UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-QSB/A-1

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended: September 30, 2004

                        Commission file number 000-27853

                             CARDINAL MINERALS, INC.
                             -----------------------
             (Exact name of registrant as specified in its charter)

Nevada                                                                86-0913555
------                                                                ----------
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

414 Viewcrest Rd
Kelowna, British Columbia , Canada                                       V1W 4J8
----------------------------------                                       -------
(Address of Principal Executive Offices)                              (Zip Code)

                                 (800) 537-4099
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the last 12 months (or for 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 [ ]

         The number of shares of Common Stock, $0.01 par value, outstanding on
November 3, 2004 was 24,426,092 shares, held by approximately 45 shareholders.

         Transitional Small Business Disclosure Format (check one):

                                 Yes [ ] No [X]


<PAGE>

CARDINAL MINERALS INC.
(A Development Stage Enterprise)

Consolidated Balance Sheets
(Expressed in United States dollars)

<TABLE>
<CAPTION>
==================================================================================================
                                                                     September 30,    December 31,
                                                                              2004           2003
--------------------------------------------------------------------------------------------------
                                                                       (unaudited)
Assets

Current assets:
<S>                                                                   <C>             <C>
      Cash                                                            $         --    $        687
      Accounts receivable and other                                             --
      Prepaids and deposits                                                     --
--------------------------------------------------------------------------------------------------
      Total current assets                                                      --             687

Investment                                                                       1               1

Fixed assets (note 3)                                                        9,264          12,351

Deferred financing costs                                                        --
--------------------------------------------------------------------------------------------------

Total assets                                                          $      9,265    $     13,039
==================================================================================================

Liabilities and Stockholders' Deficiency

Current liabilities:
      Bank indebtedness                                               $         30    $         --
      Accounts payable                                                     226,641         144,610
      Promissory notes                                                      40,625          10,000
--------------------------------------------------------------------------------------------------
                                                                           267,296         154,610

Stockholders' deficiency:
      Capital stock (note 5):
         Authorized:
             100,000,000 common shares with a par value of $0.01
             25,000,000 preference shares with a par value of $0.01
         Issued:
             21,316,968 common shares (2002 - 10,560,333)                  213,169         213,169
             1,554,562 preference shares                                 1,554,562       1,554,562
             Issuable common shares                                             --
      Additional paid-in capital (note 5(a))                             4,616,473       4,616,473
      Deficit accumulated during the development stage                  (6,642,235)     (6,525,775)
--------------------------------------------------------------------------------------------------
      Total stockholders' deficiency                                      (258,031)       (141,571)
--------------------------------------------------------------------------------------------------

Total liabilities and stockholders' deficiency                        $      9,265    $     13,039
==================================================================================================
</TABLE>

Future operations (note 1(a))
Commitments (note 7)


See accompanying notes to interim consolidated financial statements.


                                       1
<PAGE>

CARDINAL MINERALS INC.
(A Development Stage Enterprise)

Consolidated Statements of Operations and Deficit
(Unaudited)
(Expressed in United States dollars)

<TABLE>
<CAPTION>
==================================================================================================================
                                                                                                       Period from
                                                                                                      inception on
                                 Three month      Three month        Nine month       Nine month      November 24,
                                period ended     period ended      period ended     period ended           1994 to
                               September 30,    September 30,     September 30,    September 30,     September 30,
                                        2004             2003              2004             2003              2004
------------------------------------------------------------------------------------------------------------------
<S>                           <C>             <C>              <C>               <C>                 <C>
Revenue                       $          --   $           --   $            --   $           --      $      88,357

Expenses:
     Consulting fees                  1,514           36,294           100,205          173,600          2,443,324
     Professional fees                4,088           66,094             4,760          134,461            764,468
     Product research
        and development
        costs                            --            1,760                --          143,814            732,325
     Administrative and
        other expenses                3,995           36,598             2,783          144,566            916,882
     Interest                         2,750           14,933             5,625           48,427            528,914
     Corporate  development
                                                                                                           323,591
     Amortization                     1,029            2,326             3,087            3,970             29,037
     Mineral property option
                                                                                                           275,000
------------------------------------------------------------------------------------------------------------------
                                     13,376          158,005           116,460          648,898          6,013,541
------------------------------------------------------------------------------------------------------------------

Loss before undernoted              (13,376)        (158,005)         (116,460)        (648,898)        (5,925,184)

