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
      1934For
      the quarterly period ended:  June 30,
      2009[ 
       ]
                          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
      or other jurisdiction of incorporation or organization)
                (IRS
      Employer Identification No.)
 
 161-936 Peace Portal Drive, Blaine Washington
      98230(Address
      of principal executive
offices)
 
 702-357-8722(Registrant’s
      telephone number, including area code)_______________________________________________________________(Former
      name, former address and former fiscal year, if changed since last
      report)
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days [X]
Yes    [  ] No
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “a smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer [   ]
              Accelerated
      filer [   ]Non-accelerated
      filer [   ]
              Smaller
      reporting company [ X ]
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [  ] Yes   [X] No
 
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 7,417,203common shares and
129,699 Preferred “A” shares as of June 30, 2009.
  Table
of Contents
  TABLE OF
      CONTENTS
                    PagePART I – FINANCIAL INFORMATIONItem
      1.
                    Financial Statements
                    3Item
      2.
                    Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
                    4Item
      3.
                    Quantitative and Qualitative Disclosures About Market
      Risk
                    9Item
      8a.
                    Controls and Procedures
                    10PART II – OTHER INFORMATIONItem
      1.
                    Legal Proceedings
                    12Item
      1A.
                    Risk Factors
                    12Item
      2.
                    Unregistered Sales of Equity Securities and Use of
      Proceeds
                    13Item
      3.
                    Defaults Upon Senior Securities
                    13Item
      4.
                    Submission of Matters to a Vote of Security
      Holders
                    13Item
      5.
                    Other Information
                    13Item
      6.
                    Exhibits
                    14
   - 2
-
 Table
of Contents
  PART
I - FINANCIAL INFORMATION
 
 Item 1.      Financial
Statements
 
 Our
      unaudited consolidated financial statements included in this Form 10-Q are
      as follows:F-1
              Unaudited
      Consolidated Balance Sheet as of June 30, 2009;F-2
              Unaudited
      Consolidated Statements of Operations for the three months ended June 30,
      2009 and 2008, for the three months ending June 30, 2009 and the three
      months ending June 30, 2008, and from inception on January 9, 2001 to June
      30, 2009;F-3
              Unaudited
      Consolidated Statements of Cash Flows for the three months ended June 30,
      2009 and 2008 and from inception on January 9, 2001 to June 30,
      2009;F-4
              Unaudited Consolidated Statement of Changes in
      Stockholders' Equity from inception on January 9, 2001 toJune 30, 2009;F-5
              Notes
      to Unaudited Consolidated Financial
Statements;
 
 
 These
unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form
10-Q.  In the opinion of management, all adjustments considered
necessary for a fair presentation have been included.  Operating
results for the interim period ended June 30, 2009 are not necessarily
indicative of the results that can be expected for the full year.
 
 - 3
-
 Table
of Contents
 
 U.S.
      CANADIAN MINERALS, INC.(An
      Exploration Stage Company)Balance
      SheetsASSETSJune
      30,
                                            
                                            
                                            December
      31,2009
                                            
                                            
                                            2008(Unaudited)CURRENT
      ASSETSCash
                                            
                                            $
                                            1,149
                                            
                                            
                                            $
                                            2,032Prepaid
      expenses
                                            
                                            
                                            9,500
                                            
                                            
                                            
                                            -Total
      Current Assets
                                            
                                            
                                            10,649
                                            
                                            
                                            
                                            2,032OTHER
      ASSETSMineral
      properties
                                            
                                            
                                            1,661,253
                                            
                                            
                                            
                                            1,661,253TOTAL
      ASSETS
                                            
                                            $
                                            1,671,902
                                            
                                            
                                            $
                                            1,663,285LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                            
                                            $
                                            1,274,315
                                            
                                            
                                            $
                                            862,034Due
      to related parties
                                            
                                            
                                            72,366
                                            
                                            
                                            
                                            22,366Total
      Current Liabilities
                                            
                                            
                                            1,346,681
                                            
                                            
                                            
                                            884,400LONG
      TERM LIABILITIESDue
      to related parties - long term
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Total
      Liabilities
                                            
                                            
                                            1,346,681
                                            
                                            
                                            
                                            884,400STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock - Series A; $0.001 par value;1,000,000
      shares authorized;129,849 sharesissued
      and outstanding
                                            
                                            
                                            130
                                            
                                            
                                            
                                            130Common
      stock - Series A; $0.001 par value;200,000,000
      shares authorized; 5,322,026 sharesshares
      issued and outstanding, respectively
                                            
                                            
                                            7,417
                                            
                                            
                                            
                                            5,322Treasury
      stock
                                            
                                            
                                            1,000
                                            
                                            
                                            
                                            1,000Additional
      paid-in capital
                                            
                                            
                                            23,022,869
                                            
                                            
                                            
                                            22,919,964Deficit
      accumulated during the exploration stage
                                            
                                            
                                            (22,706,195
                                            )
                                            
                                            
                                            (22,147,531
                                            )Total
      Stockholders' Equity (Deficit)
                                            
                                            
                                            325,221
                                            
                                            
                                            
                                            778,885TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                                            
                                            $
                                            1,671,902
                                            
                                            
                                            $
                                            1,663,285The
      accompanying notes are an integral part of these financial
      statements.
  F -
1
 Table
of Contents
 
 U.S.
      CANADIAN MINERALS, INC.(An
      Exploration Stage Company)Statements
      of Operations(Unaudited)From
      Inceptionon
      January 1,For
      the Three Months Ended
                                                              
                                                              
                                                              For
      the Six Months Ended
                                                              
                                                              
                                                              2004
      ThroughJune
      30,
                                                              
                                                              
                                                              June
      30,
                                                              
                                                              
                                                              June
      30,2009
                                                              
                                                              
                                                              2008
                                                              
                                                              
                                                              2009
                                                              
                                                              
                                                              2008
                                                              
                                                              
                                                              2009REVENUES
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              3,000
                                                              
