U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[X]   Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
      of 1934

      For the quarterly period ended September 30, 2004

[_]   Transition Report under Section 13 or 15(d) of the Exchange Act

      For the Transition Period from ________ to ___________

                         Commission File Number: 0-25523

                          U.S. CANADIAN MINERALS, INC.
             (Exact Name of Registrant as Specified in its Charter)

               NEVADA                                  33-0843633
 (State of other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                 Identification Number)


       4955 S. Durango Suite 216
              Las Vegas, NV                                89113
   (Address of principal executive offices)              (Zip Code)


   Registrant's Phone: (702) 433-8223         Fax: (702) 873-8917


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                       Yes [X] No [ ]

As of September 30, 2004, the issuer had 63,603,066 shares of common stock
issued and outstanding.

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


<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES

                                FORMERLY KNOWN AS
                      BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                    SEPTEMBER 30, 2004 AND DECEMBER 31, 2003

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Report on Financial Statements                                               1

Consolidated Financial Statements

               Consolidated Balance Sheets                                   2

               Consolidated Statement of Operations                          3

               Consolidated Statements of Stockholders' Equity (Deficit)     4-6

               Consolidated Statements of Cash Flows                         7-8

Notes to Consolidated Financial Statements                                   9

<PAGE>


                         Report on Financial Statements

To the Board of Directors and Stockholders
U.S. Canadian Minerals, Inc., and Subsidiaries
Formerly known as Barrington Foods International, Inc.
(A Development Stage Company)
Las Vegas, Nevada

The accompanying consolidated balance sheet of U.S. Canadian Minerals, Inc, and
Subsidiaries (the Company), formerly known as Barrington Foods International,
Inc., as of September 30, 2004, and the related consolidated statements of
operations, stockholders' equity (deficit), and cash flows for the nine months
then ended are the sole responsibility of the Company's management.

The financial statements of the Company as of December 31, 2003 and for the
period from December 8, 2000 (date of inception) through December 31, 2003 were
audited by another auditor whose report, dated April 15, 2004, expresses a going
concern qualified opinion on those statements.

In summary, these accompanying financial statements and related notes have not
been compiled, review or audited by an independent accounting firm. Therefore,
they reflect the results of operations as recorded by management for the three
months from July 1, 2004 through September 30, 2004. However, it should be noted
that all activity from January 1, 2004 through June 30, 2004 has been audited by
an independent accounting firm whose report dated August 19, 2004 expresses a
going concern qualified opinion on those statements.

                                       1

<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                 September 30,       December 31,
                                                                                    2004                 2003
                                                                                 ------------        ------------
ASSETS
<S>                                                                              <C>                 <C>

Current assets
  Cash                                                                           $    950,524      $        142
  Investments                                                                      10,684,000                --
                                                                                 ------------      ------------
    Total current assets                                                           11,634,524               142

Fixed assets, net                                                                      18,191             6,288

Other assets
  Mineral rights                                                                   62,120,250                --
  UCRC option                                                                          50,000                --
  Rent deposit                                                                         11,550                --
                                                                                 ------------      ------------
    Total other assets                                                             62,181,800                --
                                                                                 ------------      ------------

Total assets                                                                     $ 73,834,515      $      6,430
                                                                                 ============      ============

LIABILITIES AND STOCKHOLDERS'EQUITY (DEFICIT)

Current liabilities
  Accounts payable and accrued liabilities                                       $    325,108      $    259,674
  Accounts payable  - related parties                                                  40,000           480,028
  Other liabilities                                                                    59,315            59,315
  Notes payable - related parties, including accrued
    interest of $25,956 and $0, respectively                                          467,445            13,236
  Notes payable  - non-related parties, including accrued
    interest of $139,558 and $116,752, respectively                                   573,629           400,823
                                                                                 ------------      ------------
Total current liabilities                                                           1,465,497         1,213,076
                                                                                 ------------      ------------

Total liabilites                                                                    1,465,497         1,213,076

Minority interest                                                                     150,000

Stockholders' equity (deficit)
  Preferred stock - Series A; $0.001 par value; 1,000,000 shares authorized;
    126,550 and 112,500 shares issued and outstanding, respectively                       127               113
  Preferred stock - Series B; $0.001 par value; 1,000,000 shares authorized;
    140,000 shares issued and outstanding                                                 140               140
  Common stock; $0.001 par value; 100,000,000 shares authorized;
    21,201,022 and 445,149 shares issued and outstanding, respectively                 21,201               445
  Additional paid-in capital                                                       91,175,836        13,809,140
  Treasury Stock                                                                      (66,672)               --
  Accumulated deficit                                                             (18,911,614)      (15,016,484)
                                                                                 ------------      ------------
    Total stockholders' equity (deficit)                                           72,219,018        (1,206,646)
                                                                                 ------------      ------------

Total liabilities and stockholders' equity (deficit)                             $ 73,834,515      $      6,430
                                                                                 ============      ============

</TABLE>

                See Accompanying Notes to Financial Statements.

                                       2
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                                   PERIOD FROM
                                                 THREE MONTHS ENDED                   NINE MONTHS ENDED          DECEMBER 8, 2000
                                                    SEPTEMBER 30,                        SEPTEMBER 30,         (INCEPTION) THROUGH
                                               2004              2003              2004              2003       SEPTEMBER 30, 2004
                                           ------------      ------------      ------------      ------------      ------------
                                            (UNAUDITED)       (UNAUDITED)       (UNAUDITED)       (UNAUDITED)
<S>                                        <C>               <C>               <C>               <C>               <C>
Revenue                                    $         --      $         --      $         --      $      8,226      $    171,551

Cost of revenue                                  76,835                --            77,298            20,075           207,467
                                           ------------      ------------      ------------      ------------      ------------
Gross income                                    (76,835)               --           (77,298)          (11,849)          (35,916)

Operating expenses
  Depreciation                                     (777)            1,137             2,367             3,360             9,102
  Consulting and professional fees-
    non-related party                           529,966            89,825         2,795,487         1,560,987         9,118,528
  Consulting and professional fees-
    related party                                46,300                --                --                --         6,808,800
  Product development costs                          --                --                --                --            37,370
  Other general and administrative              524,650            36,737           833,742           317,488         1,522,524
                                           ------------      ------------      ------------      ------------      ------------
      Total operating expenses                1,100,139           127,699         3,631,596         1,881,835        17,496,324
                                           ------------      ------------      ------------      ------------      ------------

Loss from operations                         (1,176,974)         (127,699)       (3,708,894)       (1,893,684)      (17,532,240)

Other expenses
  E-Bait acquisition cost                            --                --                --                --           700,000
  Juina acquisition cost                         12,500                --            78,500                --            78,500
  Yellow River acquisition cost                   8,000                --            30,000                --            30,000
  Litigation Settlement                           5,000                --             5,000                --             5,000
  Interest expense - non-related party            7,602            82,500            36,781           214,649           372,919
  Interest expense - related party               15,665                --            35,956                --            35,956
  Impairment of intangible asset                     --                --                --                --           157,000
                                           ------------      ------------      ------------      ------------      ------------
      Total other expense                        48,767            82,500           186,237           214,649         1,379,375
                                           ------------      ------------      ------------      ------------      ------------

  Loss before provision for -
    income taxes                             (1,225,741)         (210,199)       (3,895,131)       (2,108,333)      (18,911,615)

Provision for income taxes                           --                --                --                --                --
                                           ------------      ------------      ------------      ------------      ------------

Net loss                                   $ (1,225,741)     $   (210,199)     $ (3,895,131)     $ (2,108,333)     $(18,911,615)
                                           ============      ============      ============      ============      ============

Basic and diluted loss -
  per common share                         $     (0.074)     $     (0.005)     $     (0.249)     $     (0.063)

Basic and diluted weighted average
  common shares outstanding                  16,656,760        44,474,664        15,620,983        33,352,467
</TABLE>

                See Accompanying Notes to Financial Statements.

