            
            7,990,559NET
      DECREASE IN CASH
            
            
            (2,879
            )
            
            
            (201,210
            )
            
            
            3,946CASH
      AT BEGINNING OF PERIOD
            
            
            6,825
            
            
            
            201,210
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            3,946
            
            
            $
            -
            
            
            $
            3,946SUPPLIMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -NON
      CASH FINANCING ACTIVITIESStock
      issued for mineral properties
            
            $
            -
            
            
            $
            -
            
            
            $
            45,000The
      accompanying notes are an integral part of these financial
      statements.






F -
4
 Table of Contents


U.S.
CANADIAN MINERALS, INC.
 Notes to
Financial Statements
 March 31,
2006 and December 31, 2005
 
 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 March 31, 2006 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, 2005 audited financial statements.  The results of operations for
the periods ended March 31, 2006 and 2005 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.
  F -
5
 Table of Contents


ITEM 2. MANAGEMENT'S PLAN OF OPERATION





FORWARD-LOOKING
STATEMENTS





This Form
10-QSB includes "forward-looking statements" within the meaning of Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements, other than statements of
historical facts, included or incorporated by reference in this Form 10-QSB
which address activities, events or developments which the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof); finding suitable
merger or acquisition candidates; expansion and growth of the Company's business
and operations; and other such matters are forward-looking statements. These
statements are based on certain assumptions and analyses made by the Company in
light of its experience and its perception of historical trends, current
conditions and expected future developments, as well as other factors it
believes are appropriate under the circumstances. However, whether actual
results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, including general
economic, market and business conditions; the business opportunities (or lack
thereof) that may be presented to and pursued by the Company; changes in laws or
regulation; and other factors, most of which are beyond the control of the
Company.





These
forward-looking statements can be identified by the use of predictive,
future-tense or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "will," or similar terms. These
statements appear in a number of places in this Filing and include statements
regarding the intent, belief or current expectations of the Company, and its
directors or its officers with respect to, among other things: (i) trends
affecting the Company's financial condition or results of operations for its
limited history; (ii) the Company's business and growth strategies; and, (iii)
the Company's financing plans. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Such factors that could adversely affect actual results and
performance include, but are not limited to, the Company's limited operating
history, potential fluctuations in quarterly operating results and expenses,
government regulation, technological change and competition.





Consequently,
all of the forward-looking statements made in this Form 10-QSB are qualified by
these cautionary statements and there can be no assurance that the actual
results or developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequence to or
effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.




4
 Table of Contents





GENERAL
DESCRIPTION OF BUSINESS





U.S.
Canadian Minerals, a Nevada Corporation.  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 100% 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 the mine. This joint venture agreement
entitled El Capitan Precious Metals Inc to receive 20%.





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 two to three fold. 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.





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 $5,000,000The reserves are purported to have not been depleted since
the date of the appraisal. No minerals were produced during the three months
ended March 31, 2006





Durangoro





The
Company owned a majority interest in Durango Oro, S.A., Compania Minera with
offices located at Circunvalacion Norte, #511, Machala El Oro, Ecuador. Such
offices are shared with Santa Fe Mining Company, S.A., an Ecuador company in
which we own 80%. Sante Fe owns the mineral processing plant and land known as
“Buza”. In 2005, the Company did not have managerial control of Durango Oro. A
mineral processing plant, known as Durango I, was operated by Durango Oro in
Ecuador. In 2005, the Company acquired another mineral processing plant known as
Durango II. The Durango I was operational at the time on-site auditing field
work was completed in Ecuador in May, 2006. At March 31, 2006, these processing
plants were wholly owned, but not controlled, by the Company, and are
investments rather than subsidiaries.


