<PAGE>

                     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 March 31, 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 South Durango Drive, Ste. 216                                 89113
Las Vegas, NV
(Address of principal executive offices)                        (Zip Code)


Registrant's Phone: (702) 990-3672

                      BARRINGTON FOODS INTERNATIONAL, INC.
         3960 Howard Hughes Parkway, 5th Floor, Las Vegas, Nevada 89109
                 (Former name, former address and former fiscal
                       year, if changed since last report)

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 May 18, 2004, the issuer had 7,770,745 shares of common stock issued and
outstanding.

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

<PAGE>

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements...............................................3
         Condensed Balance Sheet (un-audited)...............................3
         Condensed Statements of Operations (un-audited)....................4
         Condensed Statement of Stock Holders' Deficit (un-audited).........5
         Condensed Statements of Cash Flows (un-audited.....................6
         Notes to Consolidated Financial Statements.........................7

Item 2.  Management's Discussion and Analysis or Plan of Operation.........11

Item 3.  Controls and Procedures...........................................19

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.................................................19

Item 2.  Changes in Securities.............................................19

Item 3.  Defaults upon Senior Securities...................................20

Item 4.  Submission of Matters to a Vote of Security Holders...............20
00
Item 5.  Other Information.................................................20

Item 6.  Exhibits and Reports on Form 8-K..................................20

Signatures.................................................................20

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350...........................21

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 302 ...........................22


                                      -2-
<PAGE>
<TABLE>


                                    PART I FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS.


                                    U.S. CANADIAN MINERALS, INC.
                                    (A DEVELOPMENT STAGE COMPANY)
                                           BALANCE SHEET
                                           MARCH 31, 2003
                                            (UNAUDITED)



                                               ASSETS
<S>                                                                              <C>
Current assets
    Cash                                                                         $        408
                                                                                 -------------
      Total current assets                                                                408

Fixed assets, net                                                                       4,716
Investment in joint venture                                                         6,900,000
                                                                                 -------------

Total assets                                                                     $  6,905,124
                                                                                 =============

                                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
    Accounts payable and accrued liabilities                                     $    261,694
    Due to related parties                                                             25,315
    Other liabilities                                                                  34,000
    Notes payable - related parties, including accrued interest of $116,752           414,059
                                                                                 -------------
      Total current liabilities                                                       735,068
                                                                                 -------------

Total liabilities                                                                     735,068

Commitments and contingencies                                                              --

Stockholders' equity
    Preferred stock - Series A; $0.001 par value; 1,000,000 shares
      authorized; 7,900 shares issued and outstanding                                      18
    Preferred stock - Series B; $0.001 par value; 1,000,000 shares
      authorized; 140,000 shares issued and outstanding                                   140
    Common stock; $0.001 par value; 100,000,000 shares
      authorized; 7,610,078 shares issued and outstanding                               7,610
    Additional paid-in capital                                                     24,507,750
    Accumulated deficit                                                           (18,345,462)
                                                                                 -------------
      Total stockholders' equity                                                    6,170,056
                                                                                 -------------

Total liabilities and stockholders' equity                                       $  6,905,124
                                                                                 =============
</TABLE>

                           See Accompanying Notes to Financial Statements

                                                -3-
<PAGE>
<TABLE>

                                              U.S. CANADIAN MINERALS, INC.
                                                STATEMENTS OF OPERATIONS
                                      FOR THE THREE MONTH MARCH 31, 2004 AND 2003
                                                      (UNAUDITED)


                                                  For the three          For the three         December 8, 2000
                                                   months ended           months ended       (Inception) through
                                                  March 31, 2004         March 31, 2003         March 31, 2004
                                                   -------------          -------------          -------------
<S>                                                <C>                    <C>                    <C>
Revenues                                           $         --           $      8,081           $    171,551

Cost of revenues                                             --                  7,788                130,168
                                                   -------------          -------------          -------------

    Gross profit                                             --                    293                 41,383

Operating expenses
    Depreciation                                          1,572                  1,086                  8,307
    Consulting and professional fees                  3,311,656                511,333             16,308,497
    Selling general and administrative                    1,775                245,537                825,558
                                                   -------------          -------------          -------------
      Total operating expenses                        3,315,003                757,956             17,142,362
                                                   -------------          -------------          -------------

    Loss from operations                             (3,315,003)              (757,663)           (17,100,979)

Other income (expenses)
    E_bait acqusition cost                                   --                     --               (700,000)
    Interest expense                                    (13,975)               (49,649)              (350,113)
    Impairment of intangible asset                           --                     --               (157,000)
                                                   -------------          -------------          -------------
                                                        (13,975)               (49,649)            (1,207,113)
                                                   -------------          -------------          -------------
    Loss befor provision for income taxes
                                                     (3,328,978)              (807,312)           (15,036,866)
Provision for income taxes                                   --                     --                     --
                                                   -------------          -------------          -------------