Loss on disposal of
     Camden-Agro
     Systems Inc.                        --               --                --               --           (244,536)
Gain on disposal of
     Renewable Energy Corp.              --               --                --               --            162,900
Gain on disposal of
     Sunspring, Inc.                     --               --                --               --             62,494
------------------------------------------------------------------------------------------------------------------

Loss for the period                 (13,376)        (158,005)         (116,460)        (648,898)        (5,944,326)

Deficit accumulated
     during the
     development stage,
     beginning of period         (6,628,859)      (5,709,657)       (6,525,775)      (5,218,764)                 -

Charge to deficit                        --               --                --               --           (488,215)

Deemed dividends on
     preferred stock                     --                                 --         (209,694)          (209,694)
                                                    (209,694)
------------------------------------------------------------------------------------------------------------------

Deficit, accumulated
     during the
     development stage,
     end of period            $   (6,642,235)  $    (6,077,356)  $   (6,642,235)  $   (6,077,356)    $  (6,642,235)
==================================================================================================================

Basic and diluted loss
     per share                $            --  $         (0.03)  $        (0.01)  $       (0.06)
Weighted average
     number of shares
     Outstanding                   21,316,198        10,893,667       21,316,198      10,782,555
==================================================================================================================
</TABLE>

See accompanying notes to interim consolidated financial statements.


                                       2
<PAGE>

CARDINAL MINERALS INC.
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows
(Unaudited)
(Expressed in United States dollars)

<TABLE>
<CAPTION>
=======================================================================================================
                                                                                            Period from
                                                                                           inception on
                                                             Nine month     Nine month     November 24,
                                                           period ended   period ended          1994 to
                                                          September 30,  September 30,    September 30,
                                                                   2004           2003             2004
-------------------------------------------------------------------------------------------------------

Cash flows from (used in) operating activities:
<S>                                                       <C>             <C>             <C>
       Loss for the period                                $   (116,460)   $   (648,898)   $ (5,944,326)
       Items not involving the use of cash:
          Amortization                                           3,087           3,970          29,037
          Stock based compensation                                  --              --         826,726
          Shares issued as a financing fee                          --              --           5,000
          Mineral property option payment                           --              --         275,000
          Loss on disposal of Camden-Agro Systems Inc.              --              --         244,536
          Gain on disposal of Renewable Energy Corp.                --              --        (162,900)
          Gain on disposal of Sunspring, Inc.                       --              --         (62,494)
          Amortization of deferred financing costs                  --          17,433         112,766
       Changes in non-cash operating working capital:
          Accounts receivable and other                             --             100           9,193
          Prepaids and deposits                                     --           8,009              --
          Accounts payable and accrued liabilities              87,656         700,929       1,940,056
-------------------------------------------------------------------------------------------------------
                                                               (25,717)         81,543      (2,727,406)

Investments:
       Capital expenditures                                         --              --         (47,341)
       Cash on disposal of Camden-Agro Systems Inc.                 --              --            (208)
       Cash of acquired business                                    --              --         107,568
       Reduction in cash on disposal of Sunspring, Inc.             --              --          (5,854)
       Reduction in cash on disposal of Renewable
          Energy Corp.                                              --              --          (7,001)
       Advances to Sunspring Inc. and Renewable Energy
          Corp. prior to acquisition                                --              --        (175,000)
-------------------------------------------------------------------------------------------------------
                                                                    --              --        (127,836)

Financing:
       Bank indebtedness                                            30             465              30
       Promissory notes                                         25,000          63,700          65,000
       Issuance of common shares for cash                           --              --         100,657
       Loans (including accrued interest)                                     (145,722)      2,670,111
-------------------------------------------------------------------------------------------------------
                                                                25,030         (81,557)      2,835,798

Effect of exchange rate changes on foreign
       currency cash balances                                       --              --          19,430
-------------------------------------------------------------------------------------------------------

Decrease in cash                                                  (687)            (14)            (14)

Cash, beginning of period                                          687              14              14
-------------------------------------------------------------------------------------------------------

Cash, end of period                                       $         --    $         --    $         --
======================================================================================================
</TABLE>

Cash is defined as cash less bank indebtedness.