                                                              
                                                              $
                                                              136,524COST
      OF REVENUES
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              12,778GROSS
      MARGIN
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              3,000
                                                              
                                                              
                                                              
                                                              123,746OPERATING
      EXPENSESGeneral
      and administrative
                                                              
                                                              
                                                              287,273
                                                              
                                                              
                                                              
                                                              403,579
                                                              
                                                              
                                                              
                                                              558,664
                                                              
                                                              
                                                              
                                                              511,801
                                                              
                                                              
                                                              
                                                              8,943,294Total
      Operating Expenses
                                                              
                                                              
                                                              287,273
                                                              
                                                              
                                                              
                                                              403,579
                                                              
                                                              
                                                              
                                                              558,664
                                                              
                                                              
                                                              
                                                              511,801
                                                              
                                                              
                                                              
                                                              8,943,294LOSS
      FROM OPERATIONS
                                                              
                                                              
                                                              (287,273
                                                              )
                                                              
                                                              
                                                              (403,579
                                                              )
                                                              
                                                              
                                                              (558,664
                                                              )
                                                              
                                                              
                                                              (508,801
                                                              )
                                                              
                                                              
                                                              (8,819,548
                                                              )OTHER
      INCOME AND (EXPENSE)Interest
      expense
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (1,771
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (2,184
                                                              )
                                                              
                                                              
                                                              (250,303
                                                              )Gain
      on sale of assets
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              256,873Total
      Other Income (Expense)
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (1,771
                                                              )
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (2,184
                                                              )
                                                              
                                                              
                                                              6,570LOSS
      FROM CONTINUING OPERATIONS
                                                              
                                                              
                                                              (287,273
                                                              )
                                                              
                                                              
                                                              (405,350
                                                              )
                                                              
                                                              
                                                              (558,664
                                                              )
                                                              
                                                              
                                                              (510,985
                                                              )
                                                              
                                                              
                                                              (8,812,978
                                                              )LOSS
      FROM DISCONTINUED OPERATIONS
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              (537,986
                                                              )NET
      LOSS
                                                              
                                                              $
                                                              (287,273
                                                              )
                                                              
                                                              $
                                                              (405,350
                                                              )
                                                              
                                                              $
                                                              (558,664
                                                              )
                                                              
                                                              $
                                                              (510,985
                                                              )
                                                              
                                                              $
                                                              (9,350,964
                                                              )BASIC
      LOSS PER SHAREContinuing
      Operations
                                                              
                                                              $
                                                              (0.05
                                                              )
                                                              
                                                              $
                                                              (0.09
                                                              )
                                                              
                                                              $
                                                              (0.09
                                                              )
                                                              
                                                              $
                                                              (0.13
                                                              )Discontinued
      Operations
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -
                                                              
                                                              
                                                              $
                                                              -WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                                                              
                                                              
                                                              6,369,615
                                                              
                                                              
                                                              
                                                              4,546,879
                                                              
                                                              
                                                              
                                                              6,020,418
                                                              
                                                              
                                                              
                                                              4,029,679The
      accompanying notes are a integral part of these financials
      statements.
  F -
2
 Table
of Contents
 
 U.S.
      CANADIAN MINERALS, INC.(An
      Exploration 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
                                                                    
                                                                    26,709
                                                                    $
                                                                    27
                                                                    $
                                                                    13,809,334
                                                                    $
                                                                    -
                                                                    $
                                                                    (15,016,484)
                                                                    $
                                                                    (1,206,646)Issuance
      of preferred sharesfor
      services
                                                                    114,000
                                                                    
                                                                    
                                                                    114
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    57,342
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    57,456Issuance
      of common sharesfor
      services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    56,776
                                                                    
                                                                    57
                                                                    
                                                                    1,584,440
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    1,584,497Issuance
      of common shares forconversion
      of preferred shares
                                                                    (254,050)
                                                                    
                                                                    
                                                                    (254)
                                                                    
                                                                    259,700
                                                                    
                                                                    260
                                                                    
                                                                    7,543
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    7,549Cancellation
      of shares
                                                                    (140,000)
                                                                    
                                                                    
                                                                    (140)
                                                                    
                                                                    (1,890)
                                                                    
                                                                    (2)
                                                                    
                                                                    142
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Issuance
      of preferred stockfor
      acquisition of mineral rights
                                                                    330,000
                                                                    
                                                                    
                                                                    330
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (156,746)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (156,416)Fractional
      shares issued
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    12
                                                                    
                                                                    -
                                                                    
                                                                    1,038
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    1,038Issuance
      of common stock for cash
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    185,550
                                                                    
                                                                    186
                                                                    
                                                                    3,283,515
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    3,283,701Issuance
      of common sharesfor
      acquisition of mineral rights
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    841,249
                                                                    
                                                                    841
                                                                    
                                                                    3,140,946
                                                                    
                                                                    1,000
                                                                    
                                                                    -
                                                                    
                                                                    3,142,787Netloss
      for the year endedthrough
      December 31, 2004
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (3,565,085)
                                                                    
                                                                    (3,565,085)Balance,
      December 31, 2004
                                                                    527,450
                                                                    
                                                                    
                                                                    527
                                                                    
                                                                    1,368,106
                                                                    
                                                                    1,369
                                                                    
                                                                    21,727,554
                                                                    
                                                                    1,000
                                                                    
                                                                    (18,581,569)
                                                                    
                                                                    3,148,881Fractional
      shares issued
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    1,078
                                                                    
                                                                    1
                                                                    
                                                                    (1)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Issuance
      of common shares forconversion
      of preferred shares
                                                                    (301,700)
                                                                    
                                                                    
                                                                    (301)
                                                                    
                                                                    609,400
                                                                    
                                                                    609
                                                                    
                                                                    (308)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Recission
      of common stock
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    (17,000)
                                                                    
                                                                    (17)
                                                                    
                                                                    (879,483)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (879,500)Issuance
      of common stockfor
      services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    1,000
                                                                    