5
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Langley
Park Investment Trust





The
Company also entered into a stock purchase agreement to sell 1,714,000 shares of
common stock to an unrelated party at the average per share price of the closing
bid of the Company's common stock for the 10 trading days immediately preceding
July 30, 2004. The acquiring entity was to use its shares as consideration for
the purchase. On August 8, 2004 the company issued 1,714,000 shares to Langley
Park Investment Trust (LPIT) in exchange for shares of Langley Park Investment
Trust. Langley Park Investment Trust is a mutual fund traded on the London AIM
exchange investing primarily in microcap mining stocks. The Company received
4,958,896 shares of LPIT in exchange for 1,714,000 shares of company stock. On
March 29, 2005, the Company sold 2,231,503 shares of its investment in Langley
Park PLC and the amount of proceeds received by the Company on April 1, 2005,
net of sales commissions, was $581,228. In 2005 the Company sold a total of
2,479,448 shares leaving 2,479,448 shares of LPIT in escrow upon which LPIT held
a call option exercisable at 1 pence per share if the company's stock decreased
in value by an agreed upon percentage. Due to the precipitous decline of the
value of the company's stock in 2005, this option became exercisable in October,
2006. LPIT called the stock at 1 pence per share as per the 2004 acquisition
agreement.





North
Star Diamonds, Inc.





On August
30, 2005, the Company entered into a material agreement to acquire a royalty
interest by issuing restricted stock to North Star Diamonds, Inc. for a joint
drilling program.





Lincoln
County





The
company acquired from Nevada Minerals, Inc. for nominal consideration, an option
to purchase a mining operation and associated property located in Rachel,
Lincoln County, Nevada, (the "Rachel Property") for an exercise price of
$2,000,000. Nevada Minerals' title to the Rachel Property is the subject of
litigation. Nevada Minerals acquired the Rachel Property in a foreclosure
proceeding, and the person from whom title to the Rachel Property was acquired
in the foreclosure has filed a lawsuit against Nevada Minerals to have such
title reinstated in it. While the company had initially formed an intention to
exercise the option to acquire the Rachel Property, it no longer intends to do
so because of its focus on its Ecuador projects described below and because it
would have to spend $300,000 to build a processing facility on the property. The
option does not expire until failure to exercise upon 10 days written notice of
a bona fide offer to purchase the Rachel Property by a third property, however,
and the Company may exercise the option to acquire the Rachel Property at any
time that the Company concludes that it is in its best interest to do so. John
Edward Dhonau, who beneficially owned a majority of the Company's common stock
as at March 31, 2006 owns all of and controls Nevada Minerals, Inc.





At the
time the Company intended to exercise the option to acquire the Rachel Property,
it entered into a land use agreement with Nevada Minerals that gave it the right
to enter the property to begin building a processing facility.







6
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Juina
Mining Corporation





On March
23, 2004, the Company acquired 10 million shares of the Preferred Stock of Juina
Mining Corporation, a Nevada corporation ("Juina"), in exchange for $116,000 in
cash and a note in the principal amount of $84,000 (which note was subsequently
paid in full). At the same time, the Company acquired 25 million, 5 million and
5 million shares of Juina common stock, respectively, from James D. McFadden,
Mark Hutchison and Richard Taulli in exchange for 833,334 shares, 179,091 shares
and 150,000 shares respectively, of the Company's common stock. Subsequently,
the Company converted the preferred stock to 80 million shares of Juina common
stock, giving the Company 77.1% of Juina's total outstanding common stock. At
the time of this acquisition, there was an understanding between the Company and
Mr. Hutchison that he would become a Director of the Company.





Juina
owns 49% of a joint venture called Juina Mining Mineracao, Ltd. ("JMML"). The
remaining 51% of JMML is owned by DIAGEM International Resources Corp., a
Canadian corporation ("DIAGEM").





The sole
asset of JMML is an 86% working interesting the mineral and mining rights to
2,471 acres of land in the District of Juina, Mato Grosso, Brazil ("Property
1000") as well as the equipment and processing facility appurtenant
thereto.





At
present, there are no operations being conducted by JMML because, among
other


considerations,
the required permits have not been issued by the relevant governmental agencies.
Permits for mining were never obtained and plans for mining have been abandoned.
Moreover, JMML is controlled by Diagem, which has publicly disclosed that it
considers JMML to be inactive.





JMML,
however, has entered into a Joint Venture Agreement with Mineradora ECO with
respect to a 49.80 hectare parcel in the western portion of Property 1000. As
part of the Joint Venture Agreement, Mineradora CEO is entitled to 50% of all
revenue generated by the sale of diamonds produced from this portion of Property
1000. In return, Mineradora ECO will undertake the task of securing land owner
permissions and all government permits and licenses in order to commence
operations and act as the operator on the 49.80 hectare parcel. To date
Mineradora ECO has been unsuccessful in obtaining these permits and licenses,
and there is no assurance that it will ever do so. This agreement was never
fulfilled and the project was abandoned.