                                       3

<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIT

<TABLE>
<CAPTION>


                                       PREFERRED A SERIES               PREFERRED B SERIES                   COMMON STOCK
                                    SHARES          AMOUNT           SHARES           AMOUNT           SHARES           AMOUNT
                                 ------------     ------------     ------------     ------------     ------------     ------------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
Balance at December 8,
  2000 (inception)                         --     $         --               --     $         --               --     $         --

Issuance of shares
  to founders
  services, $0.10                          --               --               --               --            1,600                2

Net loss                                   --               --               --               --               --               --
                                 ------------     ------------     ------------     ------------     ------------     ------------

Balance at
  December 31, 2000                        --               --               --               --            1,600                2

Issuance of common
  stock for acquisition
  of E-Bait, Inc., $0.001                  --               --               --               --           12,576               12

Issuance of common shares
  for cash, $.035                          --               --               --               --            1,824                2

Issuance of common stock
  for services, $0.88                      --               --               --               --           30,640               31

Net loss                                   --               --               --               --               --               --
                                 ------------     ------------     ------------     ------------     ------------     ------------

Balance due at
  December 31, 2001                        --               --               --               --           46,640               47

Issuance of preferred
  stock in satisfaction
  of note payable, $5.00                   --               --          140,000              140               --               --

Issuance of preferred
  stock for services, $60.00           96,500               97               --               --               --               --

Issuance of common stock
  for cash, $0.07                          --               --               --               --           17,870               18

Issuance of common
  stock for other
  receivables, $0.07                       --               --               --               --            4,800                5

Issuance of common
  stock for property, $0.13                --               --               --               --            5,200                5

Issuance of common stock
  for services, $0.14                      --               --               --               --           83,032               83

Issuance of common
  stock in satisfaction
  of notes payable-related
  parties, $0.17                           --               --               --               --            1,520                1

Bad debt related to
  other receivable                         --               --               --               --               --               --

Net loss                                   --               --               --               --               --               --
                                 ------------     ------------     ------------     ------------     ------------     ------------

Balance at
  December 31, 2002                    96,500     $         97          140,000     $        140          159,062     $        159
</TABLE>

<TABLE>
<CAPTION>
                                                        OTHER          ACCUMULATED         TOTAL
                                  ADDITIONAL         RECEIVABLES     DEFICIT DURING     STOCKHOLDERS'
                                    PAID-IN          OR TREASURY      DEVELOPMENT          EQUITY
                                    CAPITAL            STOCK             STAGE            (DEFICIT)
                                  ------------      ------------      ------------      ------------
<S>                               <C>               <C>               <C>               <C>
Balance at December 8,
  2000 (inception)                $         --      $         --      $         --      $         --

Issuance of shares
  to founders
  services, $0.10                       19,998                --                --            20,000

Net loss                                    --                --           (20,000)          (20,000)
                                  ------------      ------------      ------------      ------------

Balance at
  December 31, 2000                     19,998                --           (20,000)               --

Issuance of common
  stock for acquisition
  of E-Bait, Inc., $0.001                  (12)               --                --                --

Issuance of common shares
  for cash, $.035                       80,588                --                --            80,590

Issuance of common stock
  for services, $0.88                3,356,469                --                --         3,356,500

Net loss                                    --                --        (4,326,361)       (4,326,361)
                                  ------------      ------------      ------------      ------------

Balance due at
  December 31, 2001                  3,457,043                --        (4,346,361)         (889,271)

Issuance of preferred
  stock in satisfaction
  of note payable, $5.00               699,860                --                --           700,000

Issuance of preferred
  stock for services, $60.00         5,789,903                --                --         5,790,000

Issuance of common stock
  for cash, $0.07                      148,512                --                --           148,530

Issuance of common
  stock for other
  receivables, $0.07                    40,245           (40,250)               --                --

Issuance of common
  stock for property, $0.13             84,495                --                --            84,500

Issuance of common stock
  for services, $0.14                1,497,967                --                --         1,498,050

Issuance of common
  stock in satisfaction
  of notes payable-related
  parties, $0.17                        31,629                --                --            31,630

Bad debt related to
  other receivable                          --            37,500                --            37,500

Net loss                                    --                --        (8,472,097)       (8,472,097)
                                  ------------      ------------      ------------      ------------

Balance at
  December 31, 2002               $ 11,749,654      $     (2,750)      (12,818,458)     $ (1,071,158)
</TABLE>

                See Accompanying Notes to Financial Statements.

                                       4
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIT

<TABLE>
<CAPTION>


                                         PREFERRED A SERIES               PREFERRED B SERIES                  COMMON STOCK
                                      SHARES            AMOUNT         SHARES           AMOUNT          SHARES           AMOUNT
                                   ------------      ------------   ------------     ------------    ------------     ------------
<S>                                <C>               <C>            <C>              <C>             <C>              <C>
Issuance of preferred A
  series stock for
  services, $7.00                        80,000      $         80                     $                               $

Issuance of common stock
  for cash, weighted
  average price of
  $0.02 per share                                                                                           61,257               61

Issuance of common stock
  in satisfacation of Company
  liabities, weighted average
  price of $0.02                             --                --              --               --           5,200                5

Issuance of common stock
  for related interest on
  notes payable, weighted
  average price $0.06                        --                --              --               --          26,974               27

Issuance of common stock
  for services, weighted
  average price of $0.07                     --                --              --               --         141,456              142

Conversion of preferred A
  series stock into common
  stock                                 (64,000)              (64)             --               --          51,200               51

Bad debt related to
  other receivable                           --                --              --               --              --               --

Net loss                                     --                --              --               --              --               --
                                   ------------      ------------   -------------    -------------    ------------     ------------


Balance at December 31, 2003            112,500      $        113         140,000     $        140         445,149     $        445

Cancellation of preferred
  shares                                (80,000)              (80)             --               --              --               --

Issuance of common stock
  in satisfacation of
  Company liabilities                        --                --              --               --         129,444              129

Issuance of common stock
  for services, weighted
  average price of $1.51                     --                --              --               --         280,950              281

Issuance of common stock
  for services-related party-
  weighted average price of $5.55            --                --              --               --         311,802              312

Conversion of preferred A
  series stock into
  common stock                          (16,250)              (16)             --               --       1,625,000            1,625
</TABLE>

<TABLE>
<CAPTION>
                                                              OTHER          ACCUMULATED         TOTAL
                                         ADDITIONAL        RECEIVABLES     DEFICIT DURING     STOCKHOLDERS'
                                          PAID-IN         OR TREASURY       DEVELOPMENT         EQUITY
                                          CAPITAL           STOCK              STAGE           (DEFICIT)
                                        ------------     ------------      ------------      ------------
<S>                                    <C>               <C>               <C>               <C>
Issuance of preferred A
  series stock for
  services, $7.00                       $    559,920     $                  $                 $    560,000

Issuance of common stock
  for cash, weighted
  average price of
  $0.02 per share                            166,456                                               166,517

Issuance of common stock
  in satisfacation of Company
  liabities, weighted average
  price of $0.02                              12,995                --               --            13,000

Issuance of common stock
  for related interest on
  notes payable, weighted
  average price $0.06                        216,878                --               --           216,905

Issuance of common stock
  for services, weighted
  average price of $0.07                   1,103,224                --               --         1,103,366

Conversion of preferred A
  series stock into common
  stock                                           13                --               --                --

Bad debt related to
  other receivable                                --             2,750               --             2,750

Net loss                                          --                --       (2,198,026)       (2,198,026)
                                        ------------     -------------     ------------      ------------


Balance at December 31, 2003            $ 13,809,140      $         --     $(15,016,484)     $ (1,206,646)

Cancellation of preferred
  shares                                          80                --               --                --

Issuance of common stock
  in satisfacation of
  Company liabilities                        479,975                --               --           480,104

Issuance of common stock
  for services, weighted
  average price of $1.51                     438,649                --               --           438,930

Issuance of common stock
  for services-related party-
  weighted average price of $5.55          1,730,063                --               --         1,730,375

Conversion of preferred A
  series stock into
  common stock                                (1,609)               --               --                --
</TABLE>

                See Accompanying Notes to Financial Statements.