                                       3
<PAGE>

CARDINAL MINERALS INC.
(A Development Stage Enterprise)

Consolidated Statements of Cash Flows, Continued
(Unaudited)
(Expressed in United States dollars)

<TABLE>
<CAPTION>
=============================================================================================
                                                                                  Period from
                                                                                 inception on
                                                  Nine month        Nine month   November 24,
                                                period ended      period ended        1994 to
                                               September 30,     September 30,  September 30,
                                                        2004              2003           2004
---------------------------------------------------------------------------------------------
<S>                                               <C>               <C>            <C>
Supplementary information:
  Interest paid                                   $       --        $       --     $       --
  Income taxes paid                                       --                --             --
  Non-cash transactions:
      Deferred finance costs funded by loans to
  related parties                                                                     112,766
  Issuance of common shares:
     On acquisitions                                      --                --        310,950
     In settlement of obligation                          --                --      3,186,725
      Mineral property option                             --                --        275,000
   Issuance of preference shares:
     On acquisitions                                      --                --        160,000
     In settlement of shareholder loan                    --                --      1,554,562

=============================================================================================
</TABLE>

See accompanying notes to interim consolidated financial statements.


                                       4
<PAGE>



Cardinal Minerals Inc.
(Formerly Sun Power Corporation)
(A Development Stage Enterprise)

Notes to Consolidated Financial Statements
(Expressed in United States dollars)

Nine month period ended September 30, 2004 and 2003
Period from inception on November 24, 1994 to September 30, 2004
================================================================================

1.    Nature and continuance of operations:

      Cardinal Minerals Inc. (the "Company"), formerly Sun Power Corporation,
      was incorporated pursuant to the laws of the State of Nevada on August 20,
      1996. The change of the Company's name to Cardinal Minerals Inc. was
      approved by its shareholders at a meeting held on December 29, 2003. It is
      listed on the National Association of Securities Dealers Over-The-Counter
      Bulletin Board under the symbol "CDIN". Subsequent to December 31, 2003,
      the Company consolidated its common share capital on a 1 for 3 basis. All
      common share and per share information presented in these financial
      statements has been retroactively restated to reflect the share
      consolidation. As of September 30, 2004 there are 21,316,968 common shares
      issued and outstanding.

      Commencing on November 2, 1998, the Company held a 90% investment in
      Camden Agro-Systems Inc. ("CASI"), a development stage company without an
      operating business, as its sole asset. Effective December 31, 2001 the
      Company acquired 100% of the shares of Sunspring, Inc., a Nevada company,
      and Renewable Energy Corporation, a New Mexico company. On December 6,
      2002, and effective December 31, 2002, the Company returned all of the
      issued and outstanding shares of Sunspring, Inc. and Renewable Energy
      Corporation in return for all of the Company's Series A and Series B
      Preferred Stock, which had been issued as a part of the purchase price.

      On December 16, 2002, the Company executed an agreement with Securities
      Trading Services Inc., "("STS") in which STS agreed to assign an option to
      purchase all of the issued and outstanding shares of Minera Real de Cosala
      SA de CV, a copper-silver mine located in the state of Sinaloa, Mexico. On
      October 15, 2003 we announced that the option to purchase the
      copper-silver mine had expired unexercised.

      On January 26, 2004, the Company announced that it had acquired an
      assignment of an option to purchase all of the outstanding issued and
      common shares of Hunter Gold Mining Corp., a Canadian corporation, which
      through its wholly owned US subsidiary, Hunter Gold Mining Inc., owns a
      100% interest in the Bates-Hunter Gold Mine and the Golden Gilpin Mill
      (the "Bates-Hunter Project") located in Central City, Colorado. This
      option to purchase was assigned to the Company by a significant
      shareholder of the Company. Under the terms of the assigned option and
      subsequent amending agreements, the Company confirmed its acceptance of
      Glen O'Gorman's Exploration and Development Plan for the



                                       5
<PAGE>

      Bates-Hunter Project dated March 1, 2004 for completion of the Phase 1
      work program by October 31, 2004. 2. 1. On July 26, 2004 the Company
      reported that it was unable to finance the work programs as required
      within the terms of the option agreement to purchase the Bates Hunter Gold
      Mine in Central City, Co. Consequently the Company has returned the option
      to a major shareholder of the Company and the optionor of the property. In
      return, the optionor has forgiven the Company the $30,000 signing fee and
      related expenses in conjunction with the proposed acquisition.