Yellow
River Mining





On March
22, 2004, Juina Mining issued 5,000,000 of its restricted common shares to
acquire 80% of the issued and outstanding shares of Yellow River Mining S.A.,
which owned processing plants in the Provincia Del Oro (Province of Gold) in
southwest Ecuador. Yellow River is an active mine with unproven reserves and has
not produced significant amounts of revenue. Under the terms of the agreement,
Yellow River S.A. is to receive 50% of the gold it extracts at its plants. The
other 20% of Yellow River Mining S.A. is owned by an individual who is an
Ecuadorian resident, from whom the company acquired its 80% interest. The
Company anticipated using proceeds from subsequent offerings to construct and
improve mining facilities at Yellow River.







7
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CMKM
Diamonds, Inc. owned a producing mine shaft near one of the Yellow River
processing plants. The company has an agreement with CMKM Diamonds pursuant to
which CMKM Diamonds must use that processing plant to extract the gold ore from
that mine except for the extent the production of such ore exceeds the
processing plants capacity. CMKM Diamonds was to pay Nevada Minerals a fee equal
to 20% of its revenues from that mine. The Yellow River Mining Co. processed ore
from the American Shaft in 2004 and 2005.





In April
2005, the Company entered into an agreement to sell its interest in the Yellow
River Mining Company, S.A. The Company closed on its sale of its 80% interest in
Yellow River Mining Company., S.A., an Ecuador corporation. Such property was
previously owned by Juina Mining Corporation, in which the Company owned a
majority interest. The cost basis of the Company’s interest in the Yellow River
Mining Company, S.A. is $151,000. Nevada Minerals, a related party and
controlling shareholder, paid the Company $800,000, which included the
assumption of debt owed by the Company to the buyer. In addition, the Company
(through the Durango Oro, S.A. company) retained the processing plant and land
located at Durango I. At closing, Nevada Minerals Inc. paid various obligations
of Yellow River Mining Company, including bank fees, unpaid salaries and bonuses
to its Ecuadorian employees and managers, and financial obligations for
processing plant equipment. The Company received no net proceeds from the sale
of such property and the Company no longer has any financial interest in the
Yellow River Mining Company, S.A. By March 2006, the Company began operations of
the Durango I processing plant and incurred its own costs associated with such
operations. At that time, the buyer of its extracted gold and tailings
containing gold and other minerals was the Yellow River Mining Company, which
continued to process the tailings in order to extract the remaining minerals. By
2006 the Durango I processing plant was selling its gold, tailings and other
minerals to other individuals and companies.





CMKM
Diamonds, Inc.





Current
management wrote down the value of the Company’s prior management’s investment
with CMKM to $0 in the subsequent events section of the 2004 10 KSB which was
released in January of 2007. One of the first priorities identified by current
management upon undertaking responsibilities at the Company was to extricate and
divorce the Company from entanglements with CMKM.





What
follows is the history of the Company’s prior management’s dealings with
CMKM





On July
18, 2004, the Company agreed to purchase a 5% interest in all current and future
claim holdings and mineral interests of CMKM Diamonds, Inc. in exchange for
7,500,000 shares of the Company's common stock. The company also executed an
option agreement to purchase up to an additional 10% of CMKM Diamonds, Inc. at a
price of $1,500,000 for each 1% purchased. The Company had one year from the
date of the agreement to execute all or part of the option in minimum 1%
increments.





8
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On July
18, 2004, the Company acquired 5% of all mineral holdings of CMKM Diamonds, Inc.
("CMKM") for 7,500,000 (22,500,000 post-split) shares of common stock of the
Company. On the same date, the Company acquired an option to purchase an
additional 10% of such mineral holdings. The exercise price of this option was
$15,000,000. On July 27, 2004, the Company made its initial exercise pursuant to
this option in the amount of $3,000,000 which is equivalent to an additional 2%
of such mineral holdings.





On
September 9, 2004, the Company exercised an additional portion of the option
agreement with CMKM in the amount of 1.66% for $2,5000,000. On September 9, 2004
the Company exercised an additional portion of the option agreement with CMKM in
the amount of 5.33% for $8,000,000.