Net loss                                           $ (3,328,978)          $   (807,312)          $(15,036,866)
                                                   =============          =============          =============

Basic loss per common share                        $      (0.61)          $      (4.39)
                                                   =============          =============
Diluted loss per common share                      $      (0.61)          $      (4.39)
                                                   =============          =============

Basic weighted average common
    shares outstanding                                5,460,461                183,907
                                                   =============          =============

                                     See Accompanying Notes to Financial Statements
</TABLE>

                                                          -4-
<PAGE>
<TABLE>


                                                   U.S. CANADIAN MINERALS, INC.
                                                STATEMENT OF STOCKHOLDERS' EQUITY
                                               FOR THE MONTHS ENDED MARCH 31, 2004
                                                           (UNAUDITED)



                                                                                                         Accumulated
                               Preferred A Series  Preferred B Series     Common Stock       Additional Deficit During     Total
                              -------------------  ------------------- --------------------    Paid-In   Development   Stockholders'
                                Shares    Amount     Shares    Amount    Shares    Amount      Capital      Stage          Equity
                              --------- ---------  --------- --------- ---------- ---------  ----------- -------------  ------------
<S>                             <C>     <C>          <C>     <C>          <C>     <C>        <C>         <C>            <C>
Balance at December 31, 2003    112,500 $     113    140,000 $     140    445,149 $     445  $13,809,140 $(15,016,484)  $(1,206,646)

 Issuance of preferred stock
   in satisfaction of
   Company liabilities           10,000        10         --        --         --        --      156,406           --       156,416

 Issuance of common stock
   in satisfaction of
   Company liabilities               --        --         --        --     13,209        13      323,599           --       323,612

 Issuance of common
   stock for services,
   weighted average price
   of $4.81                          --        --         --        --    691,720       692    3,324,960           --     3,325,652

 Conversion of preferred
   A series stock into
   common stock                (104,600)     (105)        --        --  1,460,000     1,460       (1,355)          --            --

Issuance of common stock
  related to joint
  venture agreement with
  Nevada Minerals, Inc.              --        --         --        --  5,000,000     5,000    6,895,000           --     6,900,000

 Net loss                            --        --         --        --         --        --           --   (3,328,978)   (3,328,978)
                              --------- ---------  --------- --------- ---------- ---------  ----------- -------------  ------------

 Balance at March 31, 2004       17,900 $      18    140,000 $     140  7,610,078 $   7,610  $24,507,750 $(18,345,462)  $ 6,170,056
                              ========= =========  ========= ========= ========== =========  =========== =============  ============

                                          See Accompanying Notes to Financial Statements
</TABLE>

                                                                    -5-
<PAGE>
<TABLE>

                                         U.S. CANDIAN MINERALS, INC.
                                           STATEMENTS OF CASH FLOWS
                              FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                                 (UNAUDITED)



                                                                   For the three months ended      December 8, 2000
                                                                --------------------------------  (Inception) through
                                                                March 31, 2004    March 31, 2003    March 31, 2004
                                                                --------------    --------------    --------------
<S>                                                              <C>               <C>               <C>
Cash flows from operating activities:
     Net loss                                                    $(3,328,978)      $  (807,312)      $        --
     Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Stock based expenses                                       3,325,652           556,160           556,160
        Depreciation and amortization                                  1,572             1,086             1,086
        Impairment on intangible assets                                                     --                --
        Bad debt expense on other receivable                                                --                --
     Changes in operating assets and liabilities:
        Change in accounts receivable                                     --             9,963             9,963
        Change in inventory                                               --             1,179             1,179
        Change in prepaid expenses and other current assets               --           (12,270)          (12,270)
        Change in other assets                                            --                --                --
        Change in bank overdraft                                          --                --                --
        Change in accounts payable and accrued liabilities             2,020           151,206           151,206
        Change in due to related parties                                  --            52,801            52,801
        Change in other liabilities                                       --                --                --
                                                                 ------------      ------------      ------------
            Net cash provided by operating activities                    266           (47,187)          760,125
                                                                 ------------      ------------      ------------

Cash flow from investing activities:
     Purchase of fixed assets                                             --                --                --
                                                                 ------------      ------------      ------------
                                                                          --                --                --
                                                                 ------------      ------------      ------------

Cash flow from financing activities:
     Proceeds from notes payable-related parties                          --            44,200            44,200
     Principal payments on notes payable-related parties                  --           (13,200)          (13,200)
     Proceeds from sale of common stock                                   --            12,150            12,150
     Change in other receivables                                          --             2,750             2,750
                                                                 ------------      ------------      ------------
                                                                          --            45,900            45,900
                                                                 ------------      ------------      ------------

Net change in cash                                                       266            (1,287)          806,025

Cash, beginning of period                                                142             2,503             2,503
                                                                 ------------      ------------      ------------

Cash, end of period                                              $       408       $     1,216       $   808,528
                                                                 ============      ============      ============
</TABLE>


                                See Accompanying Notes to Financial Statements

                                                     -6-
<PAGE>

                          U.S. CANADIAN MINERALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



1.      BASIS OF PRESENTATION
        ---------------------

        The accompanying unaudited financial statements have been prepared in
        accordance with Securities and Exchange Commission requirements for
        interim financial statements. Therefore, they do not include all of the
        information and footnotes required by accounting principles generally
        accepted in the United States for complete financial statements. The
        financial statements should be read in conjunction with the Form 10-KSB
        for the year ended December 31, 2003 of U.S. Canadian Minerals, Inc.
        (the "Company").