                                                                    1
                                                                    
                                                                    40,499
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    40,500Issuance
      of common stock for cash
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    86,251
                                                                    
                                                                    86
                                                                    
                                                                    921,215
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    921,301Issuance
      of common sharesfor
      acquisition of mineral rights
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    2,791
                                                                    
                                                                    3
                                                                    
                                                                    44,997
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    45,000Recission
      of common stock
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    (16,560)
                                                                    
                                                                    (17)
                                                                    
                                                                    (811)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (828)Net
      loss for the yearended
      December 31, 2005
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (990,715)
                                                                    
                                                                    (990,715)Balance,
      January 1, 2006
                                                                    225,750
                                                                    
                                                                    
                                                                    226
                                                                    
                                                                    2,035,066
                                                                    
                                                                    2,035
                                                                    
                                                                    21,853,662
                                                                    
                                                                    1,000
                                                                    
                                                                    (19,572,284)
                                                                    
                                                                    2,284,639Issuance
      of common stock for cash
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    10,000
                                                                    
                                                                    10
                                                                    
                                                                    19,990
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    20,000Issuance
      of common stock for cash
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    6,400
                                                                    
                                                                    6
                                                                    
                                                                    14,994
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    15,000Issuance
      of common shares forconversion
      of preferred shares
                                                                    (121,515)
                                                                    
                                                                    
                                                                    (121)
                                                                    
                                                                    24,303
                                                                    
                                                                    24
                                                                    
                                                                    97
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    0Issuance
      of common sharesfor
      services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    40,000
                                                                    
                                                                    40
                                                                    
                                                                    99,960
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    100,000Issuance
      of common stock for cash
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    33,333
                                                                    
                                                                    33
                                                                    
                                                                    59,967
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    60,000Issuance
      of prefered stockfor
      services
                                                                    40,000
                                                                    
                                                                    
                                                                    40
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    40Issuance
      of prefered stockfor
      services
                                                                    40,000
                                                                    
                                                                    
                                                                    40
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    40Net
      loss for the yearended
      December 31, 2006
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (810,695)
                                                                    
                                                                    (810,695)Balance,
      December 31, 2006
                                                                    184,235
                                                                    
                                                                    
                                                                    185
                                                                    
                                                                    2,149,102
                                                                    
                                                                    2,149
                                                                    
                                                                    22,048,670
                                                                    
                                                                    1,000
                                                                    
                                                                    (20,382,979)
                                                                    
                                                                    1,669,025Cancellation
      of common sharesissued
      for services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    (12,559)
                                                                    
                                                                    (13)
                                                                    
                                                                    13
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Issuance
      of prefered stockfor
      services
                                                                    9,333
                                                                    
                                                                    
                                                                    9
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    9Issuance
      of common stockfor
      services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    6,783
                                                                    
                                                                    7
                                                                    
                                                                    9,302
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    9,309Issuance
      of prefered stockfor
      services
                                                                    16,666
                                                                    
                                                                    
                                                                    17
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    17Recission
      of common stock
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    (780,010)
                                                                    
                                                                    (780)
                                                                    
                                                                    780
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Issuance
      of common stockbonus
      for recession ofNevada
      minerals stock
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    78,008
                                                                    
                                                                    78
                                                                    
                                                                    205,409
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    205,487Issuance
      of common stockfor
      services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    40,000
                                                                    
                                                                    40
                                                                    
                                                                    109,175
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    109,215Issuance
      of common shares forconversion
      of preferred shares
                                                                    (79,885)
                                                                    
                                                                    
                                                                    (80)
                                                                    
                                                                    83,500
                                                                    
                                                                    84
                                                                    
                                                                    (4)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Issuance
      of common stockfor
      services
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    53,103
                                                                    
                                                                    53
                                                                    
                                                                    13,222
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    13,275Issuance
      of common stockstock
      based compensation
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    689,655
                                                                    
                                                                    690
                                                                    
                                                                    143,624
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    144,314Issuance
      of common stockstock
      based compensation
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    689,655
                                                                    
                                                                    690
                                                                    
                                                                    143,624
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    144,314Issuance
      of common shares forconversion
      of preferred shares
                                                                    (500)
                                                                    
                                                                    
                                                                    (1)
                                                                    
                                                                    1,000
                                                                    
                                                                    1
                                                                    
                                                                    (1)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Fractional
      shares issued
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    8,291
                                                                    
                                                                    8
                                                                    
                                                                    (8)
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -Net
      loss for the yearended
      December 31, 2007
                                                                    -
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    -
                                                                    
                                                                    (651,143)
                                                                    
                                                                    (651,143)Balance,
      December 31, 2007
                                                                    129,849
                                                                    
                                                                    $
                                                                    130
                                                                    
                                                                    3,006,528
                                                                    $
                                                                    3,006
                                                                    $
                                                                    22,673,806
                                                                    $
                                                                    1,000
                                                                    $
                                                                    (21,034,122)
                                                                    $
                                                                    1,643,821The
      accompanying notes are an integral part of these financial
      statements.
   F -
3
 Table
of Contents
 
 U.S.
      CANADIAN MINERALS, INC.(An
      Exploration Stage Company)Statements
      of Stockholders' Equity (Deficit)(Unaudited)AdditionalPreferred
      Stock
                                                
                                                Common
      Stock
                                                Paid-In
                                                Treasury
                                                AccumulatedShares
                                                
                                                Amount
                                                
                                                Shares
                                                Amount
                                                Capital
                                                Stock
                                                Deficit
                                                TotalBalance,
      December 31, 2007
                                                129,849
                                                
                                                $
                                                130
                                                
                                                3,006,528
                                                $
                                                3,006
                                                $
                                                22,673,806
                                                $
                                                1,000
                                                $
                                                (21,034,122)
                                                $
                                                1,643,820Issuance
      of common shares forconversion
      of preferred shares
                                                (15,516)
                                                
                                                
                                                (15)
                                                