Most of
CMKM Diamonds, Inc.'s holdings are in Saskatchewan, Canada in the general
vicinity of the Company's Fort a La Corne and Smeaton holdings.





Nevada
Minerals, Inc.





In
February of 2007 the current management successfully negotiated the cancellation
of over 39,000,000 common shares of the Company beneficially held by the John
Edward Dhonau, President of Nevada Minerals, Inc. As it is the opinion of
current management that Nevada Minerals was instrumental in orchestrating the
entire CMKM/ Saskatchewan affair with regards to the Company’s dealings with
those areas and entities current management has terminated all dealings with
Nevada Minerals.





What
follows is the history of the Company’s prior management’s dealings with Nevada
Minerals, Inc





On July
19, 2004, the Company entered into an agreement with Nevada Minerals, Inc a
related party and affiliate of the Company, to purchase an additional 20%
interest in 500,000 acres of Canadian property, which was subject to a joint
venture between two entities. The property is located in Fort a La Corne,
Saskatchewan, Canada (see above). The company acquired such interest for 100,000
preferred shares (pre forward 3:1 split). The interest purchased current and
future mineral rights but did not include any real property interests. In 2005,
an independent appraiser had valued the total mineral rights associated with the
500,000 acres at approximately $12,000,000. Subsequently management has
determined that these mineral rights were impaired, and that the interest should
be valued based on the cost basis of the acquisition of such property rights by
Nevada Minerals, which was $127,000.





Fort a La
Corne





On
January 20, 2004, the Company acquired from Nevada Minerals, Inc. a 20% interest
in the mineral rights to 500,000 acres in Saskatchewan Canada near Fort a La
Corne (the "fort a La Corne Property"). The Company issued 5,000,000 shares of
its common stock to Nevada Minerals, Inc as consideration for such rights.
Subsequently on July 18, 2004, Nevada Minerals conveyed an additional 20%
interest in the mineral rights to the Fort a La Corne Property to the Company
for 100,000 shares of Series A Preferred Stock, giving the Company an aggregate
40% of the mineral rights to the Fort a La Corne property. The mineral rights
include the right to explore and exploit all minerals discovered in the Fort a
La Corne property.





9
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Juina
Mining





On July
28, 2004, the Company entered into an asset purchase agreement with Juina Mining
Corporation to purchase its entire investment in Yellow River Mining, SA in
exchange for 50,000 shares of the Company's common stock. During the period July
28, 2004 through 2005, the Company commenced construction of the processing
plant and facilities located at the Yellow River site. The Company made a
significant investment in such construction. Subsequently, the Yellow River
Mining Company, S.A. was transferred to our company. We held a majority interest
in this investment but did not control this investment. It was later sold to
Nevada Minerals, a related party and affiliate, for $800,000, as discussed
previously. At December 31, 2004 and 2005, the value of our remaining interest
in Juina is reported by management at cost of $151,000. At the date of our
disposition of our interest in Juina is reported by management at cost of
$151,000. At the date of our disposition of our interest in Juina in September
2006, the value of our interest in Juina is recorded at the lesser of cost or
fair market value and is $151,000.





MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





The
Company has a limited operating history upon which an evaluation of the Company,
its current business and its prospects can be based. The Company's prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages of
development. Such risks include inadequate funding the company's inability to
anticipate and adapt to a developing market, the failure of the company's
infrastructure, changes in laws that adversely affect the company's business,
the ability of the Company to manage its operations, including the amount and
timing of capital expenditures and other costs relating to the expansion of the
company's operations, the introduction and development of different or more
extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources, the
inability of the Company to attract, retain and motivate qualified personnel and
general economic conditions.





The
Company expects that its operating expenses will increase significantly,
especially as it implements its business plan. To the extent that increases in
its operating expenses precede or are not followed by commensurate increases in
revenues, or that the Company is unable to adjust operating expense levels
accordingly, the Company's business, results of operations and financial
condition would be materially and adversely affected. There can be no assurances
that the Company can achieve or sustain profitability or that the Company's
operating losses will not increase in the future.


10
 Table of Contents





Critical
Accounting Policies and Estimates




The
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with generally accepted accounting principles. The preparation of
these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenue, and expenses and
related disclosure of contingent assets and liabilities. On an ongoing basis, we
evaluate our estimates. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the
circumstances. These estimates and assumptions provide a basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions, and these differences may
be material.