        The interim financial statements present the balance sheet, statements
        of operations, stockholders' equity and cash flows of U.S. Canadian
        Minerals, Inc. The financial statements have been prepared in accordance
        with accounting principles generally accepted in the United States.

        The interim financial information is unaudited. In the opinion of
        management, all adjustments necessary to present fairly the financial
        position as of March 31, 2004 and the results of operations,
        stockholders' equity and cash flows presented herein have been included
        in the financial statements. Interim results are not necessarily
        indicative of results of operations for the full year.

        The preparation of financial statements in conformity with accounting
        principles generally accepted in the United States requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities and disclosure of contingent assets and
        liabilities at the date of the financial statements and the reported
        amounts of revenues and expenses during the reporting period. Actual
        results could differ from those estimates.

        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 has incurred cumulative net losses of approximately
        $18,345,000 since its inception and requires capital for its
        contemplated operational activities to take place. The company's ability
        to raise additional capital through the future issuances of the common
        stock is unknown. The obtainment of additional financing, the successful
        development of the Company's contemplated plan of operations, and its
        transition, ultimately, to the attainment of profitable operations are
        necessary for the Company to continue operations. The ability to
        successfully resolve these factors raise substantial doubt about the
        Company's ability to continue as a going concern. The consolidated
        financial statements of the Company do not include any adjustments that
        may result from the outcome of these aforementioned uncertainties.


                                      -7-
<PAGE>

                          U.S. CANADIAN MINERALS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)


2.      SIGNIFICANT ACCOUNTING POILICIES
        --------------------------------

        USE OF ESTIMATES - The preparation of consolidated financial statements
        in conformity with accounting principles generally accepted in the
        United States requires management to make estimates and assumptions that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the consolidated
        financial statements and the reported amounts of revenue and expenses
        during the reporting period. Actual results could differ from those
        estimates.

        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.

        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.

        The Company issued no stock, neither granted warrants or options, to
        employees for compensation for the three months ended March 31, 2004 and
        2003.

3.      INVESTMENT IN JOINT VENTURE
        ---------------------------

        On January 20, 2004, the Company entered into joint venture agreement
        with Nevada Minerals, Inc. to develop up to 500,000 acres of potential
        Kimberlite Mineral property located in Canada. The Company was required
        to contribute 5,000,000 shares of its common stock as its capital
        contribution to the joint venture. As a result of this capital
        contribution, the Company shall be entitled to receive 20% of the
        revenue generated from the property. The value of this transaction
        approximates $6,900,000 based upon the fair value the said shares on the
        consummation of such agreement.

4.      DUE TO RELATED PARTIES
        ----------------------

        As of March 31, 2004, due to related parties totaling $25,315 are
        comprised of amounts due to various officers, directors and shareholders
        to which are unsecured, non-interest bearing, and due on demand.

                                      -8-
<PAGE>

                                    U.S. CANADIAN MINERALS, INC.
                                    NOTES TO FINANCIAL STATEMENTS
                                             (UNAUDITED)

<TABLE>

5.      NOTES PAYABLE-RELATED PARTIES
        -----------------------------
<S>                                                                                   <C>
        Notes payable-related parties consist of the following as of March 31,
        2004:

        Note payable to stockholder, unsecured, bearing interest at 10% per
        annum plus $10,000 to be paid in common stock, the Company is in default
        on this note as a result of past due maturities and delinquent
        interest payments)                                                            $      130,030

        Note payable to stockholder, unsecured, bearing interest
        at 10% per annum, past due and delinquent                                            115,303

        Note payable to stockholder, unsecured, bearing interest
        at 18% per annum, past due and delinquent                                             25,000

        Note payable to stockholder, unsecured, bearing interest at 10% per
        annum, the Company is in default on this note as a result of past due
        maturities and delinquent interest
        payments                                                                              10,000

        Note payable to stockholder, unsecured, bearing interest at 5%
        compounded monthly, the Company is currently in default on this note as
        a result of past due maturities and
        delinquent interest payments                                                           7,481

        Note payable to director and officer, unsecured, bearing
        interest at 10% per annum, past due and delinquent                                     5,255

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

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

        Note payable to former officer, unsecured, bearing interest
        at 10% per annum, past due and delinquent                                                500
                                                                                      --------------
                                                                                             297,307
        Accrued interest payable                                                             116,752
                                                                                      --------------

                                                                                      $      414,059
                                                                                      ==============
</TABLE>


                                                -9-
<PAGE>

                                    U.S. CANADIAN MINERALS, INC.
                                    NOTES TO FINANCIAL STATEMENTS
                                             (UNAUDITED)

6.      STOCKHOLDERS' EQUITY
        --------------------

        COMMON STOCK - In January 2004, the Company approved a 125-to-1 reverse
        stock split of its common stock. Accordingly, the accompanying financial
        statements have been retroactively adjusted from inception.