                                                1,551,600
                                                
                                                1,552
                                                
                                                (1,537)
                                                
                                                -
                                                
                                                -
                                                
                                                -Issuance
      of common stockfor
      services
                                                -
                                                
                                                
                                                -
                                                
                                                231,598
                                                
                                                232
                                                
                                                44,775
                                                
                                                -
                                                
                                                -
                                                
                                                45,007Issuance
      of preferred sharesfor
      services
                                                20,000
                                                
                                                
                                                20
                                                
                                                -
                                                
                                                -
                                                
                                                199,980
                                                
                                                -
                                                
                                                -
                                                
                                                200,000Issuance
      of common stock for cash
                                                -
                                                
                                                
                                                -
                                                
                                                68,900
                                                
                                                69
                                                
                                                3,398
                                                
                                                -
                                                
                                                -
                                                
                                                3,467Issuance
      of common shares forconversion
      of preferred shares
                                                (4,634)
                                                
                                                
                                                (5)
                                                
                                                463,400
                                                
                                                463
                                                
                                                (458)
                                                
                                                -
                                                
                                                -
                                                
                                                -Net
      loss for the year endedDecember
      31, 2008
                                                -
                                                
                                                
                                                -
                                                
                                                -
                                                
                                                -
                                                
                                                -
                                                
                                                -
                                                
                                                (1,113,409)
                                                
                                                (1,113,409)Balance,
      December 31, 2008
                                                129,699
                                                
                                                
                                                130
                                                
                                                5,322,026
                                                
                                                5,322
                                                
                                                22,919,964
                                                
                                                1,000
                                                
                                                (22,147,531)
                                                
                                                778,885Issuance
      of common stock for debtand
      services at $0.05 per share
                                                -
                                                
                                                
                                                -
                                                
                                                2,095,177
                                                
                                                2,095
                                                
                                                102,905
                                                
                                                -
                                                
                                                -
                                                
                                                105,000Net
      loss for the six months endedJune
      30, 2009
                                                -
                                                
                                                
                                                -
                                                
                                                -
                                                
                                                -
                                                
                                                -
                                                
                                                -
                                                
                                                (558,664)
                                                
                                                (558,664)Balance,
      June 30, 2009
                                                129,699
                                                
                                                $
                                                130
                                                
                                                7,417,203
                                                $
                                                7,417
                                                $
                                                23,022,869
                                                $
                                                1,000
                                                $
                                                (22,706,195)
                                                $
                                                325,221
  The
accompanying notes are an integral part of these financial
statements.
 F -
4
 Table
of Contents
 
 U.S.
CANADIAN MINERALS, INC.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 June 30,
2009 and December 31, 2008
 
 NOTE
1 - CONDENSED FINANCIAL STATEMENTS
 
 The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at June 30, 2009, and for all
periods presented herein, have been made.
 
 Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  It is
suggested that these condensed financial statements be read in
conjunction  with the financial statements and notes thereto included
in the Company's December 31, 2008 audited financial statements.  The
results of operations for the periods ended June 30, 2009 and 2008 are not
necessarily indicative of the operating results for the full years.
 
 NOTE
2 - GOING CONCERN
 
 The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not yet established an ongoing source
of revenues sufficient to cover its operating costs and allow it to continue as
a going concern. The ability of the Company to continue as a going concern is
dependent on the Company obtaining adequate capital to fund operating losses
until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
 
 In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.
 
 The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.
 
 NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.
  F -
5
 Table
of Contents
  
 U.S.
CANADIAN MINERALS, INC.
 (An
Exploration Stage Company)
 Notes to
Consolidated Financial Statements
 June 30,
2009 and December 31, 2008
 
 NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
 
 Recent Accounting
Pronouncements
 
 In May
2009, the FASB issued FAS 165, “Subsequent Events”.  This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material impact on
the Company’s financial condition or results of operation.
 
 In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s  first annual reporting period
that begins after November 15,  2009. The Company does not expect the
adoption of  FAS 166 to have an impact on the Company’s results of
operations, financial condition or cash flows.
 
 In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R) ”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s  first annual reporting period
that begins after November 15,  2009. The Company does not expect the
adoption of  FAS 167 to have an impact on the Company’s results of
operations, financial condition or cash flows.
 
 In June
2009, the FASB issued FAS 168, “The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles”. FAS 168 will become
the source of authoritative U.S. generally accepted accounting principles (GAAP)
recognized by the FASB to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission (SEC) under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. On the effective date of this Statement, the Codification will
supersede all then-existing non-SEC accounting and reporting standards. All
other non grandfathered non-SEC accounting literature not included in the
Codification will become non authoritative. This statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009.The Company does not expect the adoption of  FAS
168 to have an impact on the Company’s results of operations, financial
condition or cash flows.
 
  F -
6
 Table
of Contents
 
 Item 2.  Management’s Discussion
and Analysis of Financial Condition and Results ofOperations
  This
Quarterly Report on Form 10-Q contains forward-looking statements regarding our
business, financial condition, results of operations and prospects. Words such
as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates” and similar expressions or variations of such words are intended to
identify forward-looking statements, but are not deemed to represent an
all-inclusive means of identifying forward-looking statements as denoted in this
Quarterly Report on Form 10-Q. Additionally, statements concerning future
matters are forward-looking statements.
  Although
forward-looking statements in this Quarterly Report on Form 10-Q reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by us. Consequently, forward-looking
statements are inherently subject to risks and uncertainties and actual results
and outcomes may differ materially from the results and outcomes discussed in or
anticipated by the forward-looking statements.  We caution the reader
that numerous important factors, including those factors discussed in our Annual
Report on Form 10-KSB/A for the fiscal year ended December 31, 2007,
which are incorporated herein by reference, could affect the our actual results
and could cause our actual consolidated results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, U S
Canadian Minerals.  Readers are urged not to place undue reliance on
these forward-looking statements, which speak only as of the date of this
Quarterly Report on Form 10-Q. We file reports with the Securities and Exchange
Commission (the “SEC”
or “Commission”). Our
website address is www.uscanadianminerals.com. You can also read and copy any
materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, NW, Washington, DC 20549. You can obtain additional information about
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
In addition, the SEC maintains an internet site (www.sec.gov) that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC, including us.
  We
undertake no obligation to revise or update any forward-looking statements in
order to reflect any event or circumstance that may arise after the date of this
Quarterly Report on Form 10-Q. Readers are urged to carefully review and
consider the various disclosures made throughout the entirety of this Annual
Report, which attempt to advise interested parties of the risks and factors that
may affect our business, financial condition, results of operations and
prospects.
  As used
in this Quarterly Report, the terms “we,” “us,” “our,”  “the Corporation”, “the Company”and “U S
Canadian” means U S Canadian Minerals Inc unless otherwise
indicated.
   - 4
-
 Table
of Contents
  Business
of Issuer
 