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 $53,416 for the three
months ended March 31, 2006, compared with a net loss of $675,101 for the three
months ended March 31, 2005.





The
Company’s 2006 activities were financed primarily through sales of restricted
common stock.





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, 2005
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 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





During
2004, the Company determined that the values of many of its properties were
substantially or materially less than the value that was originally recorded.
These include the claims in Smeaton, Fort a La Corne, Saskatchewan, Canada,
investments in mineral rights in Saskatchewan purchase from CMKM Diamonds, Inc.,
investments in Nevada Magnetics and 5616 hectares of mining property in
Ecuador.







11
 Table of Contents





The
Company recorded a reduction in the purchase price of 100% of the originally
recorded cost of its investment assets of CMKM Diamonds, Inc. On July 12, 2005,
the U.S. SEC issued an order revoking the registration of each class of
securities of CMKM. Although the Company believes it may have a remaining claim
to some of the assets of CMKM, if any, the Company has insufficient information
in which to base a recording of any asset relative to this claim.





Due to
the uncertainty of value, lack of liquidity, and the speculative nature of the
venture, the Company’s investment in the Juina Mining Company was written down
to its estimated fair market price of $151,000.





Due to
the uncertainty of value, liquidity, and the speculative nature of the stock, at
December 31, 2004 all free trading shares held by the Company of Langley Park
PLC (“LPI”), are valued at $749,413. This reflects an impairment of $604,514
recorded at December 31, 2004. LPI is a mutual fund made up of approximately one
dozen small cap public companies and is traded on the AIM London exchange. On
March 29, 2005, the Company sold 2,231,503 shares and the amount of proceeds
received by the Company on April 1, 2005, net of sales commissions, was
$581,228.





Due to
the uncertainty of value, liquidity, and the speculative nature of the stock,
all shares of Langley Park PLC held by the Company in escrow in the Company’s
account (which was impounded until Fall, 2006) at Christows stock brokerage
firm, London, England, should be valued at one pence per share (USD $0.018 per
share). At April 21, 2006 the Company owned 2,479,448 shares in escrow.
Subsequently, in 2006, LPI called such shares at this amount, and the Company
owns no shares of LPI trust.





Off
Balance Sheet Arrangements





As of
March 31, 2006, there were no off balance sheet arrangements.





Going
Concern




As shown
in the accompanying financial statements, we have incurred a net loss of
$21,286,953 since inception. To achieve profitable operations, we require
additional capital for obtaining producing oil and gas properties through either
the purchase of producing wells 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 products under
development. As a result of the foregoing, there exists substantial doubt about
our ability to continue as a going concern.




12
 Table of Contents





Item 3.    Controls and
Procedures





We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of March 31, 2006.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer, Mr. Adam Jenn and our Chief Financial Officer, Mr. Van der
Bok Busboom.  Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that, as of March 31, 2006, our disclosure
controls and procedures are effective. There have been no changes in our
internal controls over financial reporting during the quarter ended March 31,
2006.





Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.





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 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.











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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.





James McFadden v. U.S.
Canadian Minerals, Inc. - American Arbitration Assoc. No. 79 168 00084 05
MAGE





On or
about May 26, 2005, James McFadden filed a demand for Arbitration before the
American Arbitration Assoc. pursuant to the March 23, 2004 Agreement entered
into between McFadden and U.S. Canadian whereby U.S. Canadian agreed to purchase
from McFadden 25 million common shares of Juina Mining Corp. in exchange for:
(i) 277,778 shares of common stock of U.S. Canadian; (ii) an option to
repurchase the 277,778 U.S. Canadian shares at a price of $4.00 per share for a
period of 1 year commencing on April 1, 2004; and (iii) a loan payment by U.S.
Canadian to McFadden in the amount of $300,000 on or before April 30, 2004, for
which McFadden was to pledge 75,000 of the above shares, post 90-1 conversion,
as a security interest for the $300,000 loan. Subsequent of the execution of
that March 2004 Agreement, McFadden alleges that U.S. Canadian participated with
other Defendants in causing the promised U.S. Canadian shares to be sold
illegally into the public market, nor did U.S. Canadian pay McFadden the
$300,000 loan/payment. The Company does not admit such claims. The amount
claimed in this matter was for $300,000.