                                       5
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIT


<TABLE>
<CAPTION>


                                          PREFERRED A SERIES              PREFERRED B SERIES                 COMMON STOCK
                                       SHARES            AMOUNT        SHARES           AMOUNT         SHARES           AMOUNT
                                    ------------      ------------  ------------     ------------   ------------     ------------
<S>                                 <C>               <C>           <C>              <C>            <C>              <C>
Issuance of common stock
  for acquisition of
  mineral rights -
  Nevada Minerals, Inc.                      --      $         --             --     $         --      5,000,000     $      5,000

Issuance of common stock
  for mineral rights -
  El Capitan Precious Minerals               --                --             --               --        720,000              720

Issuance of common stock
  for acquisition of
  Nevada Minerals-wholly
  owned subsidiary                           --                --             --               --         50,000               50

Common stock warrants issued
  for consulting services                    --                --             --               --             --               --

Net loss                                     --                --             --               --             --               --
                                   ------------      ------------   ------------     ------------   ------------     ------------

Balance at June 30, 2004                 16,250                17        140,000              140      8,562,345            8,562

Issuance of common Stock
  for acquisition of
  mineral rights                             --                --             --               --      7,500,000            7,500

Issuance of common Stock
  for cash                                   --                --             --               --      3,200,000            3,200

Issuance of common Stock
  for acquisition of
  80% interest in Yellow River               --                --             --               --         50,000               50

Issuance of common Stock
  for acquisition of
  Investment stock in Langley Park           --                --             --               --      1,714,000            1,714

Issuance of common Stock
  for services                               --                --             --               --        100,000              100

Conversion of preferred A
  series stock into
  common stock                             (450)               (0)            --               --         45,000               45

Issuance of common Stock
  as rounding shares                         --                --             --               --         29,677               30

Issuance of preferred A
  for acquisition of
  mineral rights                        100,000               100             --               --             --               --

Issuance of preferred A
  in settlement of prior
  stock sale                             10,000                10             --               --             --               --

Purchase of Treasury Stock                   --                --             --               --             --               --

Net loss                                     --                --             --               --             --               --
                                   ------------      ------------   ------------     ------------   ------------     ------------

Balance at September 30, 2004           125,800      $        127        140,000     $        140     21,201,022     $     21,201
                                   ============      ============   ============     ============   ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                             OTHER          ACCUMULATED         TOTAL
                                         ADDITIONAL        RECEIVABLES     DEFICIT DURING     STOCKHOLDERS'
                                          PAID-IN         OR TREASURY       DEVELOPMENT         EQUITY
                                          CAPITAL           STOCK              STAGE           (DEFICIT)
                                        ------------     ------------      ------------      ------------
<S>                                    <C>               <C>               <C>               <C>
Issuance of common stock
  for acquisition of
  mineral rights -
  Nevada Minerals, Inc.                $  5,170,000      $         --      $         --      $  5,175,000

Issuance of common stock
  for mineral rights -
  El Capitan Precious Minerals            1,538,280                --                --         1,539,000

Issuance of common stock
  for acquisition of
  Nevada Minerals-wholly
  owned subsidiary                          206,200                --                --           206,250

Common stock warrants issued
  for consulting services                    63,767                --                --            63,767

Net loss                                         --                --        (2,669,390)       (2,669,390)
                                       ------------      ------------      ------------      ------------

Balance at June 30, 2004                 23,434,545                --       (17,685,874)        5,757,390

Issuance of common Stock
  for acquisition of
  mineral rights                         33,742,500                --                --        33,750,000

Issuance of common Stock
  for cash                               15,496,800                --                --        15,500,000

Issuance of common Stock
  for acquisition of
  80% interest in Yellow River              299,950                --                --           300,000

Issuance of common Stock
  for acquisition of
  Investment stock in Langley Park       10,282,286                --                --        10,284,000

Issuance of common Stock
  for services                              419,900                --                --           420,000

Conversion of preferred A
  series stock into
  common stock                                  (45)               --                --                (0)

Issuance of common Stock
  as rounding shares                             --                --                --                30

Issuance of preferred A
  for acquisition of
  mineral rights                          7,499,900                --                --         7,500,000

Issuance of preferred A
  in settlement of prior
  stock sale                                     --                --                --                10

Purchase of Treasury Stock                       --           (66,672)               --           (66,672)

Net loss                                         --                --        (1,225,741)       (1,225,741)
                                       ------------      ------------      ------------      ------------

Balance at September 30, 2004          $ 91,175,836      $    (66,672)     $(18,911,615)     $ 72,219,017
                                       ============      ============      ============      ============
</TABLE>

                See Accompanying Notes to Financial Statements.


                                       6
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                 PERIOD FROM
                                                                                               DECEMBER 8, 2000
                                                       PERIOD ENDED          PERIOD ENDED     (INCEPTION) THROUGH
                                                    SEPTEMBER 30, 2004    SEPTEMBER 30, 2003  SEPTEMBER 30, 2004
                                                      -------------        -------------        -------------
                                                       (UNAUDITED)          (UNAUDITED)
<S>                                                   <C>                  <C>                  <C>
Cash flows from operating activities:
  Net loss                                            $  (3,895,131)       $  (2,108,333)       $ (18,911,615)
  Adjustments to reconcile net loss to
  net cash used by operating activities:
    Stock based compensation                              2,233,071                   --           14,777,892
    Compensation through issuance of debt                    50,000                   --               50,000
    Operating expenses paid via debt issuance                24,000            1,560,987               24,000
    E-Bait acquisition costs                                     --                   --              700,000
    Depreciation                                              2,367                3,360                9,102
    Impairment of intangible assets                              --                   --              157,000
    Bad debt expense on other receivable                         --                   --               40,250
  Changes in operating assets and liabilities
    Accounts receivable                                          --                9,964                   --
    Inventory                                                    --                1,179                   --
    Other assets                                                 --                2,031                   --
    Accounts payable and accrued liabilities                 65,435               92,682              325,109
    Accounts payable to related parties                     141,580              190,777              419,007
    Accrued interest included in notes payable               48,762                   --               48,762
    Other liabilities                                            --               37,500              190,416
                                                      -------------        -------------        -------------
      Net cash used by operating activities:             (1,329,916)            (209,853)          (2,170,077)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of fixed assets                                  (14,269)                  --              (15,292)
  Purchase of mineral rights                           (122,250,000)                  --         (122,250,000)
  Purchase of investment assets                         (10,684,000)                  --          (10,684,000)
                                                      -------------        -------------        -------------
      Net cash used in investing activities            (132,948,269)                  --         (132,949,292)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Proceeds from notes payable                               180,000               22,000              714,963
  Principal payments on notes payable                      (138,800)             (15,000)            (228,074)
  Proceeds from sale of common stock                     60,254,030               25,050           60,649,667
  Proceeds from sale of preferred A stock                75,000,009                   --           75,000,009
  Purchase of treasury stock                                (66,672)                  --              (66,672)
  Change in other receivable                                     --              147,190                   --
                                                      -------------        -------------        -------------
      Net cash provided by financing activities         135,228,567              179,240          136,069,893

Net change in cash                                          950,382              (30,613)             950,524

Beginning cash balance                                          142                2,503                   --
                                                      -------------        -------------        -------------
Ending cash balance                                   $     950,524        $     (28,110)       $     950,524
                                                      =============        =============        =============
</TABLE>

                See Accompanying Notes to Financial Statements.

                                        7
<PAGE>

                 U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

<TABLE>
<CAPTION>
                                                                                                        PERIOD FROM
                                                                                                      DECEMBER 8, 2000
                                                              PERIOD ENDED          PERIOD ENDED     (INCEPTION) THROUGH
                                                           SEPTEMBER 30, 2004    SEPTEMBER 30, 2003  SEPTEMBER 30, 2004
                                                              -------------        -------------        -------------
                                                               (UNAUDITED)          (UNAUDITED)
<S>                                                        <C>                  <C>                  <C>

Supplemental disclosure of cash flows:

Cash paid for interest                                               --                      --                  100
Cash paid for income taxes                                           --                      --                   --

Schedule of non-cash investing and financing activies

Issuance of 140,000 shares of Preferred B
in satisfaction of note payable                                      --                      --              700,000

Issuance of 1,441,429 shares of common stock
in satisfaction of due to related parties                            --                 164,500              164,500

Issuance of 1,303,286 shares of common stock
in satisfaction of due to related parties                            --                  72,200               72,200

Issuance of 1,514,000 shares of common stock
for receivables related to to redemption
of preferred stock                                                   --                 149,940              149,940

Issuance of 175,000 shares of common stock
for related parties                                                  --                      --               29,750

Issuance of 129,444 shares of common stock
for services                                                         --                      --              480,028

Issuance of 692,752 shares of common stock
for services                                                    420,000                      --            2,589,024

Issuance of 5,000,000 shares of common stock
for joint venture agreement                                          --                      --            5,175,000

Issuance of 720,000 shares of common stock
for joint venture agreement                                          --                      --            1,539,000

Issuance of 50,000 common shares for
acquisition of wholly owned subsidiary                               --                      --              206,250

Issuance of 7,500,000 common shares for
mineral rights                                               33,750,000                      --              206,250

Issuance of 50,000 common shares for
acquisition of 80% interest in Yellow River                     300,000                      --              206,250

Issuance of 1,714,000 common shares for
acquisition of investment stock in Langley Park              10,284,000                      --              206,250
</TABLE>

                See Accompanying Notes to Financial Statements.