 U.S.
Canadian Minerals is headquartered in Blaine, WA. On its own and through Joint
Ventures, the Company is looking to expand mining properties throughout North
and South America. The Company has the following projects, which have progressed
to varying degrees.
 
 COD
Mine
 
 On May
11, 2004, the Company entered into a joint venture agreement with El Capitan
Precious Metals Inc. to acquire 80% ownership of the COD minesite and claims
located in Kingman Arizona. The Company was required to contribute 720,000
shares of its common stock to acquire this 80% interest in the minesite. This
joint venture agreement entitles El Capitan Precious Metals Inc to receive
20%.of net profit.
 
 The COD
claims comprise 13 BLM non patented Lode claims on Federal land. Each claim is
of 20 acres each for a total of 260 acres. The annual fee is $125 for each 20
acre claim for a total annual claim fee of $1625. The claims are located in the
Cerbat Mountains outside of Kingman, Arizona. Specifically they are located in
Section 28, Township 23 North, Range 17 West, of Gila and Salt River Base and
Meridian, approximately ten miles north of Kingman, Arizona. Kingman is located
in the far northwest corner of Arizona along Interstate 40, U.S. Route 66 and
Arizona Route 93.
 
 The
minesite can be reached by taking the Stockton Hill Road exit off of Interstate
40 north to a distance of approximately ten miles. Continue on Stockton Hill
Road to a subdivision road extending west. Follow the subdivision road to the
second southern extension road. From this point there is a rough dirt road to
the mine site which requires a truck, two or four wheel drive to access the mine
site. Both the Chief Executive Officer and the Chief Financial Officer have
visited the site on more than one occasion. As well the Company has had a
Geologist, “Qualified Person” as defined in NI 43-101 visit the property on more
than one occasion.
 
 Below are
the claim names, book and page numbers and BLM A.M.C. numbers.
 COD
      PROPERTY
  COUNTY
      RECORDER
  CLAIM  NAME
                    BOOK
      NOS.
                    PAGE
                    BLM
      A.M.C. NUMBERSJAYNE
                    841
                    806-807
                    175025LIM
                    841
                    808-809
                    175026ERIC
                    841
                    810-811
                    175015MARC
                    841
                    812-813
                    175030O.J.B.
                    841
                    814-815
                    175033GOLDEN
      MOON
                    841
                    816-817
                    175024RICO
                    841
                    834-835
                    175039
  NOON
      NO. 1
                    841
                    832-833
                    175032WHITE
      EAGLE
                    841
                    850-851
                    175044WHITE
      EAGLE NO.2
                    841
                    852-853
                    175045REUBE
                    841
                    848-849
                    175035UNIT
                    841
                    846-847
                    175043RENO
                    841
                    844-845
                    175034
  - 5
-
 Table
of Contents
  In the
immediate area of the C.O.D. minesite and the other associated mines, the
predominant rock is a fairly course microcline granite, probably of the
Precambrian Era. This is associated with dark, fine-grained chlorite schist, in
which the schistocity strikes North 20° West. There is a major jointing system
which somewhat parallels the COD. Rico vein. This system is faulted with dikes
and sills of altered basalt which prevails in the valley floor to the south and
east.
 
 In the
immediate area of the mineite, the chlorite schist is prevalent with the
Precambrian granites being exposed on the ridge lines flanking the granite
gneiss and microcline granite. The major mineralization within the claim group
is contained within polymetallic quartz veins exposed along northwest trending
faults. The first major fault system is evidenced by the COD Rico vein which
strikes North 80° West and dips in the area of the minesite at 85° to 80° to the
northeast. Evidence of the fault movement is the slickenside which exists
predominantly on the footwall side of the vein structure. The vein systems are
well defined with little extension of the mineralization into the foot or
hanging wall sections. However, cross-fracture patterning and faulting striking
with the schistocity and plating have resulted in considerable brecciation and
the formation of high-grade ore shoots into the wall rocks.
 
 Examination
of the vein material reflects a banding of mineralization in an inconsistent
patterning with the ore values being clearly identifiable. The major areas and
concentrations of high-grade mineralization are directly associated with the
cross-faulting systems and fracture zones within the vein systems. The gangue
minerals within the vein systems are quartz, with some calcite, calcium,
carbonates and siderite. The ore minerals contained within the vein systems are
gold, silver, pyrite, arsenopyrite, chalcopyrite, galena, bomite, covellite,
chalcocite, anglesite, sphalerite, argentite, cerussite and
smithsonite.
 
 The
mineralization is early to mid tertiary and possibly related to the laramide
orogeny and appears to be associated with an unexposed pluton beneath the Ithica
Peak quartz monzonite of Laramide age. The mineralization with these vein
systems is both hypene and supergene with supergene action resulting in sporadic
oxide zones above the 400-foot level.
 