Stephen Issod v. U.S.
Canadian Minerals, Inc. et al. - U.S. District Court Case No.
CV-S-05-0939-KJDIJUJ





This
matter was filed against U.S. Canadian Minerals, Inc. on August 5, 2005 alleging
breach of royalty interests and payments due from diamonds mined from a
Brazilian diamond mine. Specifically, Plaintiff's claim was for a 6.78% interest
in the diamonds mined, and the verified Complaint estimated the diamonds worth
over 50 million dollars. The Company did not admit or deny such
claims.





Subsequent
Event





Subsequent
to March 31, 2006, the issues discussed above regarding McFadden and Issod were
satisfactorily settled. On Nov. 2, 2006 the Company agreed to the transfer of
471,000 shares of Juina Mining Company (post 350:1 rollback). At the time of the
settlement Juina shares were trading on the Pink Sheets. The average volume of
trading and average price per share in Juina commons shares in the month of
October is considered undeterminable due to the fluctuation in the trading
activity.  During that month, the high price per share was $4.00 and the
low price per share was $1.30.  The high trading volume was 1000 shares and
the low trading volume was zero shares.  As of the date of this
report, the Company has not yet effectuated the terms of the settlement
agreement as the stock transfer to McFadden and Issod is incomplete.  The
Company has no dispute regarding to terms of the settlement
agreements.





14
 Table of Contents





On
October 28, 2004, the U.S. Securities and Exchange Commission announced the
temporary suspension of trading in the Company's securities. The suspension
expired by its terms at 11:59 PM on November 10, 2004. The SEC stated that the
suspension was because of questions that had been raised about the accuracy of
publicly disseminated information concerning other things, the Company's
financing and mining activities and the value of the Company's purported
assets.





ITEM 2.  CHANGES IN SECURITIES AND USE OF
PROCEEDS





PREFERRED
STOCK - SERIES A





The
Company is authorized to issue 1,000,000 shares of its $0.001 par value Series
A, B and C preferred stock.





Issuance of preferred stock
subsequent to March 31, 2006





On
December 8, 2006 the Company issued 40,000 Preferred “A” shares to First Star
Strategies for partial compensation for consulting fees in 2006.





On
December 8, 2006 the Company issued 40,000 Preferred “A” shares to Maria Regina
Caeli Management Corp for partial compensation for consulting fees in
2006.





COMMON
STOCK





The
Company is authorized to issue 200,000,000 shares of its $0.001 par value common
stock.





On
January 12, 2006 the Company issued 500,000 shares of its common stock for cash
investment. As discussed above, this stockholder also received a warrant to
redeem such shares.





On
January 27, 2006 the Company issued 320,000 shares of its common stock for cash
investment.


15
 Table of Contents





Issuance
of Common stock subsequent to March 31, 2006





On April
1, 2006 the Company agreed to issue 2,000,000 of its common shares for
services.





On May
24, 2006 the Company issued 1,666,667common shares for cash
investment.





On
January 26, 2007 the Company issued 25,999 Preferred “A” for
services.





On
January 26, 2007 the Company issued 339,167 common shares for
services.





On
February 5, 2007 the Company cancelled 39,626,500 shares in agreement with a
shareholder.





On
February 9, 2007the Company issued 3,900,400 common shares for
services.





On
February 15, 2007 the Company issued 2,000,000 shares for services.





On June
7, 2007 the Company issued 71,620,688 common shares for services.





ITEM 3.DEFAULTS UPON SENIOR SECURITIES





None.





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS





None.





ITEM 5.OTHER INFORMATION





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





On
January 26, 2006 the Company filed a Form 8-K announcing the appointment of Adam
Jenn as President and Frank J. Van der Bok Busboom as Chief Financial
Officer.





On March
10, 2006 the Company filed a Form 8-K to report the dismissal of Kyle Tingle CPA
as the Company’s independent auditor and the engagement of Ronald N. Silberstein
CPA, PLLC as the Company’s new independent auditor.