                                       8
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

      DESCRIPTION OF BUSINESS - U.S. Canadian Minerals, Inc., formerly known as
      Barrington Foods International, Inc., (hereinafter referred to as the
      "Company") is a development stage company in accordance with Statement of
      Financial Accounting Standards No. 7. Up until January 2004, the Company's
      main focus was on the manufacture/distribution of food products. In
      January 2004, the Company changed its business focus to the acquisition of
      mineral rights, mining resources and the development of mining operations
      to extract minerals by acquiring existing active and inactive mining
      operations and/or assets. On January 2, 2004, the Company changed its name
      from Barrington Foods International, Inc. to U.S. Canadian Minerals, Inc.
      The Company has not yet begun the process of obtaining shareholder
      approval for quasi-reorganization. At such time the Company completes its
      reorganization by obtaining such approval, the cumulative deficit from
      historical operations of the former Barrington Foods International will be
      offset against the paid in capital of the Company.

      HISTORY - Barrington Foods International, Inc., formerly E-Bait, Inc.,
      ("E-Bait") was incorporated in the State of California in February 1999.
      In August 2001, E-Bait consummated an acquisition and merger agreement
      (the "Agreement") to acquire all 200,000 shares of outstanding capital
      stock of Barrington Foods International, Inc. ("BFI"), a Nevada
      corporation, in exchange for 1,772,015 shares if E-Bait's common stock and
      a note payable of $700,000 (the "Transaction"). Accordingly, the
      stockholders of BFI received an additional 1,552,015 shares of E-Bait's
      common stock and converted the existing 200,000 shares of BFI's common
      stock into E-Bait common stock. Prior to the Transaction, E-Bait was a
      public company with nominal operations, assets, and no liabilities; and
      BFI was an operational privately held company. The Transaction is
      considered to be a capital transaction in substance, rather than a
      business combination. That is, the Transaction is equivalent to the
      issuance of stock by the privately held company (BFI) for the net monetary
      assets of the public company (E-Bait), accompanied by a recapitalization.
      The accounting for the Transaction is identical to that resulting from a
      reverse acquisition, except that no goodwill or other intangible assets
      was recorded. Accordingly, these financial statements are the historical
      financial statements of BFI. Barrington Foods International, Inc. was
      incorporated from December 8, 2000 (Date of inception for Barrington Foods
      International, Inc.) and forward.

      In August 2001, the Company's Board of Directors adopted a resolution
      whereby it approved a 10-to-1 stock split of the issued and outstanding
      shares of common stock. In December 2001, the Company's Board of Directors
      adopted a resolution whereby it approved a 1-for-10 reverse stock split.
      In December 2003, the Company's Board of Directors adopted a resolution
      whereby it approved a 1-for-100 reverse stock split. In January 2004, the
      Company's Board of Directors approved a 125-to-1 reverse stock split of
      its common stock.


                                       9
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (CONTINUED)

      Accordingly, the accompanying financial statements have been retroactively
      restated to reflect stock splits as if such stock splits occurred as of
      the Company's date of inception.

      During the nine months ended September 30, 2004, the Company commenced the
      acquisition of interests in mineral rights and underlying mining
      operations through the issuance of shares for the acquisition of the
      shares of certain entities and entering into joint venture agreements (see
      note 2). Some of these acquisitions have been accounted for as business
      combinations of subsidiaries and variable interest entities.

      GOING CONCERN - The accompanying financial statements have been prepared
      on a going concern basis, which contemplates the realization of assets and
      the satisfaction of liabilities in the normal course of business. The
      Company is in the development stage, has no operating revenue and has
      incurred cumulative net losses of approximately $18,911,000 since
      inception.

      These conditions give rise to substantial doubt about the Company's
      ability to continue as a going concern. The financial statements do not
      include adjustments relating to the recoverability and classification of
      reported asset amounts or the amount and classification of liabilities
      that might be necessary should the Company be unable to continue as a
      going concern. The Company's continuation as a going concern is dependent
      upon its ability to obtain additional financing, successfully develop its
      contemplated plan of operations, and transition, ultimately, to the
      attainment of profitable operations. Also, the Company's new business
      calls for the acquisition of various types of mining claims of precious
      metals. Management believes its due diligence procedures will assure the
      acquisition of the rights to profitable operational means that will enable
      them to maintain positive cash flow from its operations in the near
      future.

      The Company plans to raise operating capital via debt and equity offerings
      in order to continue as a going concern and has been successful in raising
      some capital for future acquisitions (see note 12). 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.

      USE OF ESTIMATES - The preparation of financial statements in conformity
      with accounting principles generally accepted in the United States of
      America 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 revenue and expenses during the


                                       10
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (CONTINUED)

      reporting period. Actual results could differ from those estimates.
      Significant estimates such as the fair value of restricted shares issued
      for mineral rights, business combinations, goodwill, consulting services
      etc., as well as estimates of value of compensatory stock options may
      change in the near future.

      INTERIM FINANCIAL REPORTING - The Company has a financial reporting period
      of 12 months ending December 31. The financial statements for the interim
      period ended September 30, 2004 have been prepared based on accounting
      principles and practices used by the Company on its latest annual
      financial statements.

      REVENUE RECOGNITION - Revenues are recognized during the period in which
      the revenues are received. Costs and expenses are recognized during the
      period in which they are incurred.

      FAIR VALUE OF FINANCIAL INSTRUMENTS - The carrying amounts and estimated
      fair values of the Company's financial instruments approximate their fair
      value due to the short-term nature.

      FIXED ASSETS - Fixed assets are stated at the cost less accumulated
      depreciation. Depreciation is provided principally on the straight-line
      method over the estimated useful lives of the assets, which is primarily 5
      years. The cost of repairs and maintenance is charged to expense as
      incurred. Expenditures for property betterments and renewals are
      capitalized. Upon sale or other disposition of a depreciable asset, cost
      and accumulated depreciation are removed from the accounts and any gain or
      loss is reflected in other income (expense).

      The Company periodically evaluates whether events and circumstances have
      occurred that may warrant a revision of the estimated useful lives of
      fixed assets or whether the remaining balance of fixed assets should be
      evaluated for possible impairment. The Company uses an estimate of the
      related undiscounted cash flows over the remaining life of the fixed
      assets in measuring their recoverability.

      COMPREHENSIVE INCOME (LOSS) - The Company has no components of other
      comprehensive loss. Accordingly, net loss equals comprehensive loss for
      all periods.

      RESEARCH AND DEVELOPMENT COSTS - Research and development costs are
      charged to expense as incurred.


                                       11
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (CONTINUED)

      ADVERTISING AND MARKETING COSTS - The Company recognizes advertising
      expenses in accordance with Statement of Position 93-7 "Reporting in
      Advertising Costs." Accordingly, the Company expenses the costs of
      communicating advertisements in the period in which the advertising space
      or airtime is used.

      INCOME TAXES - The Company accounts for its income taxes in accordance
      with Statement of Financial Accounting Standards No. 109. Deferred tax
      assets and liabilities at the end of each period are determined using the
      tax rate expected to be in effect when taxes are actually paid or
      recovered. Valuation allowances are established when necessary to reduce
      deferred tax assets to the amount expected to be realized.

      MINERAL RIGHTS OTHER THAN OIL AND GAS - Financial Accounting Standard No.
      89 "Financial Reporting and Changing Prices" paragraph 14 requires the
      Company to disclose certain additional information relating to its mineral
      resource assets (see note 2).