 The White
Eagle vein system which is the second major vein system strikes North 46° West
to North 58° West and dips at approximately 87° to the south. The White Eagle
vein system is composed of three parallel structures, less than 15 feet apart in
most areas along its strike length. These veins roughly parallel the
schistocity, The multiple vein systems of the White Eagle with an approximate
width of 35 feet are indicative of a probable shear associated with the
northwesterly trend,
 
 Between
the COD Rico vein and the White Eagle vein, there exist four known parallel
structures. One of the structures which runs through the Unit mining claim
strikes North 85° West and dips at approximately 71° to the northeast, No
information exists on the balance of the structure; however, the Unit system had
significant amounts of Ruby silver in the dumps.
 
 To date,
the C.O.D. mine site has been worked by previous operators, by an incline
shaft(78°-80°) to the 600-foot level and a winze that has been sunk to the
740-foot level. Major levels have been worked on the 400-, 500- and 600-foot
levels.
 
 The mine
site was worked principally by a main shaft (No. 1) about 400 foot
depth
 and by
drifts and stopes on and between two main and two subordinate levels aggregating
about 2,500 feet of underground work.
  - 6
-
 Table
of Contents
  
 From the
second, or 300-foot level to the surface, the ore, except some of the low grade,
has been mostly stopped out for a distance of about 400 feet on either side of
the shaft, especially on the east side beyond which good ore is reported. The
second level extends to a point 900 feet west of the main shaft where connection
with the surface is contemplated by a new double compartment shaft (No. 2) which
is now 96 feet in depth and on completion is to be used as a main working shaft
of the mine. At about 1,200 feet west of this shaft, a third shaft (No. 3) is
sunk to the depth of 60 feet.
 
 At the
mine site there is currently no electricity, nearest electricity is
approximately 1 mile away. In the past a generator was used. There is water in
the main shaft at approximately the 100 foot level but no separate well or piped
in water. A permit would be required to utilize water from the current
underground shaft and tunnels. There is a main building which in the past served
as an office and employee site. There is a water tank and a fuel tank. There is
a temple above the main shaft but no winch. There is a rod mill and jaw crusher.
The crushing line is on a concrete pad upon which is a steel beam covered
structure
 
 Management
lacks technical training and experience with exploring for, starting, and/or
operating a mine; and that with no direct training or experience in these areas,
management may not be fully aware of many of the specific requirements related
to working within this industry.  Management’s decisions and choices
may not take into account standard engineering or managerial approaches mineral
exploration Companies commonly use; and our operations, earnings, and ultimate
financial success could suffer due to management's lack of experience in this
industry.
 
 A map of
the claims and a map of the geographical locale are found in
Exhibits.
 On May
30, 2009 a geological report was delivered to the Company by Duncan Bain P. Geo.
Duncan Bain is a qualified person as defined by NI 43-101 requirements. The
report he delivered is titled “REPORT ON PRELIMINARY EXPLORATION C.O.D. AU-AG
PROJECT KINGMAN AREA, ARIZONA”.The entire report is available on the Company website
www.uscanadianmin.com
 
 No
minerals were produced during the three months ended June 30, 2009.
 
 RESULTS
OF OPERATIONS
 
 The
Company has achieved no significant revenue or profits to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The Company incurred a net loss of approximately $287,273 for the six
months ended June 30, 2009, compared with a net loss of $405,350 for the six
months ended June 30, 2008. The larger loss in 2008 was due to the costs
incurred in bringing the Company’s securities filings current and expenses
incurred seeking new mineral projects. The loss in 2009 was due to due to costs
of auditors, accountants, filings and exploration and general
expenses.
 
 The
Company’s 2009 activities were financed primarily through loans from
management
 
 Liquidity
and Capital Resources
 
 Since its
inception the Company has had limited operating capital, and has relied heavily
on debt and equity financing.
  - 7
-
 Table
of Contents
  
 The
financial statements as of and for the period ended on June 30, 2009 expressed
their substantial doubt as to the Company's ability to continue as a going
concern. Without additional capital, it is unlikely that the Company can
continue as a going concern. The Company plans to raise operating capital via
debt and equity offerings. However, there are no assurances that such offerings
will be successful or sufficient to fund the operations of the Company. In the
event the offerings are insufficient, the Company has not formulated a plan to
continue as a going concern. Moreover, if such offerings are successful, they
may result in substantial dilution to the existing shareholders.
 
 Write
down of Property Assets, Mineral Rights and Investment Assets
 
 In the
2nd
Quarter of 2009 there were no write downs or impairments of value of property
assets, mineral rights or investment assets.
 
 Off
Balance Sheet Arrangements
 
 As of
June 30, 2009, there were no off balance sheet arrangements.
 
 Going
Concern
 
 As shown
in the accompanying financial statements, we have incurred a net loss of
$22,706,195 since inception. To achieve profitable operations, we require
additional capital for obtaining producing mineral properties through either the
purchase of producing mines or successful exploration activity. Our management
believes that sufficient funding will be available to meet our business
objectives including anticipated cash needs for working capital and is currently
evaluating several financing options. However, there can be no assurance that we
will be able to obtain sufficient funds to continue and, if successful, to
commence the sale of our projects. As a result of the foregoing, there exists
substantial doubt about our ability to continue as a going concern.
 
 Critical
Accounting Policies
 
 Basis of
Presentation
 
 These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in US dollars. The Company’s fiscal year-end is December 31. The Company has not
realized revenues from its intended operations as of June 30, 2009 and is
classified as a development stage enterprise.
 
 Revenue
recognition
 
 The
Company will recognize revenue from the performance of its services and/or sale
of its products in accordance with Securities and Exchange Commission Staff
Bulletin No. 104 (“SAB 104”), “Revenue Recognition in Financial
Statements”. Revenue will be recognized only when the price is fixed or
determinable, persuasive evidence of an arrangement exists, the service is
provided, and collectability is assured. The Company had revenues of $-0- during
the quarter ended June 30, 2009.
 