16
 Table of Contents





On March
23, 2006 the Company filed a Form 8-K that on March 14, 2006, U. S. Canadian
Minerals, Inc. (the “Company”) received a “Wells Notice” from the staff of the
Securities and Exchange Commission (the “SEC”). The Wells Notice notifies
the Company that the SEC staff is considering recommending that the SEC bring a
civil enforcement proceeding against the Company for possible violation of the
federal securities laws pertaining to fraudulent disclosures, failure to file
reports in a timely manner and improper accounting practices.




Under SEC
procedures, the Company has the opportunity to respond to the SEC staff before
the staff makes a formal recommendation regarding any action to be taken against
the Company by the SEC.





On May 4,
2006 the Company filed a Form 8-K to report the resignation of Rendal Williams
as CEO, Director and Chairman of the Board.





On
February 5, 2007, the Company filed a Form 8-K to report the cancellation of
39,626,500 shares of stock and also to report that the Company has obtained an
option on 1200 hectares of mining claims in the Xth region of
Chile.





On May
25, 2007 the Company filed a Form 8-K to report the resignation of Ronald N.
Silberstein as the Company’s independent auditor.





On
October 9, 2007 the Company filed a Form 8-K to announced today a 50 to 1
reverse split of its' common shares.





On
October 23, 2007, the Company filed a Form 8-K to announce the engagement of
Ronald Serota CPA, P.C., a Nevada PCAOB registered CPA firm, as its principal
accountants and also to announce that on Oct. 23, 2007 the company had disposed
of 80% of its interests in Santa Fe Mining S.A.





On March
14, 2008 the Company filed a Form 8-K announcing the resignation of Ronald
Serota CPA a Nevada PCAOB registered CPA firm,and the appointment of
Blackwing Group LLC, a Missouri PCAOB registered  CPA firm as
auditor





Change in Registrant’s
Certifying Accountant.





Effective
March 7, 2006 the Board of Directors of the Company engaged Ronald N.
Silberstein CPA, PLLC (“Silberstein“) as our new independent auditor. The
Company did not consult with Silberstein during the fiscal years ended 2005 and
2004, or during the subsequent interim reporting periods from the last fiscal
year ended of December 30, 2004, through and including December 31, 2005, on the
application of accounting principles, the type of opinion Silberstein might
issue on our financial statements or with respect to any disagreements with or
reportable event in connection with the performance of services by Kyle Tingle,
the Company’s former independent auditor


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Subsequent
to March 31, 2006





Effective,
October, 2007 the Board of Directors of the Company engaged Ronald Serota CPA,
P.C., as our new independent auditor.  The Company did not consult
with Ronald Serota CPA P.C. during the fiscal years ended 2005 or during the
subsequent interim reporting periods from the last fiscal year ended of December
30, 2004, through and including December 31, 2005, on the application of
accounting principles, the type of opinion the former auditor Ronald Silberstein
might issue on our financial statements or with respect to any disagreements
with or reportable event in connection with the performance of services by
Ronald Silberstein or Kyle Tingle, the Company’s former independent
auditor.





On March
14, 2008 the Company filed a Form 8-K announcing the resignation of Ronald
Serota CPA a Nevada PCAOB registered CPA firm,and the appointment of
Blackwing Group LLC, a Missouri PCAOB registered CPA firm as
auditor





SEC
Investigation





On March
14, 2006, U. S. Canadian Minerals, Inc. (the “Company”) received a “Wells
Notice” from the staff of the Securities and Exchange Commission (the
“SEC”). The Wells Notice notifies the Company that the SEC staff is
considering recommending that the SEC bring a civil enforcement proceeding
against the Company for possible violation of the federal securities laws
pertaining to fraudulent disclosures, failure to file reports in a timely manner
and improper accounting practices.





Under SEC
procedures, the Company has the opportunity to respond to the SEC staff before
the staff makes a formal recommendation regarding any action to be taken against
the Company by the SEC





ITEM 6.EXHIBITS





The
following documents are included or incorporated by reference as exhibits to
this report:





Exhibit
              Number
            Description31.1
            Certification of Chief
      Executive Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification of Chief
      Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification of Chief
      Executive Officerand Chief Financialpursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002





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SIGNATURES





In
accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.





Date:  April
24, 2008





U.S. Canadian
      Minerals, Inc.RegistrantBy:
      /s/Adam
      JennAdam
      Jenn
              Chief
      Executive Officer and Director







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