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: March 31,
      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:  5,322,026 common shares and
129,699 Preferred “A” shares as of March 31, 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
                    10Item
      3.
                    Quantitative and Qualitative Disclosures About Market
      Risk
                    16Item
      4T.
                    Controls and Procedures
                    16PART II – OTHER INFORMATIONItem
      1.
                    Legal Proceedings
                    19Item
      1A.
                    Risk Factors
                    20Item
      2.
                    Unregistered Sales of Equity Securities and Use of
      Proceeds
                    20Item
      3.
                    Defaults Upon Senior Securities
                    20Item
      4.
                    Submission of Matters to a Vote of Security
      Holders
                    20Item
      5.
                    Other Information
                    20Item
      6.
                    Exhibits
                    20







- 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:Pg
      4
            Unaudited
      Consolidated Balance Sheet as of March 31, 2009;Pgs
      5
            Unaudited
      Consolidated Statements of Operations for the three months ended March 31,
      2009 and 2008, for the three months ending March 31, 2009 and the three
      months ending March 31, 2008, and from inception on January 9, 2001 to
      March 31, 2009;Pg
      6
            Unaudited
      Consolidated Statements of Cash Flows for the three months ended March 31,
      2009 and 2008 and from inception on January 9, 2001 to March 31,
      2009;Pg
      7
            Unaudited Consolidated Statement of Changes in
      Stockholders' Equity from inception on January 9, 2001 to March 31,
      2009;Pgs
      8 - 9
            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 March 31, 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
      SheetsASSETSMarch
      31,
                                        
                                        
                                        December
      31,2009
                                        
                                        
                                        2008(Unaudited)CURRENT
      ASSETSCash
                                        
                                        $
                                        90
                                        
                                        
                                        $
                                        2,032Total
      Current Assets
                                        
                                        
                                        90
                                        
                                        
                                        
                                        2,032TOTAL
      ASSETS
                                        
                                        $
                                        90
                                        
                                        
                                        $
                                        2,032LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
                                        
                                        $
                                        1,131,483
                                        
                                        
                                        $
                                        862,034Due
      to related parties
                                        
                                        
                                        22,366
                                        
                                        
                                        
                                        22,366Total
      Current Liabilities
                                        
                                        
                                        1,153,849
                                        
                                        
                                        
                                        884,400LONG
      TERM LIABILITIESDue
      to related parties - long term
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -Total
      Liabilities
                                        
                                        
                                        1,153,849
                                        
                                        
                                        
                                        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 sharesissued
      and outstanding
                                        
                                        
                                        5,322
                                        
                                        
                                        
                                        5,322Treasury
      stock
                                        
                                        
                                        1,000
                                        
                                        
                                        
                                        1,000Additional
      paid-in capital
                                        
                                        
                                        22,919,964
                                        
                                        
                                        
                                        22,919,964Deficit
      accumulated during the exploration stage
                                        
                                        
                                        (24,080,175
                                        )
                                        
                                        
                                        (23,808,784
                                        )Total
      Stockholders' Equity (Deficit)
                                        
                                        
                                        (1,153,759
                                        )
                                        
                                        
                                        (882,368
                                        )TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
                                        
                                        $
                                        90
                                        
                                        
                                        $
                                        2,032The
      accompanying notes are an integral part of these financial
      statements.





- 4
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U.S.
      CANADIAN MINERALS, INC.(An
      Exploration Stage Company)Statements
      of Operations(Unaudited)From
      Inceptionon
      January 1,For
      the Three Months Ended
                                                      
                                                      
                                                      2004
      ThroughMarch
      31,
                                                      
                                                      
                                                      March
      31,2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009REVENUES
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      3,000
                                                      
                                                      
                                                      $
                                                      136,524COST
      OF REVENUES
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      12,778GROSS
      MARGIN
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      3,000
                                                      
                                                      
                                                      
                                                      123,746OPERATING
      EXPENSESGeneral
      and administrative
                                                      
                                                      
                                                      271,391
                                                      
                                                      
                                                      