 Use of Estimates -
The preparation of these financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company regularly evaluates estimates and
assumptions related to valuation allowances on accounts receivable and
inventory, valuation and amortization policies on property and equipment,
and
  - 8
-
 Table
of Contents
  valuation
allowances on deferred income tax losses. The Company bases its estimates and
assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by the Company may differ
materially and adversely from the Company’s estimates. To the extent there are
material differences between the estimates and the actual results, future
results of operations will be affected.
 
 Item 3.    Quantitative and Qualitative
Disclosures About Market Risk
 
 Non-applicable
to smaller reporting companies pursuant to Item 305(e) of Regulation
S-K.
 
 Critical
Accounting Policies
 
 In
December 2001, the SEC requested that all registrants list their most “critical
accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the
portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain. We believe that the following accounting policies fit this
definition:
 
 Stock-based
compensation - The Company accounts for its stock options under SFAS
123(R).
 There are
no options issued to consultants for compensation at this time. Stock, when
issued to compensate consultants has been valued on the day of issuance at its
last traded market price. The fair value of the equity instruments granted
served as the basis for measurement of the value of the services as the dollar
amount owed was determined by the contracts in place for those services rendered
and this was more reliably measurable than the value of the consideration
received.
 
 Use of Estimates -
The preparation of these financial statements in conformity with generally
accepted accounting principles in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. The Company regularly evaluates estimates and
assumptions related to valuation allowances on accounts receivable and
inventory, valuation and amortization policies on property and equipment, and
valuation allowances on deferred income tax losses. The Company bases its
estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities and the accrual of costs and expenses that are not
readily apparent from other sources. The actual results experienced by the
Company may differ materially and adversely from the Company’s estimates. To the
extent there are material differences between the estimates and the actual
results, future results of operations will be affected.
 
 The major
we have used is an estimated tax rate of 39% to be applied in valuation of our
net Operating Loss carry forwards.
 
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 ITEM 8A. CONTROLS AND PROCEDURES
 
 Evaluation
of Disclosure Controls and Procedures
  Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed by our Company is recorded,
processed, summarized and reported, within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Van der Bok
Busboom our CFO and Interim CEO and the person(s) fulfilling the function of
Principal Accounting Officer are responsible for establishing and maintaining
disclosure controls and procedures for our Company.
  Our
management has evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2008 (under the supervision and with the
participation of the Chief Executive Officer, Chief Financial Officer and the
person(s) fulfilling the function of Principal Accounting Officer), pursuant to
Rule13a-15(b) promulgated under the Securities Exchange Act of 1934, as
amended.  As part of such evaluation, management considered the
matters discussed below relating to internal control over financial
reporting.  Based on this evaluation, our Company’s Chief Executive
Officer and Principal Accounting Officer has concluded that our Company’s
disclosure controls and procedures were not effective as of December 31, 2008,
due to certain material weaknesses in internal control over our financial
reporting.
 
 At the
end of 2007, Section 404 of the Sarbanes-Oxley Act required our management to
provide an assessment of the effectiveness of our disclosure controls and
procedures, and at the end of 2009, our independent registered public
accountants will be required to audit management’s assessment. We completed our
assessment for the fiscal year ended December 31, 2008, and identified the
following material weaknesses:
 
 We have
been deficient in our interpretation of generally accepted accounting principles
(“GAAP”) and in verifying our interpretations by conferring with additional
qualified outside consultants, as well as our independent certified public
accountants.
 
 Our lack
of financial resources and manpower to properly oversee and divide
responsibility and provide for cross checking by a third party within the
Company
 
 Because
of the material weaknesses noted above, management concluded that we did not
maintain effective internal control over financial reporting as of December 31,
2008, based on Internal Control over Financial Reporting - Guidance for Smaller
Public Companies issued by (“COSO”).  Accordingly, the Company has restated
its financial statements for the fiscal year ending December 31,
2007.
  Upon
availability of sufficient financial resources it is our intention to implement
remediation efforts with respect to the material weaknesses which shall
include:
 Establishing
a system of external verification of our interpretations of GAAP with respect to
all of our financial reporting obligations, by retaining and conferring with our
private certified public accountant, , in conjunction with ongoing consultation
with our independent certified public accounting firm that performs the audit of
our financial statements and hiring of outside consultant(s) to assist in
reviewing requirements for Disclosure Controls and Procedures.
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 We
believe the foregoing efforts will enable us to improve our internal control
over financial reporting. Management is committed to continuing efforts aimed at
improving the design adequacy and operational effectiveness of its system of
internal controls. The remediation efforts noted above will be subject to our
internal control assessment, testing and evaluation process.
  Management’s
Annual Report on Internal Control Over Financial Reporting
 
 Our
management, with the participation of the Chief Executive Officer, evaluated the
effectiveness of the Company’s internal control over financial reporting as of
December 31, 2007.  In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) in Internal Control — Integrated Framework.  Based
on this evaluation, our Company’s Chief Executive Officer, Chief Financial
Officer and the person(s) fulfilling the function of Principal Accounting
Officer have concluded that our Company’s disclosure controls and procedures
were ineffective as of December 31, 2007. Material weaknesses in Internal
Control over Financial Reporting were due to:
 
 Our lack
of financial resources and manpower to properly oversee and divide
responsibility and provide for cross checking by a third party within the
Company.
 
 Upon
availability of sufficient financial resources it is our intention to implement
remediation efforts with respect to the material weaknesses which shall
include:
 
 Establishing
a system of external verification of our interpretations of GAAP with respect to
all of our financial reporting obligations, by retaining and conferring with our
private certified public accountant, , in conjunction with ongoing consultation
with our independent certified public accounting firm that performs the audit of
our financial statements and hiring of outside consultant(s) to assist in
reviewing requirements for Internal Control over Financial
Reporting.
 
 Limitations on the
Effectiveness of Internal Controls
 
 Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake.
 
 Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the internal
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, control may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate.
 
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8B.    CHANGES IN INTERNAL CONTROL
 
 Changes
In Internal Controls Over Financial Reporting
  In
connection with the evaluation of the Company’s internal controls during the
Company’s last fiscal year, the Company’s Chief Executive Officer and Chief
Financial Officer has determined that there are no changes to the Company’s
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially effect, the Company’s internal controls over
financial reporting.
 