        In January 2004, the Company issued 13,209 shares of its common stock to
        an officer and a shareholder in satisfaction of an outstanding
        liabilities from 2003 totaling $323,612.

        In January 2004, the Company issued 250,964 shares of its common stock
        to an officer and a shareholder for services totaling $336,821.

        In January 2004, the Company issued 22,970 shares of its common stock to
        various parties for services totaling $57,410.

        In January 2004, the Company issued 5,000,000 shares of its common stock
        related to a joint venture agreement as discussed in Note 3, totaling
        $6,900,000.

        In January 2004, the Company issued 460,000 shares of its common stock
        as a result of the conversion of 4,600 shares preferred stock.

        In February 2004, the Company issued 1,000,000 shares of its common
        stock as a result of the conversion of 10,000 shares preferred stock.

        In February 2004, the Company issued 9,312 shares of its common stock to
        various parties for services totaling $30,256.

        In March 2004, the Company issued 408,474 shares of its common stock
        various parties for services totaling $2,901,166.

        PREFERRED STOCK - SERIES A - In January 2004, the Company issued 10,000
        shares of Class A Preferred Stock in satisfaction of a Company liability
        totaling $156,416.


                                      -10-
<PAGE>


Item 2. 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 in
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,  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.

This  Form  10-QSB  contains statements that  constitute  "forward-looking
statements." 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  Registration
and include statements regarding the intent,  belief or current expectations
of the Company, 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.  Factors  that
could  adversely  affect  actual results  and performance  include,  among
others,  the Company's limited  operating history, potential  fluctuations in
quarterly operating results and expenses, government regulation, technological
change and competition.

                                      -11-
<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.

PLAN OF OPERATION
-----------------

On January 2, 2004, the Company changed its name from Barrington Foods
International, Inc. to U.S. Canadian Minerals, Inc. This marked a material,
significant and fundamental change in the Company's business, and future plans.
The Company abandoned the business plan it tried to implement since 2001, that
focused on marketing and selling a variety of soy based food products and other
consumer goods to developing nations. In its place, the Company decided to
pursue the mining development business, focusing on (1) acquiring rights to land
where precious and semi precious minerals and rocks were believed to exist;
acquiring the necessary equipment and know how to operate the mines; and,
selling the ore for profit; and, (2) expanding its mining business into other
mining related ventures that included acquiring and operating existing smelting
and milling operations.

Each of the ventures discussed below must be read in conjunction with the
following section regarding risk factors associated with mining for precious
minerals and gemstones.

COMMON RISKS ASSOCIATED WITH MINING FOR PRECIOUS MINERALS AND GEM STONES
------------------------------------------------------------------------

Generally speaking, there are a number of basic geological tests that must be
successfully completed by a developer in order to justify full-scale mining
operations for precious minerals and gemstones at any site. Typically, aerial
magnetic surveys are first conducted over a particular tract of land. These
surveys provide imaging based upon the magnetic qualities of gold and diamonds
that can be detected through the magnetic technology in any given cubic meter of
raw land. Assuming that the magnetic aerial examination reveals the presence of
gold, diamonds, or other precious minerals, the next step is to perform auger
drilling at the site. This involves drilling small core samples, approximately
1-2 inches in diameter, and analyzing them for the existence of trace minerals
at various depths. Once the core samples are examined and evaluated, and
assuming that the core samples reveal amounts of precious metals, minerals
and/or diamonds, then bulk sampling occurs in those areas shown by auger
drilling to have the most potential. The land is divided into "grids." Bulk
sampling involves using backhoes and excavating up to 100 meters of raw dirt
from promising grids for mill processing. Processing at the mill will result in
a statistical analysis of approximately how many karats of diamonds, gold, or
other precious minerals and gemstones may exist in each grid.

                                      -12-
<PAGE>

Once these steps are complete, then the developer of the area retains an
independent expert geologist to review the developer's work and research.
Typically, the independent geologist will perform some of the same tests
described above. If the expert's results are consistent with that of the
developer, then the expert verifies the tract (also referred to as being "proved
up") and the resources on the land, then the developer proceeds to more large
scale on site mining operations.