      On September 28, 2004 the Company entered into a Share Purchase Agreement
      and Plan of Reorganization ("Reorganization Agreement") with Universal
      Food and Beverage Company, a Delaware corporation ("Universal") and the
      stockholders of Universal, for the exchange by the stockholders of
      Universal of all the outstanding shares and other equity based securities
      they hold in Universal for shares of common stock, $.01 par value, of
      Cardinal. Upon consummation of the share exchange, Universal will become a
      wholly owned subsidiary of the Company and the shareholders of Universal
      will become shareholders of Cardinal. The Universal shareholders
      collectively will own the majority of the post-transaction company.

      Consummation of the transactions under the Reorganization Agreement are
      conditioned upon a number of typical conditions and several requirements
      specific to the transaction, among which are the Company affecting a one
      (1)-for ten (10) reverse stock split, the Company changing its corporate
      name to "Universal Food and Beverage Company," and joinder of each of the
      Universal shareholders to the Reorganization Agreement.

      On November 2, 2004, three beneficial and direct stockholders holding an
      aggregate of 12,253,406 shares of common stock, representing approximately
      50.16% of the outstanding voting securities of the company, executed and
      delivered to the Board written consents authorizing and approving the name
      change and reverse stock split. Such name change and stock split will not
      become effective unless the Universal transaction completes. Accordingly,
      no effect has been given to the proposed stock split in these financial
      statements.

      (a)   Future operations:

            These consolidated financial statements have been prepared on the
            basis of a going concern, which contemplates the realization of
            assets and the satisfaction of liabilities in the normal course of
            business. The Company has suffered recurring losses and has not
            generated profitable operations since inception. In addition, at
            September 30, 2004 the Company has a working capital deficiency of
            $267,296 and a stockholders' deficiency of $258,031. The Company's
            recurring operation losses and growing working capital needs will
            require that it obtain additional capital to operate its business
            before the new businesses generates significant revenue.


                                       6
<PAGE>

            The continuance of the Company as a going concern is dependent on
            the continued forebearance of its creditors, obtaining financing for
            continued operations and the attainment of profitable operations. If
            the Universal transaction described above completes, the continued
            operations of the Company will be dependent on the Universal
            business and its financial capacity. Management is in the process of
            identifying sources for additional financing to fund the
            continuation of the Company's business.

            The Company will depend almost exclusively on outside capital to
            complete an acquisition. Such outside capital may include the sale
            of additional stock and/or commercial borrowing. There can be no
            assurance that capital will be available as necessary to meet these
            continuing development costs or, if the capital is available, it
            will be on terms acceptable to the Company. The issuances of
            additional equity securities by the Company would result in a
            significant dilution in the equity interests of its current
            stockholders. Obtaining commercial loans, assuming those loans would
            be available, will increase the Company's liabilities and future
            cash commitments. If the Company is unable to obtain financing in
            the amounts and on terms deemed acceptable, the business and future
            success may be adversely affected.

            Given the Company's limited operating history, lack of sales, and
            the continued operating losses, there can be no assurance that it
            will be able to achieve or maintain profitability.

      (b)   Development stage enterprise:

            For U.S. accounting purposes the Company is considered to be a
            development stage enterprise from inception on November 24, 1994 to
            September 30, 2004 as its efforts have been and continue to be
            primarily directed towards the development of new products. The
            identification of an entity as a development stage enterprise does
            not impact the measurement and recognition principles applied in
            these consolidated financial statements but does require the
            disclosure of specified cumulative from inception and other
            information.

2.    Significant accounting policies:

      The consolidated financial statements have been prepared in accordance
      with generally accepted accounting principles in the United States.

      (a)   Principles of presentation:

            These consolidated financial statements include the accounts of
            Cardinal Minerals Inc. ("Sun Power" or the "Company"). These
            consolidated financial statements are presented in U.S. dollars
            which is the Company's currency. Transactions denominated in other
            currencies are translated at exchange rates in effect at the date of
            the transactions with exchange gains and losses included in the
            determination of income. To date exchange gains and losses have been
            nominal.

            Management of the Company has made a number of estimates and
            assumptions relating to the reporting of assets, liabilities,
            revenues and expenses and the


                                       7
<PAGE>

            disclosure of contingent assets and liabilities in preparing these
            financial statements in conformity with accounting principles
            generally accepted in the United States. Actual results could differ
            from those estimates. In these consolidated financial statements,
            significant areas requiring the use of management estimates relate
            to the recoverability of fixed assets and patents and rates for
            amortization.