 PART
II – OTHER INFORMATION
 
 Item 1.    Legal Proceedings
 
 Mpower, Inc. v. U.S.
Canadian Minerals, Inc. - District Court Case No. A515024
 
 On
December 28, 2005 Mpower, Inc. filed a Complaint against U.S. Canadian Minerals,
Inc. in order to recover the sum of $38,808.27 due Mpower, Inc. from a
promissory note executed on or about January 2, 2005. The promissory note U.S.
Canadian Minerals, Inc. was being sued on was actually executed on behalf of
Barrington Foods International, Inc. We did not contest the Mpower complaint.
Thus, a default judgment was entered against U.S. Canadian in the amount of
$53,287.04 on April 18, 2006. As June 30, 2009, the present value of the Mpower
default judgment, including the judgment principal, interest to date and
attorneys’ fees, is approximately $73,536.11.
 
 On July
7, 2009 the Company executed a settlement agreement with Mpower, Inc. (the
“Mpower Agreement”) whereunder the Company agreed to pay Mpower the sum of
$25,000 and to cause the delivery of 20,000 common shares in the capital stock
of the Company in full and complete satisfaction of Mpower’s default judgment
(collectively referred to as the “Satisfaction”). The Company has thirty (30)
days from the date of execution of the Mpower Agreement to deliver the
Satisfaction into the trust account of the Company’s attorney in Nevada in order
to secure final resolution of this matter and to secure a release from Mpower
pursuant to the terms of the Mpower Settlement.
 
 Steven M. Brewer v. U S
Canadian Minerals Inc District Court Case No. A561515
 
 On April
25, 2008, Steven M. Brewer filed a civil complaint against the Company in order
to recover approximately $112,000 which was provided to the Company as working
capital from November 2005 through 2006 (the “Brewer Suit”).
 
 On July
5, 2009 the Company executed a settlement agreement with Mr. Brewer (the “Brewer
Agreement”) whereunder it agreed to pay Mr. Brewer the sum of $112,000 in full
and complete satisfaction of the Brewer Suit. The Company has thirty (30) days
from the date of execution of the Brewer Agreement to deliver the $112,000 into
the trust account of the Company’s attorney in Nevada in order to secure final
resolution of this matter and to secure a release from Mr. Brewer pursuant to
the terms of the Mpower Settlement.
 
 Item 1A.       Risk
Factors
 
 Non-applicable
to smaller reporting companies.
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 Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds
 
 On June
1, 2009 the Corporation issued 2,095,177 common shares for
services.
 
 345,177
common shares we issued to satisfy outstanding invoices owing of $6,000 and
$27,500.
  950,000
common shares were issued to satisfy an outstanding invoice owing of
$28,500.
  800,000
common shares were issued to satisfy an outstanding invoice owing of
$24,000.
 
 Item 3.  Defaults upon Senior
Securities
 
 None
 
 Item 4.Submission of Matters to a Vote
of Security Holders
 
 No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended June 30,
2009.
 
 Item 5.   Other Information
 
 British Columbia Securities
Commission Claim of Jurisdictional Authority over the Company based on Canadian
National Instrument 51-509
 
 On June
26, 2009 the British Columbia Securities Commission (“BCSC”) notified the
Company that, based on section 3 of NI 51-509 and the BCSC’s assertion that the
business of the Company was directed or administered from British Columbia on or
after September 15, 2008, the Company was a reporting issuer  under
the Securities Act of British Columbia (as amended). The Company disagrees with
the position of the BCSC and has retained the services of a law firm based in
British Columbia to contest this matter on behalf of the Company.
 
 Information from current
reports recently filed by the Company on Form 8-K
 
 On June
3, 2009 the Company filed an 8-K announcing the receipt of a NI 43-101 “REPORT ON PRELIMINARY
EXPLORATION C.O.D. AU-AG PROJECT KINGMAN AREA, ARIZONA” dated May 30, 2009 and
authored by Duncan Bain, a “qualified person” within the meaning of that term as
defined in NI 43-101.
 
 Subsequent
to June 30, 2009
 
 Amendment of Certain
Information from current reports recently filed by the Company on Form
8-K
 
 On July 10, 2009 the Company filed an
8-K/A with the Securities Exchange Commission which again addressed the content
and interpretation of the“REPORT ON PRELIMINARY EXPLORATION C.O.D. AU-AG
PROJECT KINGMAN AREA, ARIZONA” dated May 30, 2009 (the “Report”). The Report was
posted on the Company’s website and interpretation of the Report was left to the
reader.
 
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  On July
10, 2009 the Company filed another Current Report on Form 8-K with the
Securities Exchange Commission (the “New K”) which again addressed the issue of
the “REPORT ON PRELIMINARY
EXPLORATION C.O.D. AU-AG PROJECT KINGMAN AREA, ARIZONA” dated May 30, 2009 (the
“Report”). The New K addressed the matter of the Report’s compliance with
the standards of disclosure required by NI 43-101. The New K has disclosed and
advised that, in order to provide “consistency and clarity with respect to the
timely discharge of the Company’s reporting obligations and with a view to
avoiding any confusion to the public, the Report will be treated, regarded and
reported as a document that is NOT COMPLIANT with the standards and requirements
of NI 43-101” [emphasis added in original].
 
 ITEM 6.EXHIBITS
 
 Exhibit
                  Number
                Description
      of Exhibit31.1
                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 200231.2
                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 200232.1
                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 200299.1
                BLM MAP and AREA
MAP
 
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 SIGNATURES
 
 In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
 
 U
      S Canadian Minerals IncDate:
                July
      15, 2009By:/s/   
      Van der Bok
      Busboom
                  Van der Bok Busboom
                  Title:President and CEO (Interim)
                  Chief
      Financial Officer and Director
 
 
 
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