Undertaking the preliminary testing on any given tract of land is costly. The
preliminary testing described above requires retaining persons who possess
experience and sophisticated technology, such as with the aerial magnetic
surveys. Additionally, there are substantial costs involved with hiring
experienced persons to perform and analyze the auger drilling and bulk sampling.
Further, hiring an independent expert to verify or prove up the resources can be
both time consuming and costly. Aside from costs related to the professional
expertise of persons necessary to perform these services, it should be noted
that these services may have to be provided outside of the United States. As
discussed below, there are at least two development interests the Company is
pursuing in Canada and Brazil. There is no guarantee that the Company will be
able to finance such testing on tracts where there has been no testing to date,
such as the fort a la Corne, Prince Albert, Province of Saskatchewan, Canada
property discussed below. Further, there is a substantial risk that even where
the Company might be able to arrange for adequate financing to carry on
preliminary testing, that there may not be evidence of sufficient amounts of
precious metals, gemstones and/or minerals that would make it reasonable to
proceed with full scale mining operations, resulting in the foreseeable
possibility that the Company could incur large losses on unsuccessful
developments and related projects.

Presently, the Company does not have sufficient funds to implement the business
plan it adopted and as described herein. The Company expects that it will need
to acquire debt and equity financing in order to sustain operations over the
next twelve month period. There is no guarantee that the Company will acquire
such financing, and so readers are warned to take this into account when
evaluating this issuer.

The Company's accountant has included the following statement in its notes to
this filing:

"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 has incurred
cumulative net losses of approximately $18,345,000 since its inception and
requires capital for its contemplated operational activities to take place. The
company's ability to raise additional capital through the future issuances of
the common stock is unknown. The obtainment of additional financing, the
successful development of the Company's contemplated plan of operations, and its
transition, ultimately, to the attainment of profitable operations are necessary
for the Company to continue operations. The ability to successfully resolve
these factors raise substantial doubt about the Company's ability to continue as
a going concern. The consolidated financial statements of the Company do not
include any adjustments that may result from the outcome of these aforementioned
uncertainties."


THE JOINT VENTURE WITH NEVADA MINERALS, INC./SASKATCHEWAN PROPERTY
------------------------------------------------------------------

On January 20, 2004, the Company entered into a formal joint venture agreement
with Nevada Minerals, Inc. to develop up to 500,000 acres of potential
Kimberlite Mineral property located on the east and northwest sides of fort a la
Corne, Prince Albert, Province of Saskatchewan, Canada. Kimberlite and
Kimberlite pipes are the raw materials from which diamonds may be extracted. The
joint venture operates under the name "NevCan." The joint venture has a term
that expires on January 20, 2005. By the terms of the joint venture contract,
the Company has the rights to twenty percent of the revenues from mining
operations at the site. As consideration for entering into the joint venture,
the Company paid to Nevada Minerals, Inc. five million shares of restricted
common stock. For its part, Nevada Minerals, Inc. tendered its rights to develop
the 500,000 acres at the fort a la Corne, Prince Albert site. No on site mining
development of this property presently exists and no preliminary testing has
occurred. All prospective mining operations on this land are contingent on a
number of preliminary tests being successfully completed, as discussed above.

                                      -13-
<PAGE>

On February 26, 2004, the Company entered into a joint venture agreement with
CMKM Diamonds, Inc., a Nevada corporation, to conduct a airborne survey of the
fort a la Corne Kimberlite fields, including the 500,000 acres held by NevCan.
The aerial survey will use a tri-axial magnet gradient to discover Kimberlite
and Kimberlite pipes. The Company is one of many other joint venture partners in
the aerial survey, all of whom own or have rights to develop land in the fort a
la Corne area. The aerial survey has not been completed and is a condition
precedent to the Company and NevCan proceeding with further on site development
that includes exploratory core sample drilling. Even if Kimberlite and/or
Kimberlite pipes are located by virtue of the aerial survey, there is no
guarantee that any Kimberlite pipes actually contain diamonds without further
investment by the Company into developmental testing and verification. Further,
there is no guarantee that the Company will be able to raise the necessary
funding to co mplete the venture. Aside from these risk factors, other risk
factors exist for the Company when it does business in another foreign and
sovereign nation. The Company's operations in Canada (and elsewhere, see the
discussion that follows) will be subject to the laws and regulations of the
foreign sovereigns where the Company is operating. To the extent that the
Company has legal disputes with foreign nationals, the procedures for resolving
those disputes will be handled procedurally by the application of international
treaties like the "Andean Pact" and the "Paris Convention" of 1883.

JUINA MINING CORPORATION ACQUISITION.
-------------------------------------

On February 23, 2004, the Company entered into a letter-of-intent with the
owners of Juina Mining Corporation [a Nevada Corporation] to acquire majority
voting interest in Juina's capital stock in exchange for $200,000.00. Subsequent
to entering into the letter of intent, the parties entered into a formal
definitive agreement in which the Company agreed to purchase 10,000,000 shares
of preferred stock in the Juina Mining Corporation, with a voting conversion
rate of 8 to 1, in exchange for the Company paying $100,000 in cash and
executing a note for the payment of an additional $100,000. The parties later
agreed to a single payment by the Company of $116,000.00 and the payment of the
balance of $86,000.00 due on a promissory note that matures on May 24, 2004.