      (b)   Fixed assets:

            Fixed assets are recorded at cost. Amortization is calculated from
            the date of acquisition using the following methods and rates:

            ====================================================================
            Asset                               Basis                  Rate
            --------------------------------------------------------------------
            Computer equipment             declining-balance            30%

            ====================================================================

      (c)   Loss per share:

            Loss per share is calculated using the weighted average number of
            shares outstanding during the fiscal period. This average includes
            as outstanding common shares, shares issued in a reporting period
            from the date of their issuance. Diluted per share amounts do not
            differ from basic per share amounts as the effect of stock options
            outstanding during the periods presented is anti-dilutive.

      (d)   Stock option plan:

            The Company has a stock-based compensation plan. For grants to
            employees, officers and directors (collectively, "employees"),
            compensation expense is recognized over the vesting period in an
            amount equal to the difference, if any, between the market value of
            the Company's common shares at that measurement date and the
            exercise price. The value recognized for option grants is expensed
            in the consolidated statements of operations. Options granted to
            non-employees are recorded at their fair value as the services are
            provided and the options earned. No options were granted in the nine
            month period ended September 30, 2004.

            On September 17, 2004 the Board passed a resolution to cancel the
            existing stock options that were granted in 2000 and 2002, subject
            to receiving the agreement and consent in writing to cancel all of
            these options from each of the Optionees that was a recipient of
            those options. Subsequent to the period, the Board has received
            consents from all the recipients of existing stock options and they
            are cancelled.

            Set out below is loss and loss per share information as if the
            Company had determined compensation expense based on the fair value
            at the grant date for its employee stock options:


                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                         2004           2003
                                                     ------------   ------------

<S>                                                  <C>            <C>
      Loss for the period, as reported               $   (116,460)  $   (648,898)

      Stock-based compensation expense included in
      net loss as reported                                     --             --

      Pro forma stock based compensation                       --        (19,413)
                                                     ------------   ------------

      Loss for the period, pro forma                 $   (116,460)  $   (668,311)
                                                     ============   ============

      Basic and diluted loss per share:
      As reported                                    $         --   $      (0.06)
      Pro forma                                                --          (0.06)
                                                     ============   ============
</TABLE>

            The fair value of stock options granted during 2001, and vesting
            during 2002 and 2003, was estimated using the Black-Scholes
            option-pricing model with the following weighted average
            assumptions: expected dividend yield of 0%, risk-free interest rate
            of 4.74%, an expected life equal to their maximum term, and a
            volatility of 59.6%.

      (e)   Mineral property costs:

            Mineral property costs incurred prior to the property having a
            bankable feasibility study are expensed as incurred.

      (f)   Foreign currency translation:

            These consolidated financial statements are presented in U.S.
            dollars which is the Company's currency. Transactions denominated in
            other currencies are translated at exchange rates in effect at the
            date of the transactions with exchange gains and losses included in
            the determination of income. To date exchange gains and losses have
            been nominal.

      (g)   Use of estimates:

            Management of the Company has made a number of estimates and
            assumptions relating to the reporting of assets, liabilities,
            revenues and expenses and the disclosure of contingent assets and
            liabilities in preparing these financial statements in conformity
            with accounting principles generally accepted in the United States.
            Actual results could differ from those estimates. In these
            consolidated financial statements, significant areas requiring the
            use of management estimates relate to the recoverability of fixed
            assets and patents and rates for amortization.


                                       9
<PAGE>

3.    Fixed assets:

                                           Accumulated     Net book
      September 30, 2004       Cost       amortization      value
                           ------------   ------------   ------------
      Computer equipment   $     21,964   $     12,700   $      9,264
                           ============   ============   ============
                                           Accumulated      Net book
      December 31, 2003        Cost       amortization      value
                           ------------   ------------   ------------
      Computer equipment   $     21,964   $      9,613   $     12,351
                           ============   ============   ============

4.    Related party transactions and balances:

      (a)   Loans from related party:

            On January 9, 2002, the Board approved the conversion of a loan of
            $1,554,562 from Mr. Bullock into 1,554,562 Series C convertible
            preferred shares have a stated value of $1 per share. The preference
            shares have no voting rights and receive no dividends. On December
            28, 2003 an agreement was reached with Mr. Bullock to issue that
            number of common shares at a ratio of two common shares of the
            Company for each one Series C Preferred Share, post the 3:1
            rollback. As at September 30, 2004, the common shares have not been
            issued.