                                                      108,222
                                                      
                                                      
                                                      
                                                      8,656,021Total
      Operating Expenses
                                                      
                                                      
                                                      271,391
                                                      
                                                      
                                                      
                                                      108,222
                                                      
                                                      
                                                      
                                                      8,656,021LOSS
      FROM OPERATIONS
                                                      
                                                      
                                                      (271,391
                                                      )
                                                      
                                                      
                                                      (105,222
                                                      )
                                                      
                                                      
                                                      (8,532,275
                                                      )OTHER
      INCOME AND (EXPENSE)Interest
      expense
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (413
                                                      )
                                                      
                                                      
                                                      (250,303
                                                      )Gain
      on sale of assets
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      256,873Total
      Other Income (Expense)
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (413
                                                      )
                                                      
                                                      
                                                      6,570LOSS
      FROM CONTINUING OPERATIONS
                                                      
                                                      
                                                      (271,391
                                                      )
                                                      
                                                      
                                                      (105,635
                                                      )
                                                      
                                                      
                                                      (8,525,705
                                                      )LOSS
      FROM DISCONTINUED OPERATIONS
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (537,986
                                                      )NET
      LOSS
                                                      
                                                      $
                                                      (271,391
                                                      )
                                                      
                                                      $
                                                      (105,635
                                                      )
                                                      
                                                      $
                                                      (9,063,691
                                                      )BASIC
      LOSS PER SHAREContinuing
      Operations
                                                      
                                                      $
                                                      (0.05
                                                      )
                                                      
                                                      $
                                                      (0.03
                                                      )Discontinued
      Operations
                                                      
                                                      $
                                                      -
                                                      
                                                      
                                                      $
                                                      -WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                                                      
                                                      
                                                      5,322,026
                                                      
                                                      
                                                      
                                                      3,771,079The
      accompanying notes are a integral part of these financials
      statements.




- 5
-





U.S.
      CANADIAN MINERALS, INC.(An
      Exploration Stage Company)Statements
      of Cash Flows(Unaudited)From
      Inceptionon
      January 1,For
      the Three Months Ended
                                      
                                      
                                      2004
      ThroughMarch
      31,
                                      
                                      
                                      
                                      
                                      
                                      March
      31,2009
                                      
                                      
                                      2008
                                      
                                      
                                      2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                                      
                                      $
                                      (271,391
                                      )
                                      
                                      $
                                      (105,635
                                      )
                                      
                                      $
                                      (8,469,639
                                      )Discontinued
      operations
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,265,877
                                      )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Stock
      issued for services
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,432,458Stock
      based compensation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,070,983Depreciation
      expense
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      14,976Changes
      in operating assets and liabilities(Increase)
      decrease in deposits
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (5,227
                                      )Increase
      (decrease) in accounts payableand
      accrued expenses
                                      
                                      
                                      269,448
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,518,382Net
      Cash Used in Operating Activities
                                      
                                      
                                      (1,943
                                      )
                                      
                                      
                                      (105,635
                                      )
                                      
                                      
                                      (5,703,944
                                      )CASH
      FLOWS FROM INVESTING ACTIVITIESAdditions
      to property and equipment
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,785,299
                                      )Loans
      made
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (915,239
                                      )Proceeds
      from mineral properties
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      551,227Proceeds
      from investments
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      704,783Additions
      to investments
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,517,163
                                      )Net
      Cash Used in Investing Activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,961,691
                                      )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from loans
                                      
                                      
                                      -
                                      
                                      
                                      
                                      103,503
                                      
                                      
                                      
                                      2,243,429Repayment
      of loans
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (142,718
                                      )Recission
      of common stock
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (879,500
                                      )Proceeds
      from common stock and preferred stock
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      7,444,514Net
      Cash Provided by Financing Activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      103,503
                                      
                                      
                                      
                                      8,665,725NET
      DECREASE IN CASH
                                      
                                      
                                      (1,943
                                      )
                                      
                                      
                                      (2,132
                                      )
                                      
                                      
                                      90CASH
      AT BEGINNING OF PERIOD
                                      
                                      
                                      2,033
                                      
                                      
                                      
                                      4,707
                                      
                                      
                                      
                                      -CASH
      AT END OF PERIOD
                                      
                                      $
                                      90
                                      
                                      
                                      $
                                      2,575
                                      
                                      
                                      $
                                      90SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      165,175Income
      Taxes
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -NON
      CASH FINANCING ACTIVITIESStock
      issued for mineral properties
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      45,000The
      accompanying notes are an integral part of these financial
      statements.