The Company believes that acquiring Juina Mining will provide it with revenues
based upon Juina's existing joint venture with DIAGEM International Resource
Corporation, a Canadian corporation, in the Juina Mining Mineracao, Ltd., a firm
that owns 86% of the mining and mineral rights to approximately 1000 hectares
(2,477 acres approximately) of potential diamond bearing land in the province of
Juina Mato Grosso, Brazil. The property is located 342 miles north of the city
of Cuiaba by air or 450 miles by road near the major urban center of Mato
Grosso. The area is serviced by air and land transportation.

Full-scale bulk sampling has not been carried out on the property, and so the
venture has not progressed to the point where an independent expert geologist
can conduct an investigation and evaluation to prove up the land as a resource
area. This venture is on a small scale and in its early stages. However,
mini-bulk sampling has occurred, and based on that the Company believes that the
property does have potential to produce diamonds.

                                      -14-
<PAGE>

The mini-bulk sampling and auger drilling was conducted by DIAGEM, and its
report indicated that the property had diamond potential, and that to a limited
degree the property was diamond bearing. On March 3, 2004, the Company named Dr.
Hutchinson to lead its Mining Advisory Board. Dr. Hutchinson holds a Bachelor of
Sciences degree with honors from the University of Edinburgh, and for the past
ten years has been studying diamonds in the Juina area-studies that formed the
basis for his Ph.D. thesis in 1997. Additionally, the Company learned that the
property had a long history of diamond mining, and based upon due diligence
carried out by Dr. Mousseau Tremblay, formerly of DeBeers Canada, the property
was determined to contain promising prospects. In December, 2000, Dr. Tremblay,
after visiting the site, reported extraction of significant numbers of stones
with encouraging grades and diamond sizes from mini bulk sampling.

Mini bulk sampling of the property does not necessarily reflect the alluvials of
the property as a whole, and this venture is still in its start up phases.
Considerable risks are attendant to this operation. Full-scale bulk sampling
must be completed, then the land must be proven to be a resource area by an
independent expert geologist. The risks and costs of such a project have been
discussed above and are equally as applicable here. The expected on site
operation in Juina will be comprised of a welding fabrication house, primary
welding screen, a 4 tier vibrating screen seperator, talings conveyors, and a
magnetic screen separator house. Employees will have to be retained to operate
the site. No employees have yet been hired, and the Company's present inability
to raise sufficient capital to complete the full scale bulk sampling and retain
an independent geological expert to prove up the area as a resource is a
significant risk to it being implemented and successful. The Company expects
that it will have t o utilize equity and debt financing to obtain sufficient
funding in order to implement this strategy. However, there are no guarantees
that the Company will be able to obtain such funding, and this is also a
substantial risk factor.

It is also critical to note that the Juina Mining/DIAGEM joint venture imposed a
"hibernation period" on development of the property in October, 2001. This
"hibernation period" effectively curtailed exploration and development of mining
operations. However, given the recent flow of new finds and given the current
economic development, the Company believes that the area is now ready to emerge
from "hibernation" and that key personnel are now ready to commence production.
A permit to begin exploration and production has been timely filed and awaits
local governmental approval, which is expected in due course. However, there is
no such guarantee that this permit will be approved or issued. This is a
critical risk to the operation. However, the Company believes that based upon
its due diligence and the information it has collected on the Hutchison thesis
and the Tremblay work, that the hibernation period is over and it is a desirable
and worthwhile risk. If the local governmental authorities deny the Company a p
ermit to continue development of the Juina property, then execution of the
Company's plans in this regard may be cancelled or curtailed, depending on if
and when governmental approval is acquired.

                                      -15-
<PAGE>

NEVADA MAGNETIC MATERIAL, INC. ACQUISITION
------------------------------------------

On March 16, 2004, the Company signed a letter of intent to purchase all of the
outstanding common stock of Nevada Magnetic Material, Inc., a Nevada
corporation. On March 17, 2004 the parties entered into a definitive agreement
consummating the acquisition of Nevada Magnetic Material, Inc. by the Company.
The terms of the agreement required the Company to exchange 50,000 shares of
restricted common stock in exchange for 100% of the issued and outstanding
shares of Nevada Magnetic Material, Inc.

Nevada Magnetic Material, Inc. owns mineral rights to real property located
approximately 100 miles south of Las Vegas, Nevada. Since it was established in
1990, Nevada Magnetic was in the business of processing raw ore into Anode Bars.
This is accomplished by converting raw ore into a concentrate by sifting and
otherwise processing it so that essential and valuable components of the raw
ore, including gold, platinum, and silver, are changed into a transportable
form-the Anode Bar. Once developed into this form, the Anode Bars can be
transported for further processing into more pure elements, like gold bullion.

Nevada Magnetic Material, Inc. possessed equipment necessary to process the raw
ore into Anode Bars, but lacked the equipment to further refine the Anode Bars
into bullion. Nevada Magnetic had no active business when the Company acquired
it.