      NET LOSS PER COMMON SHARE - The Company computes net loss per share in
      accordance with SFAS No. 128, "Earnings per Share" and SEC Staff
      Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS No. 128
      and SAB 98, basic net loss per share is computed by dividing the net loss
      available to common stockholders for the period by the weighted average
      number of shares of common stock outstanding during the period. The
      calculation of diluted net loss per share gives effect to common stock
      equivalents; however, potential common shares (such as convertible
      preferred stock and common stock warrants) are excluded if their effect is
      antidilutive. For the year ended December 31, 2003 and for the period from
      December 8, 2000 (Date of Inception) through December 31, 2003, the
      Company had not granted options and warrants. In 2004, the Company granted
      warrants to an officer of a joint venture entity (see note 8).

      STOCK-BASED COMPENSATION - The Company applies Accounting Principles Board
      ("APB") Opinion No.25, Accounting for Stock Issued to Employees, and
      Related Interpretations, in accounting for stock options issued to
      employees. Under APB No. 25, employee compensation cost is recognized when
      estimated fair value of the underlying stock on date of the grant exceeds
      exercise price of the stock option. For stock options and warrants issued
      to non-employees, the Company applies Statements of Financial Accounting
      Standards ("SFAS") No. 123 Accounting for Stock-Based Compensation, which
      requires the recognition of compensation cost based upon the fair value of
      stock options at the grant date using the Black-Scholes option pricing
      model.


                                       12
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (CONTINUED)

      The Company has not issued warrants or options to employees for
      compensation for the nine months ended September 30, 2004, and the year
      ended December 31, 2003.

      In December 2002, the Financial Accounting Standards Board ("FASB") issued
      SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
      Disclosure". SFAS No. 148 amends the transition and disclosure provisions
      of SFAS No. 123. The Company is currently evaluating SFAS No. 148 to
      determine if it will adopt SFAS No. 123 to account for new employee stock
      options using fair value method and, if so, when to begin the transition
      to that method.

      NEW ACCOUNTING PRONOUNCEMENTS - In April 2002, the FASB issued Statement
      No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendments of
      FASB Statement No. 13, and Technical Corrections". The Company does not
      believe that the adoption of this pronouncement will have a material
      effect on its financial statements.

      In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities". This statement requires the
      recognition of a liability for a cost associated with an exit or disposal
      activity when the liability is incurred versus the date the Company
      commits to an exit plan. In addition, this statement states the liability
      should be initially measured at fair value. The statement is effective for
      exit or disposal activities that are initiated after December 31, 2002.
      The Company believes that the adoption of this pronouncement does not have
      a material effect on its financial statements though it may be in the near
      future.

      In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
      Variable Interest Entities". This interpretation establishes standards for
      identifying a variable interest entity and for determining under what
      circumstances a variable interest entity should be consolidated with its
      primary beneficiary. Until now, a company generally has included another
      entity in its consolidated financial statements only if it controlled the
      entity through voting interests. Interpretation No. 46 changes that by
      requiring a variable interest entity to be consolidated by a company is
      that company is subject to a majority of the risk of loss from the
      variable interest entity's activities or is entitled to receive a majority
      of the entity's residual returns or both. The Company does not believe
      that the adoption of this pronouncement will have a material effect on its
      September 30, 2004 financial statements. However, the adoption may have an
      impact when the activities of its joint venture interests become
      substantial. As stated in note 2, the Company commenced the acquisition of
      certain mineral rights via joint venture interest. However, as of
      September 30, 2004, none of the joint venture activities have commenced


                                       13
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


1.    DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
      (CONTINUED)

      significant operations and operating assets and liabilities were
      insignificant other than the mineral rights acquired.

      CONSOLIDATION - The accounts of the Company include those of Juina Mining
      Corporation (with operations in Brazil), Nevada Magnetic Minerals, and
      Yellow River Mining Corporation (with operations in Ecuador). All
      intercompany accounts have been eliminated in consolidation.

      RECLASSIFICATION - The financial statements reflect certain
      reclassifications, which have no effect on net income, to conform to
      classifications in the current year.

2.    INVESTMENTS IN JOINT VENTURES AND BUSINESS COMBINATIONS

      On January 20, 2004, the Company entered into a joint venture agreement
      with Nevada Minerals, Inc. to develop up to 500,000 acres of potential
      Kimberlite mineral property located in Canada. The Company issued
      5,000,000 restricted shares of its common stock to acquire the underlying
      rights to Kimberlite property. Under the joint venture agreement the
      Company shall be entitled to receive 20% of the revenue generated from the
      property. The value of this transaction approximates $5,175,000 based upon
      the fair value of the said shares on the consummation of such agreement.
      Additional costs paid by the Company totaling $300,000 for the exploration
      of the property have also been capitalized as costs of maintaining mineral
      rights.

      On February 23, 2004, the Company entered into joint venture agreement
      with Juina Mining Corporation (Juina) to acquire controlling voting
      interest in Juina's capital stock in exchange for $200,000. On March 28,
      2004, a promissory note for $84,000 was signed (and subsequently paid in
      July 2004) and $116,000 was transferred to Juina in exchange for
      10,000,000 newly issued shares of Juina preferred stock, resulting in a
      controlling interest in Juina. The preferred stock bears a voting
      conversion rate of 8 to 1, which was used as collateral for the promissory
      note. Subsequently, the Company converted its Juina preferred shares to
      1,250,000 common shares.

      On March 22, 2004, Juina Mining issued 5,000,000 of its restricted common
      shares to acquire 80% of the issued and outstanding shares of Yellow River
      Mining Corporation in a transaction valued at $150,000 based upon the
      estimated fair value of Juina shares on the date of acquisition. Yellow
      River is an active mine with unproven reserves and is currently not
      producing significant amounts of revenue. The Company anticipates using
      proceeds from subsequent offerings to construct and improve mining
      facilities at Yellow River. On July 28, 2004 the Company issued 50,000
      shares of common stock to purchase this interest from Juina Mining.


                                       14
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


2.    INVESTMENTS IN JOINT VENTURES AND BUSINESS COMBINATIONS (CONTINUED)

      The acquisition of Juina and Yellow River consisting almost entirely of
      mineral rights in Yellow River have been accounted for as purchase method
      business combinations in which the assets have been recorded at fair value
      based upon the value of the consideration given. Using the concept of
      "full costing" accounting, costs incurred to acquire, explore and develop
      the properties were capitalized as incurred prior to commencement of
      significant extraction, at which time costs will be amortized. Management
      estimates that the capitalized costs do not exceed the value of these
      reserves. The restricted shares issued by Juina for Yellow River resulted
      in a minority interest of $150,000 representing the only value in Juina
      for Yellow River not owned by the Company. No other minority interest has
      been recorded prior to the Yellow River acquisition since the minority
      shareholders' interest in prior Juina losses exceeded their investment.

      In March 2004, the Company issued 50,000 shares if restricted common stock
      for 100% of the issued and outstanding shares of Nevada Magnetic Minerals
      (NMM). NMM owns mineral rights to real property located in Nevada and was
      previously engaged in the business of processing raw ore into anode bars,
      which can be transported for further processing into gold bullion. At the
      date of acquisition, NMM's assets were of insignificant value and had not
      been involved in active operations for some time. The acquisition has been
      accounted for as a business combination and the fair value of the
      underlying assets was determined to be nominal resulting in mineral rights
      valued at $206,250.

      On May 11, 2004, the Company entered into a joint venture-agreement with
      El Capitan Precious Metals Inc. to acquire an 80% ownership of mining
      claims located in Arizona. The Company was required to contribute 720,000
      shares of its common stock to acquire the mining rights. The value of this
      transaction approximates $1,539,000 based upon the fair value of said
      shares on the consummation of such agreement. The joint venture agreement
      entitles the Company to receive 50% of the anticipated profits from
      tailings and settlement ponds and gives the Company the obligation to
      provide operating capital for the first 90 days of operation, which it has
      commenced. After this period, the joint venture partner (operator) bears
      the risk of excess losses and liability.

      The reserves for which the Company obtained mineral rights through the El
      Capitan joint venture agreement are "proven or probable" that is, the
      Company has been provided an outside commercial appraisal of the estimated
      value of the property "as is" for $5,000,000. The estimated reserves at
      March 2001 were estimated to yield ground values approximately
      $138,000,000 and eventual recovery of $120,000,000 in revenues. These
      estimates were based on gold (22% of total values), silver (28.4%), lead
      (15.5%) Zinc (25.0%), as well as copper (4.0%) prices at February 27,
      2001. The Company has not


                                       15
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


2.    INVESTMENTS IN JOINT VENTURES AND BUSINESS COMBINATIONS (CONTINUED)

      obtained an appraisal since March 2001. The reserves are purported to have
      not been depleted since the date of appraisal. No minerals were produced
      during the nine months ended September 30, 2004.