- 6
-
 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
                                              -
                                              
                                              
                                              -
                                              
                                              -
                                              
                                              
                                              -
                                              
                                              
                                              -
                                              
                                              
                                              -
                                              
                                              
                                              (5,226,338)
                                              
                                              
                                              (5,226,338)Balance,
      December 31, 2004
                                              527,450
                                              
                                              
                                              527
                                              
                                              1,368,106
                                              
                                              
                                              1,369
                                              
                                              
                                              21,727,554
                                              
                                              
                                              1,000
                                              
                                              
                                              (20,242,822)
                                              
                                              
                                              1,487,628Fractional
      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
                                              
                                              
                                              (21,233,537)
                                              
                                              
                                              623,386Issuance
      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
                                              
                                              
                                              (22,044,232)
                                              
                                              
                                              7,772Cancellation
      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
                                              
                                              $
                                              (22,695,375)
                                              
                                              $
                                              (17,433)The
      accompanying notes are an integral part of these financial
      statements.





- 7
-
 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
                                        $
                                        (22,695,375)
                                        $
                                        (17,433)Issuance
      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
                                        
                                        (23,808,784)
                                        
                                        (882,368)Net
      loss for the three months endedMarch
      31, 2009
                                        -
                                        
                                        
                                        -
                                        
                                        -
                                        
                                        -
                                        
                                        -
                                        
                                        -
                                        
                                        (271,391)
                                        
                                        (271,391)Balance,
      March 31, 2009
                                        129,699
                                        
                                        $
                                        130
                                        
                                        5,322,026
                                        $
                                        5,322
                                        $
                                        22,919,964
                                        $
                                        1,000
                                        $
                                        (24,080,175)
                                        $
                                        (1,153,759)








The
accompanying notes are an integral part of these financial
statements.





- 8
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 Table of Contents





NOTE
1 - CONDENSED FINANCIAL STATEMENTS





The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations, and cash flows at March 31, 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 March 31, 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.





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 Table of Contents





NOTE 3 – SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)





Recent Accounting
Pronouncements





In April
2009, the FASB issued FSP No. FAS 157-4, “Determining Fair Value When the Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (“FSP FAS
157-4”).  FSP FAS 157-4 provides guidance on estimating fair value
when market activity has decreased and on identifying transactions that are not
orderly.  Additionally, entities are required to disclose in interim
and annual periods the inputs and valuation techniques used to measure fair
value.  This FSP is effective for interim and annual periods ending
after June 15, 2009.  The Company does not expect the adoption of FSP
FAS 157-4 will have a material impact on its financial condition or results of
operation.





In
October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of
a Financial Asset When the Market for That Asset is Not Active,” (“FSP FAS
157-3”), which clarifies application of SFAS 157 in a market that is not
active.  FSP FAS 157-3 was effective upon issuance, including prior
periods for which financial statements have not been issued.  The
adoption of FSP FAS 157-3 had no impact on the Company’s results of operations,
financial condition or cash flows.





In
December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.”  This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise’s
involvement with variable interest entities, including qualifying
special-purpose entities.  This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged.  The Company adopted this FSP
effective January 1, 2009.  The adoption of the FSP had no impact
on the Company’s results of operations, financial condition or cash
flows.