Alpha Research Corporation certified Assay Reports on Anode Bars produced by
Nevada Magnetic Material, Inc. at its Southern Nevada site by in November, 1989.
Those reports concluded that elements including gold, silver, platinum and
Rhodium were present.

The Company's plans for Nevada Magnetic Material, Inc. are to invest money into
making the operation a going concern, and to actively mine the land and produce
Anode Bars. Additionally, the Company wants to acquire the necessary equipment
to further refine the Anode Bars into bullion. However, these plans are subject
to the caveats discussed above regarding the Company obtaining sufficient
funding to execute this business plan.

YELLOW RIVER GOLD MINE ACQUISITION
----------------------------------

On March 22, 2004, the Company, by and through Juina Mining Corporation,
acquired an 80% interest in the Yellow River Mining, S.A., an Ecuador
corporation, in exchange for 5,000,000 shares of the Company's restricted common
stock. Yellow River Mining, S.A. holds legal rights and claims to gold mining
operations in "Provincia Del Oro" [Province of Gold] in southwest Ecuador. The
area is well known for gold mining operations that have been carried on there
since the 1600s. However, the present mining operations are rudimentary and much
of the mining work is done by hand. Very little modern mining equipment is
available or used. No aerial surveys, mini bulk sampling or full bulk sampling
have occurred on the property. An independent expert geologist has not proved up
the area as a reserve or a resource. No equipment exists on site or otherwise
owned or controlled by the Company, that would allow full scale development of
the mine should it satisfy all conditions precedent to it being determined to be
a resourc e. Thus, in order for the Company to develop this asset, financing
will have to be acquired in order to satisfy the conditions precedent for
full-scale mining to occur, and there are no guarantees that the Company will
obtain such financing.

                                      -16-
<PAGE>

On May 7, 2004, Company representatives Rendal Williams and Alejo Bermudez
traveled to the Yellow River mine to conduct an inspection. Neither man is a
qualified geologist able to assess the potential of the land to produce gold or
the amounts of precious metals that might exist there. However, after reviewing
the operations for approximately five days, Mr. Williams and Mr. Bermudez
returned bringing with them samples of gold removed from the Yellow River mine.
This ore has not undergone independent testing to determine its purity or karat
weight. Additionally, Yellow River is to forward dore bars of gold bearing ore
are to be transported to the Company in due course for further examination and
evaluation by the Company. It is also noteworthy that the Company undertook due
diligence, and reviewed prior to acquiring Yellow River, documentation regarding
the legal rights of Yellow River to the mining area, and Yellow River's legal
status and capacity under the operative Ecuadorian legal documents.

Costs to implement this plan may be significant, since the land parcel is
located in Ecuador. Presently, the Company does not have the wherewithal to
financially support the development, but may if adequate debt or equity
financing arrangements can be made. Further, the fact that the subject property
is in Ecuador presents some potential problems for the Company should legal
disputes arise between it and the Ecuador government, or Ecuadorian third
parties. Potential trouble areas may include issues related to environmental
regulations often governed by international treaties such as the "Andean Pact,"
the "Pan American International Convention," and the "Paris Convention" of 1883.
Civil disputes between citizens and/or entities of different countries are often
governed by procedures and laws developed under the above noted and other
international treaties. Presently however, there are no such disputes or legal
issues that are germane to this discussion or filing.

JOINT VENTURE WITH EL CAPITAN PRECIOUS METALS, INC.
---------------------------------------------------

On May 11, 2004 the Company entered into a joint venture agreement with El
Capitan Precious Metals, Inc., a Nevada corporation. The joint venture operates
under the name "CanBII" and will operate until May 11, 2020, unless terminated
earlier pursuant to the terms of the joint venture agreement. El Capitan
Precious Metals, Inc., in exchange for 720,000 shares of the Company's
restricted stock, agreed to convey 80% of the interest it holds in mining claims
designated as the "COD" Mining claim located 18 miles north of Kingman, Arizona.
The parties agreed to divide the profits equally during the term of the joint
venture.

                                      -17-
<PAGE>

The COD mining claims are comprised of rights to assets including "tailings" and
"Settlement Ponds." "Tailings" is a term of art that refers to waste generated
during processing of raw land for precious minerals, metals and gemstones.
Tailings may contain reasonably recoverable traces of precious metals that are
valuable if further reclamation processes are carried out. "Settlement Ponds"
refers to waste water generated from similar processing procedures connected to
the extraction processes to obtain precious metals, minerals and gemstones. The
wastewater produced by the extraction process can be successfully re-processed
to extract trace amounts of precious metals such as gold. The process of
extracting the precious metals from wastewater can take anywhere from 3 to 20
days. El Capitan Precious Metals, Inc. holds governmental permits to conduct the
extraction process that comply with both state and federal environmental laws
and regulations.