      The Emerging Issues Task Force (EITF) has reached a consensus that mineral
      rights are tangible assets (EITF Issue No. 04-2). The guidance in the EITF
      to be applied to reporting periods beginning after April 29, 2004. The
      Company has elected early application of this guidance.

      The Company's management will evaluate expected future cash flow and other
      factors relating to the determination of fair value of its mineral rights
      on a periodic basis. The Company's policy is to record any impairment of
      value based on these evaluations in the most recent statement of
      operations.

3.    FIXED ASSETS

      Fixed assets consist of the following as of September 30, 2004 and
      December 31, 2003:


                                                September 30,     December 31,
                                                    2004              2003
                                                  -------           -------
         Equipment and Office Furnishings         $27,293           $13,023
         Less: Accumulated depreciation             9,102             6,735
                                                  -------           -------
                                                  $18,191           $ 6,288
                                                  =======           =======

4.    ACCOUNTS PAYABLE RELATED PARTIES

      As of September 30, 2004 and December 31, 2003, accounts payable to
      related parties totaling $40,000 and $480,028 comprise amounts due to
      various officers, directors and shareholders which are unsecured,
      non-interest bearing, and due on demand. As noted in Note 8, the Company
      has issued 129,444 shares of common stock in the first quarter of 2004 to
      satisfy all $480,028 of these liabilities. In 2004, additional services
      were made to the Company by a joint venture partner totaling $38,800.

5.    OTHER LIABILITES

      As of September 30, 2004, and December 31, 2003, other liabilities
      totaling $59,315 consist of services performed by consultants and other
      minor shareholders.


                                       16
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


6.    NOTES PAYABLE - RELATED PARTIES

<TABLE>
<CAPTION>
<S>                                                                                                  <C>
                  Notes payable - related parties consist of the following as of
                  September 30, 2004:

                  Note payable to former officer and director, unsecured, bearing interest
                  between 5-10% per annum, past due and delinquent.                                   $ 13,236

                  Note payable to entity of former officer director, unsecured, bearing
                  interest at 12% per annum, past due and delinquent.                                   50,000

                  Notes payable to affiliated entity, unsecured, bearing interest at 12% per
                  Annum.  Interest and principal due on September 30, 2004.                            378,253
                                                                                                      --------

                                                                                                       441,489

                  Accrued interest payable                                                              25,956
                                                                                                      --------
                                                                                                      $467,445
                                                                                                      ========

7.    NOTES PAYABLE - NON-RELATED PARTIES

                  Notes payable - non-related parties consist of the following
                  as of September 30, 2004:

                  Note payable to minor stockholder, unsecured, bearing interest
                  at 10% per annum plus $10,000 to be paid in common stock,
                  maturing March 2003 (through the date of this report, the
                  Company is in default on this note as a

                  result of past due maturities and delinquent interest payments).                    $245,333

                  Note payable to minor stockholder, unsecured, bearing interest between
                  10-18% per annum, past due and delinquent.                                            35,000

                  Note payable to minor stockholder, unsecured, bearing interest at 10% per
                  annum, past due and delinquent.                                                        2,072

                  Note payable to minor stockholder, unsecured, bearing interest at 10% per
                  annum, past due and delinquent.                                                        1,666

                  Note payable to an unrelated lending service, unsecured, bearing interest at
                  7% per annum, due January 2, 2005.                                                   150,000
                                                                                                      --------
                                                                                                       434,071

                  Accrued interest payable                                                             139,558
                                                                                                      --------
                                                                                                      $573,629
                                                                                                      ========
</TABLE>


                                       17
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


8.    STOCKHOLDERS' EQUITY (DEFICIT)

      In July 2004, the Company issued 7,500,000 shares of its common stock
      pursuant to an asset acquisition agreement whereby the Company received 5%
      of all current and future claim holdings and mineral interests of CMKM
      Diamonds, Inc. as consideration for the issuance. The value of the assets
      purchased as defined by the fair value of the stock at the date of
      issuance is $33,750,000.

      During the quarter ended September 30, 2004 the Company issued 3,200,000
      shares of its common stock in consideration for $15,500,000 in cash
      received.

      In July 2004, the Company issued 50,000 shares of its common stock to
      acquire 80% interest in Yellow River Mining S.A. This asset is an
      investment that is valued at $300,000 based on the fair value of the stock
      at the date of issuance.

      In August 2004, the Company issued 1,714,000 shares of its common stock to
      acquire an investment interest in an unrelated company. This purchase did
      not give the Company any significant influence over the company whose
      stock was acquired. This asset is an investment that is valued at
      $10,284,000 based on the fair value of the stock given as consideration at
      the date of issuance.

      In July and August 2004, the Company issued 45,000 shares of its own
      common stock as a result of the conversion of 450 shares preferred stock,
      convertible at one share of preferred stock for 100 shares of common
      stock.

      In September 2004, the Company issued 100,000 shares of common stock to a
      consultant for services rendered totaling $420,000.

      In September 2004, the Company issued 29,677 shares of its common stock as
      rounding shares in relation to a prior stock transaction.

      Shares issued for consulting services and for the acquisition of mineral
      rights and entities possessing mineral rights and other assets consist of
      restricted commons shares, which were used as the basis for valuing the
      transactions at fair value.

      In May 2004, the Company granted 1,000,000 common stock warrants under a
      two-year consulting agreement to an officer of a joint venture partner
      exercisable at $5.00 per share for one year. The issuance of warrants was
      accounted for under the fair value method of FAS 123 using the
      Black-Scholes pricing model. Consulting expense was recorded totaling
      $63,767 pertaining to the period of time through June 30, 2004 that the
      agreement was in place. The fair value of these warrants was estimated to
      be $0.95 per


                                       18
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


8.    STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

      share after an estimated discount of 25% for the restricted legend imposed
      on the underlying shares. Other assumptions used to value the warrants are
      as follows:

                        Annualized risk-free rate                       4.85%
                        Expected volatility                             64%
                        Dividend yield                                  0%
                        Expected life                                   1 year

      PREFERRED STOCK - SERIES A - The Company is authorized to issue 1,000,000
      shares of preferred stock, Series A, at par value $0.001 with such terms
      as determined by the Board of Directors and the corporation prior to their
      issuance. Each Series A preferred share may be converted into one hundred
      (100) common shares upon approval by the Board of Directors of the
      Corporation.

      In July 2004, the Company issued 100,000 shares of preferred stock-Series
      A as consideration for the acquisition of a 20% interest in the mineral
      rights of 500,000 acres of Canadian property. This purchase is from a
      related party. The value of these mineral rights was determined by the
      fair value of the property received as determined by a similar sale of
      identical property upon the same date.

      In July and August 2004, the Company cancelled 450 shares of its
      previously issued Series A preferred stock to officers or entities owned
      by officers. Subsequently in 2004, common shares were issued to these same
      parties for consulting services previously rendered. Accordingly, the
      value of the common shares issued in 2004 to these parties for prior
      services were reduced by the amounts already expensed in previous years
      with the issuance of preferred shares that were cancelled in 2004.

      PREFERRED STOCK - SERIES B - The Company is authorized to issue 1,000,000
      shares of Series B Preferred stock, at par value of $0.001 with other
      terms as may be determined prior to their issuance by the Board of
      Directors. Each Series B preferred share may be converted into two (2)
      common shares upon approval by the Board of Directors.

      As described in Note 1 "History", the Company acquired the outstanding
      capital stock of E-Bait, Inc. during August 2001 in exchange for 1,572,015
      shares as a decrease to Additional Paid-In Capital at the par value of the
      common stock and recognized other expense "E-Bait acquisition cost"
      totaling $700,000 for the note payable. In January 2002, the Company
      issued 140,000 shares of preferred stock - Series B to the former
      stockholders of E-Bait, Inc. for satisfaction of the note payable totaling
      $700,000.


                                       19
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


8.    STOCKHOLDERS' EQUITY (DEFICIT) (CONTINUED)

      PREFERRED STOCK - SERIES C - The Company is authorized to issue 1,000,000
      shares of Series C preferred stock, at par value of $0.001 with other
      terms as may be determined by the Board of Directors prior to their
      issuance. As of September 30, 2004, no Series C preferred stock is issued
      and outstanding.