In
December 2008, the FASB issued FSP No. FAS 132(R)-1, “Employers’ Disclosures
about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”).  FSP
FAS 132(R)-1 requires additional fair value disclosures about employers’ pension
and postretirement benefit plan assets consistent with guidance contained in
SFAS 157.  Specifically, employers will be required to disclose
information about how investment allocation decisions are made, the fair value
of each major category of plan assets and information about the inputs and
valuation techniques used to develop the fair value measurements of plan assets.
This FSP is effective for fiscal years ending after December 15,
2009.  The Company does not expect the adoption of FSP FAS 132(R)-1
will have a material impact on its financial condition or results of
operation.





In
September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, “Accounting for
Transfers and Servicing of Financial  Assets and  Extinguishments of
Liabilities,” and  FASB  Interpretation 46 (revised December 2003),
“Consolidation of  Variable  Interest Entities − an
interpretation of ARB  No. 51,” as well as other
modifications.  While the proposed revised pronouncements have not
been finalized and the proposals are subject to further public comment, the
Company anticipates the changes will not have a significant impact on the
Company’s financial statements.  The changes would be effective March
1, 2010, on a prospective basis.











- 10
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 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.




- 11
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 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.









- 12
-
 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. Minesite 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
minesite 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.


- 13
-
 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





As of
December 31, 2008, we do not have an exploration program. There are no studies
done by us establishing reserves.





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 is found in
Exhibits.





No
minerals were produced during the three months ended March 31,
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 $271,391 for the three
months ended March 31, 2009, compared with a net loss
of     $105,635 for the three months ended March 31,
2008. The increase was due to the costs incurred in bringing the Company’s
securities filings current and expenses incurred seeking new mineral
projects.





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


- 14
-
 Table of Contents





Liquidity
and Capital Resources





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





The
financial statements as of and for the period ended on March 31, 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
1ST
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
March 31, 2009, there were no off balance sheet arrangements.





Going
Concern




As shown
in the accompanying financial statements, we have incurred a net loss of
$24,080,175 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




In
December 2001, the SEC requested that all registrants list their three to five
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.


- 15
-
 Table of Contents


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
assumptions and estimates we have used are comprised of our having written down
the value of our minerals claims in Kingman AZ. (The COD Mine ) to zero and an
estimated tax rate of 39% to be applied in valuation of our net Operating Loss
carry forwards.





Item 3.   Quantitative and
Qualitative Disclosures About Market Risk





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





ITEM 4T.   CONTROLS AND PROCEDURES





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.




As stated
above, 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. These include items that:


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pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      registrant;




provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the
      registrant are being made only in accordance with authorizations of
      management and directors of the registrant;
and




provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the registrant’s assets
      that could have a material effect on the financial
    statements.




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.




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.


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Management’s
Annual Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act).  Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes of accounting principles generally accepted in the United
States.  Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance
of achieving their control objectives.




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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PART
II – OTHER INFORMATION





Item 1.  Legal
Proceedings





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





On
December 28, 2005 Mpower, Inc. filed a Complaint against U.S. Canadian Minerals,
Inc. in order to recover the sum of $38,808.27 due Mpower, Inc. from a
promissory note executed on or about January 2, 2005. The promissory note U.S.
Canadian Minerals, Inc. was being sued on was actually executed on behalf of
Barrington Foods International, Inc. We did not contest such complaint. Thus, a
Default Judgment was entered against U.S. Canadian in the amount of $53,287.04
on April 18, 2006.





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





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





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





On
September 1, 2008 U S Canadian Minerals Inc engaged Michael S Strange &
Associates LLC as counsel to defend this case. Steven Brewer is suing for the
sum of $500,000. The Company is defending itself against the suit but may have
to pay the entire sum. The outcome of this suit and countersuit is not yet
determinable; therefore, we have not recorded any amounts on the financial
statements at this time.





Item 1A.  Risk Factors





Non-applicable
to smaller reporting companies.





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





None





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 March
31, 2009.





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Item 5.   Other Information





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





None




Subsequent
to March 31, 2009





None





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
                Maps of COD Mine site, Local and
    regional





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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:
            May
      20, 2009By:
      /s/  Van der Bok
      Busboom
              Van der Bok Busboom
              Title:President
      and CEO (Interim)
              Chief Financial Officer and Director








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