In 2001 El Capitan Precious Metals, Inc. commissioned an independent geological
report regarding the ground values of the COD mining claim. Z & Z Geological
Consultants conducted the review and prepared the report, and the Company
obtained and reviewed the report before entering into the joint venture. The
analysis conducted by Z & Z Geological Consultants indicated that the COD mining
claim comprised a number of precious metals and minerals, including gold,
silver, lead, zinc and copper. Considering these facts in conjunction with
expected secondary extraction of tailings and settlement ponds of 85% resulted
in an evaluation of the reclamation project to be approximately worth a gross
amount of $120,165,709 in 2001. The Company desires to re-evaluate the Z & Z
report and has plans to commission a new review, examination and evaluation by
an independent third party expert geologist.

OFF BALANCE SHEET ARRANGEMENTS.
-------------------------------

The Company has reviewed its present obligations, contingent interests and
contingent obligations to determine if any qualify as off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the small business issuer's financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.

The Company presently has no obligations, contingent interests and/or contingent
obligations that: (1) guarantee, either directly or indirectly, the indebtedness
of others; (2) amount to retained or contingent interests in assets transferred
to an unconsolidated entity that serves as credit, liquidity or market risk
support to such entity for such assets; (3) are under a contract that would be
accounted for as a derivative instrument; or (4) are an obligation, including a
contingent obligation, arising out of a variable interest in an unconsolidated
entity that is held by, and material to, the small business issuer, where such
entity provides financing, liquidity, market risk or credit risk support to, or
engages in leasing, hedging or research and development services with, the small
business issuer.

                                      -18-
<PAGE>

Item 3. CONTROLS AND PROCEDURES.

Within the 90 days prior to March 31, 2004, 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 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.




                           PART II: OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

The Company is not a party to any legal proceedings.

Item 2. CHANGES IN SECURITIES.

Common stock - In January 2004, the Company approved a 125-to-1 reverse stock
split of its common stock. Accordingly, the accompanying financial statements
have been retroactively adjusted from inception.

In January 2004, the Company issued 13,209 shares of its common stock to an
officer and a shareholder in satisfaction of an outstanding liabilities from
2003 totaling $323,612.

In January 2004, the Company issued 250,964 shares of its common stock to an
officer and a shareholder for services totaling $336,821.

In January 2004, the Company issued 22,970 shares of its common stock to various
parties for services totaling $57,410.

In January 2004, the Company issued 5,000,000 shares of its common stock related
to a joint venture agreement as discussed in Note 3, totaling $6,900,000.

In January 2004, the Company issued 460,000 shares of its common stock as a
result of the conversion of 4,600 shares preferred stock.

In February 2004, the Company issued 1,000,000 shares of its common stock as a
result of the conversion of 10,000 shares preferred stock.

In February 2004, the Company issued 9,312 shares of its common stock to various
parties for services totaling $30,256.

In March 2004, the Company issued 408,474 shares of its common stock various
parties for services totaling $2,901,166.

                                      -19-
<PAGE>

Preferred stock - Series A - In January 2004, the Company issued 10,000 shares
of Class A Preferred Stock in satisfaction of a Company liability totaling
$156,416.

Item 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

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

During the quarter ended March 31, 2004, no matters were submitted to the
Company's shareholders for a vote.

Item 5.  OTHER INFORMATION.

On April 28, 2004 the Company's board of directors named Mark Hutchinson as a
director and appointed Rick Taulli as Chief Operations Officer.

On May 17, 2004 the Company relocated its principal executive offices to 4955
South Durango Drive, Ste. 216 Las Vegas, NV, 89113.

The Company intends to file under Form 8-K-subsequent to the filing of this Form
10-QSB-copies of all relevant acquisition agreements mentioned in this filing,
and to file relevant financials on the businesses acquired within 60 days of
this filing.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

On January 16, 2004 the Company reported on Form 8-K under Item 5: Other Events
and Regulation FD Disclosure, that on January 2, 2004, the name of the
corporation was changed to U.S. Canadian Minerals, Inc., and that on January 5,
2004, Michael Kaufman resigned as director and President of the corporation and
was replaced by Rendal Williams.

The Company also reported its new address of 3960 Howard Hughes Parkway, 5th
Floor Las Vegas, NV 89109.


                                   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: May 20, 2004.


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

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

                                      -20-
<PAGE>

                           CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of U.S. Canadian Minerals, Inc. (the
"Company") on Form 10-QSB for the period ended March 31, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), each of
the undersigned, in the capacities and on the dates indicated below, hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.

By: /s/ Rendal Williams                       Date May 20, 2004
    ------------------------                       ------------
    Rendal Williams
    Chief Executive Officer
    Chief Financial Officer



                                      -21-
<PAGE>

                                 CERTIFICATION
                            PURSUANT TO SECTION 302

I, Rendal Williams, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of U.S. Canadian
Minerals, Inc.

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

     b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

     b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 20, 2003                       By: /s/ Rendal Williams
                                                 -------------------
                                                 Chief Executive Officer
                                                 Chief Financial Officer

                                      -22-