9.    RELATED PARTIES

      The Company has entered into various related party transactions. See Notes
      2, 4, 6, and 8 for a description of the related party and related party
      entity transactions in accounts payable, notes payable, compensation and
      equity.

      In addition, the Company has current officers, shareholders and directors
      that were also officers, shareholders and directors with Juina at the same
      time of the, or shortly before the, joint venture agreement to purchase a
      controlling interest in Juina was executed.

10.   IMPAIRMENT OF INTANGIBLE ASSET

      In September 2002, the Company agreed to issue 1,300,000 shares of the
      Company's common stock to the CEO and director of the Company for the
      acquisition of equipment and intellectual property valued at $12,000 and
      $157,000, respectively. During September 2002, the Company issued 650,000
      shares of common stock, and subsequently transferred these shares to an
      entity affiliated with the CEO ("Affiliate"). In addition, the Company
      recorded a liability of $84,500 reflected as Due to Related Parties for
      the additional 650,000 shares to be issued to the CEO and director to be
      transferred to the Affiliate. Due to the related party nature of this
      transaction, the Company recorded the property at the historical cost
      rather than the fair value of the property.

      During 2002, the Company determined the intellectual property had no
      future value and recognized an expense totaling $157,000 for the
      impairment of the intangible assets. During 2003, the Company issued
      650,000 shares of the Company's common stock in consideration of the
      $84,500 liability.


                                       20
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


11.   INCOME TAXES

      The Company did not record any current or deferred income tax provision or
      benefit for any of the periods presented due to continuing net losses and
      nominal differences between the book and tax bases of assets and
      liabilities.

      The Company has provided a full valuation allowance on the deferred tax
      asset, consisting primarily of net operating losses, because of
      uncertainty regarding their realization.

      As of September 30, 2004, the Company had a net operating loss
      carryforward of approximately $2,100,000 for federal tax purposes to
      offset future taxable income, if any. Utilization of the net operating
      loss carryforward, which begins to expire at various times starts in 2020,
      may be subject to certain limitations under Section 382 of the Internal
      Revenue Code of 1986, as amended . To the extent that net operating losses
      are approximately $2,100,000, when realized, relate to stock options and
      warrants, the resulting benefits will be credited to stockholders' equity.

      Deferred income taxes reflect the net tax effects of temporary differences
      between the carrying amounts of assets and liabilities for financial
      reporting purposes and the amounts used for income tax purposes.
      Significant components of the Company's deferred tax assets are
      approximately as follows:


                                         September 30,     December 31,
                                             2004             2003
                                          ----------       ----------
Net operating loss carryforward           $  712,922       $  588,680
Stock based compensation                   5,300,274        4,503,239
Other receivable                                  --           13,685
                                          ----------       ----------
      Total deferred tax assets            6,013,196        5,105,604
                                          ----------       ----------

      Less: Valuation allowance for
                deferred tax assets        6,013,196        5,105,604
                                          ----------       ----------

      Net deferred tax assets             $       --       $       --
                                          ==========       ==========

      A reconciliation of income tax expense (benefit) to the amount determined
      using the federal statutory rate of 34% is as follows:


                                             September 30,
                                                 2004
                                             -----------

Pre-tax loss at federal statutory rate       $(1,324,345)
Less: Accumulated depreciation                 1,324,345
                                             -----------
                                             $        --
                                             ===========


                                       21
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


11.   INCOME TAXES (CONTINUED)

      The Company's subsidiaries may be subject to various income taxes in
      foreign jurisdictions, including Canada, Brazil and Ecuador. None of the
      Company's operations in these jurisdictions have generated discernible
      amounts of taxable income or loss and the Company's management has not
      determined whether any significant net operating loss carryforwards in
      these foreign jurisdictions, if allowed, generally expire in five to seven
      years and management expects that most, if not all, such carryforwards
      have expired. Accordingly, no deferred tax assets and resulting valuation
      allowances have been computed relating to foreign taxes.

12.   COMMITMENTS AND CONTINGENCIES

      In connection with the acquisition of Nevada Magnetic Materials, Inc.
      (Note 2), the Company is under the commitment to distribute an additional
      50,000 Company shares to the current shareholders of Nevada Magnetic
      Materials, Inc. upon 30 days of production at a rate of $15,000 per day of
      production value.

      The Company is also obligated to, and has begun to provide the operating
      capital for the El Capitan joint venture (see Note 2) for 90 days.

      In connection with the option to receive a 25% interest in the mineral
      claims of United Carina Resources Corp. ("UCRC"), the Company is under a
      commitment to expend an additional $200,000 on exploration and development
      by March 31, 2005, in order to receive the mineral rights. The Company
      paid $50,000 to acquire the option which has been recorded in other assets
      pending resolution of the commitment.

      The Company is obligated under a non-cancelable facility operating lease
      through April 30, 2009. For the nine months ended September 30, 2004 and
      the year ended December 31, 2003, rent expense was $53,069 and $14,134,
      respectively. Future minimum lease payments required under such operating
      leases for the three months ended December 31, 2004 and the years ended
      December 31, 2005, 2006, 2007 and 2008 are as follows:

                                2004                  $ 15,029
                                2005                    62,118
                                2006                    62,118
                                2007                    62,118
                                2008                    62,118
                                Thereafter              20,706
                                                      --------
                                Total                 $284,207
                                                      ========


                                       22
<PAGE>

                  U.S. CANADIAN MINERALS, INC. AND SUBSIDIARIES
             FORMERLY KNOWN AS BARRINGTON FOODS INTERNATIONAL, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                   CONSOLIDATED NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2004


12.   COMMITMENTS AND CONTINGENCIES

      The Company may realize contingent gains in future periods due to the
      potential reduction of past-due liabilities through renegotiation of
      certain payables inherited from predecessor operations.

13.   SUBSEQUENT EVENTS

      The Company has entered into several agreements and material transactions
      subsequent to September 30, 2004, through the date of the independent
      auditor's report.

      Juina Mining Corporation also entered into an option agreement with CMKM
      Diamonds, Inc. to sell an additional 127,336,036 of its shares of common
      stock. The option was executed October 15, 2004.

      In October 2004, the Company entered into two notes payable to a related
      party in the amount of $199,692, and $749,607 bearing interest rates of 1%
      per annum beginning October 1, 2004. This note primarily funds development
      of mining operations in other countries.


                                       23
<PAGE>


ITEM 2 MANAGEMENT'S PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

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

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

<PAGE>


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

STOCK SPLIT AND SYMBOL CHANGE

On October 27, 2004, the Company effected a three for one stock split and
changed its trading symbol to USCA. The previous trading symbol had been UCAD.
All share and per share numbers contained herein have been adjusted to reflect
the stock split, except for such numbers contained in the financial statements
and notes thereto.

GENERAL DESCRIPTION OF BUSINESS

U.S. Canadian Minerals is headquartered in Las Vegas, Nevada. On its own and
through Joint Ventures, the Company is looking to expand and develop mining
properties throughout North and South America. The Company has the following
projects, which are in varying stages of development.

Fort a La Corne

On January 20, 2004, the Company acquired from Nevada Minerals, Inc. a 20%
interest in the mineral rights to 500,000 acres in Saskatchewan Canada near Fort
a La Corne (the "Fort a La Corne Property"). The Company issued 15,000,000
shares of its common stock to Nevada Minerals as consideration for such rights.
On July 18, 2004, Nevada Minerals conveyed an additional 20% interest in the
mineral rights to the Fort a La Corne Property to the Company for 100,000
Preferred A shares, giving the Company an aggregate 40% of the mineral rights to
the Fort a La Corne property. The mineral rights include the right to explore
and exploit all minerals discovered in the fort a La Corne property. The Company
hopes, based upon certain magnetic imaging technology, that the Fort a La Corne
Property contains kimberlites with diamonds. Kimberlites are raw materials in
which diamonds are sometimes found. The Company has conducted preliminary
drilling and obtained core samples that are presently being examined in a
geological laboratory. So far none of these samples has kimberlites in
commercially viable quantities and there can be no assurance that any kimberlite
with commercially viable quantities of diamonds will ever be found on the Fort a
La Corne Property.

<PAGE>


Lincoln County

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

Smeaton

On March 22, 2004, in consideration of a payment of $50,000, the Company
acquired from United Carina Resources Corp. and Consolidated Pine Channel Gold
Corp., both of which are incorporated under the laws of Canada and have offices
at 105-111 Research drive, Saskatoon, Saskatchewan, Canada, an option to acquire
an undivided 25% interest (the "Smeaton Claims") in the mineral rights to 22,447
acres located near the Fort a La Corne Property (the "Smeaton Property") subject
to a 1% net overriding Smelter Royalty. In order to exercise this option, the
Company must spend $200,000 CDN on a development and exploration project on the
Smeaton Property. The option expires on March 31, 2005. To date, the Company has
spent nothing on any such development and exploration and has not formed an
opinion as to whether any such expenditure would be in the best interest of the
Company.

Juina Mining Corporation

On March 23, 2004, the Company acquired approximately 85% of the outstanding
capital stock of Juina Mining Corporation, a Nevada corporation ("Juina"). The
Company acquired the stock from James D. McFadden, Mark Hutchison and Richard
Taulli in exchange for 833,334 shares, 179,091 shares and 150,000 shares
respectively, of the Company's common stock and for a $200,000 private
placement. At the time of this acquisition, there was an understanding between
the Company and Mr. Hutchison that he would become a Director of the Company.
The Company has the rights, exercisable in whole or in part at the option of the
Company, for one year from the date of exchange in the case of Messrs. McFadden
and Hutchison and 120 days from the date of exchange in the case of Messr.
Taulli to repurchase the shares of its common stock issued to each of Messrs.
McFadden, Hutchison and Taulli, at a price of $1.33 per share.

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

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

<PAGE>


At present, there are no operations being conducted by JMML because, among other
considerations, the required permits have not been issued by the relevant
governmental agencies. There is no assurance that any such permits ever will be
issued. Moreover, JMML is controlled by Diagem, which has publicly disclosed
that it considers the company to be inactive.

Yellow River Mining

The Company owns 80% of Yellow River Mining S.A., which owns the Yellow River
processing plant in the Provincia Del Oro (Province of Gold) in southwest
Ecuador. This area has been actively mined since the 1600s. The Yellow River
processing plant extracts gold from ore taken from mines in the area. The
capacity of the processing plant is presently being expanded to 40 tons per day
of ore. Yellow River S.A. receives 50% of the gold it extracts at its plant. To
date, the Yellow river processing plant has produced only negligible revenues.
The other 20% of Yellow River Mining S.A. is owned by an individual who is an
Ecuadorian resident, from whom the Company acquired its 80% interest.

CMKM Diamonds, Inc., owns a producing mine shaft near the Yellow River
processing plant. The Company has an agreement with CMKM diamonds pursuant to
which CMKM diamonds must use the Yellow river processing plant to extract the
gold from the ore from that mine except to the extent the production of such ore
exceeds the processing plant's capacity. CMKM diamonds pays Nevada Minerals a
fee equal to 20% of the revenues from that mine.

Nevada Magnetic Materials

The Company has acquired Nevada Magnetic Materials, Inc., a Nevada corporation
established in 1990, which is focused on the production of Nickel Sulfide Anode
Bars. These bars contain approximately 76.3% nickel, 1.4% silver, 1.7% gold and
20.6% residual materials according to a recent assay report. To date the Company
has produced 28 Anode Bars weighing ten pounds, which the Company believes have
a value of in excess of $1,500 each. No bars have been sold to date. The Company
is currently evaluating processes for separating the individual precious metals
for the most efficient and economical sales.

COD Mine

The Company is a Joint Venture partner with El Capitan Precious Metals, Inc.
(ECPN). The Company acquired from El Capitan, an 80% ownership of the mining
claims designated as the COD Mining Claim 18 miles north of Kingman, Arizona in
exchange for 2,160,000 newly issued shares of the Company. Under the agreement,
El Capitan must manage the operations at the mine and contribute the equipment
needed for such operations. The Company shall contribute the operating capital
for such operations for 90 days. The Company has satisfied its obligation to
contribute such capital, and its total contribution was $60,000. The revenue
from the operations shall be split 50-50 between the Company and El Capitan.

On October 12, 2004, operations at COD were commenced.

<PAGE>


CMKM Diamonds, Inc.

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

On September 9, 2004, the Company exercised an additional portion of the option
agreement with CMKM in the amount of 1.66% for $2,500,000.

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

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

<PAGE>


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 $ 3,895,131
for the nine months ended September 30, 2004, compared with a net loss of $
2,108,333 for the nine months ended September 30, 2003. The Company is in the
third year of product development, with an accumulated net loss during the
development stage of approximately $ 18,911,615. .

The quarter's activities were financed primarily through sale of restricted
common stock.

LIQUIDITY AND CAPITAL RESOURCES

Since its inception the Company has had limited operating capital, and has
relied heavily on debt and equity financing. During June, July, August and
September of 2004, Mr. Urban Casavant, who is a Director and the Chief Executive
Officer of CMKM Diamonds, Inc., and four other persons related to him by blood
or marriage, purchased 9,000,000 shares of the Company's common stock at a price
of $1.67 per share in a private placement exempt from the registration
requirements of the Securities Act of 1933 (the "Securities Act"). The proceeds
were used to exercise the Company's option to acquire mineral rights from CMKM
Diamonds, Inc., as described above, and for general corporate purposes.

On August 20, 2004, the Company signed an agreement with Langley Investment
Trust, PLC a London investment trust to exchange 5,142,000 restricted shares of
the Company for 4,958,896 shares of Langley which are freely tradable on the
London Stock Exchange. Langley entered into a "lock up" agreement with the
Company pursuant to which it agreed not to trade the Company's shares it will
receive as a result of this transaction for a period of two years from the
closing date. The issuance of the Company's common stock to Langley was exempt
from the registration provisions of the Securities Act pursuant to Regulations
S. Fifty percent of Langley's shares issued to the Company will be held in
escrow for two years following their issuance and in the event the per share
market price the Company's common stock at such time is less than the per share
value of the Company's stock at the time of the closing, Langley shall be
entitled to the return out of escrow a percentage of Langley's shares equal to
the market value of such decline. The remaining shares held in escrow shall be
released to the Company at the time of any such release back to Langley.

In October 2004, the Company entered into two notes payable to a related party
in the amount of $199,692 and $749,607 bearing interest rates of 1% per annum
beginning October 1, 2004, these notes are payable to IB2000.com, Inc. whose
sole shareholder is John E. Dhonau who is the majority shareholder of the
Company. The note for $749, 607 was a consolidation of several earlier notes
including the $199,692. This note primarily funds development of mining
operations in other countries.

<PAGE>


The opinion of the Company's independent auditor for the financial statements as
of and for the period ended on September 30, 2004 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.

CRITICAL ACCOUNTING POLICIES

In Financial Reporting release No. 60, "CAUTIONARY ADVICE REGARDING DISCLOSURE
ABOUT CRITICAL ACCOUNTING POLICIES" ("FRR 60"), the Securities and Exchange
Commission suggested that companies provide additional disclosure and commentary
on their most critical accounting policies. In FRR 60, the SEC defined the most
critical accounting policies as the ones that are most important to the
portrayal of a company's financial condition and operating results, and require
management to make its most difficult and subjective judgments, often as a
result of the need to make estimates of matters that are inherently uncertain.
Based on this definition, our most critical accounting policies include:
non-cash compensation valuation that affects the total expenses reported in the
current period and the valuation of shares and underlying mineral rights
acquired with shares. The methods, estimates and judgments we use in applying
these most critical accounting policies have a significant impact on the results
we report in our financial statements.

ITEM 3. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14. This evaluation was done under the supervision and with the
participation of the Company's President and Chief Financial Officer. Based upon
that evaluation, they concluded that on September 30, 2004, the Company's
disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy the Company's disclosure obligations
under the Exchange Act.

<PAGE>


PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS



ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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

 EXHIBIT
   NO.          DOCUMENT DESCRIPTION
  ---          --------------------
  (1)          Certification of Chief Executive Officer

(b)   REPORTS ON FORM 8-K

<PAGE>

                                   SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized. Date: November 15, 2004



                             U.S. Canadian Minerals, Inc.
                             -----------------------------------
                                        Registrant


By: /s/Rendal Williams
      ------------------------
      Rendal Williams
      Chairman of the Board
      Chief Executive Officer
      Secretary