            Subsequent to the period, on October 25, 2004, the Company completed
            the conversion of the Series C Preferred Shares and issued 3,109,124
            common shares to Mr. Bullock and his assigns and thereafter
            immediately retired the Series C Preferred Share classification.
            There are no preferred shares currently outstanding.

            On December 23, 2003, the Company issued 1,877,694 common shares
            (post roll-back) to Mr. Bullock to settle loans and interest in the
            amount of $563,308.

      (b)   Accounts payable:

            Included in accounts payable is $137,158 (December 31, 2003 -
            $12,591) payable to private companies controlled by a significant
            shareholder or by a director of the Company.

      (c)   Fees:

            The Company has been charged administrative, management and
            consulting fees aggregating $46,915 (nine months ended September 30,
            2003 - $199,000) by certain officers, directors and private
            companies controlled by them.


                                       10
<PAGE>

5.    Capital stock:

      (a)   Issued:

<TABLE>
<CAPTION>
                                                         Number of        Value per    Share capital     Additional
                                                          shares            share                      paid-in capital
                                                    ------------------------------------------------------------------
<S>                                                      <C>               <C>            <C>              <C>
Issued for cash at inception, November 24, 1994                  333       $  1.973          $   3         $      654
                                                    ------------------------------------------------------------------
Issued and outstanding at all period ends prior
to September 30, 1998                                            333                             3                654

Issued during the year ended December 31, 1998:
For investment in CASI                                     9,019,333           0.03         90,193            180,397
For financing fee                                            166,667           0.03          1,667              3,333
                                                    ------------------------------------------------------------------
Issued and outstanding, December 31, 1998                  9,186,333                        91,863            184,384

Adjustments resulting in an increase in
additional paid-in capital:
Shares cancelled                                             (1,000)           0.03           (10)                 10
Stock based compensation options                                  --                            --            222,500
                                                    ------------------------------------------------------------------
Issued and outstanding, December 31, 1999 and 2000
                                                           9,185,333                        91,853            406,894

Issued during the year ended December 31, 2001:
For investment in REC (note 4)                               666,667           0.03          6,666             13,334
For investment in Sunspring (note 3)                         666,667           0.03          6,667             13,333
For stock based compensation (note 9(c))                          --                            --            270,000
Stock based compensation options                                  --                            --             75,165
                                                    ------------------------------------------------------------------
Issued and outstanding, December 31, 2001                 10,518,667                       105,186            778,726

Issued during the year ended December 31, 2002:
For cash                                                      33,333           0.01            334             99,666
In settlement of obligation                                    8,333           7.17             83             59,667
Stock-based compensation options                                  --                            --            199,311
Deemed dividend on preferred stock                                --                            --            209,694
                                                    ------------------------------------------------------------------
Issued and outstanding, December 31, 2002                 10,560,333                       105,603          1,347,064

Issued during the year ended December 31, 2003:
To settle Purchase Option Agreement                          333,333           0.75          3,333            246,667
In settlement of debts                                    10,423,248           0.30        104,233          3,022,742
Adjustments resulting from 3:1 reverse split                      54                            --                  -
                                                    ------------------------------------------------------------------
Issued and outstanding, December 31, 2004 and
September 30, 2004                                        21,316,968                 $     213,169        $ 4,616,473
                                                    ------------------------------------------------------------------
</TABLE>

      (b)   Issuance of shares for non-monetary consideration:

            Shares issued to consultants for services rendered (including shares
            transferred by a principal shareholder), settlement of debt and the
            acquisition of assets or businesses are recorded based upon the fair
            market value of the shares at the date of the related agreements to
            issue the shares.


                                       11
<PAGE>

      (c)   Commitments to issue common shares:

            As at September 7, 2004, the Company approved the issuance of up to
            a maximum of 2,500,000 common shares in the capital of the Company
            at an ascribed price of $0.10 per share in settlement of certain
            debts to creditors. As of September 30, 2004 these shares have not
            been issued.

            On January 9, 2002, the Board approved the conversion of a loan of
            $1,554,562 from Mr. Bullock into 1,554,562 Series C convertible
            preferred shares have a stated value of $1 per share. The preference
            shares have no voting rights and receive no dividends. On December
            28, 2003 an agreement was reached with Mr. Bullock to issue that
            number of common shares at a ratio of two common shares of the
            Company for each one Series C Preferred Share, post the 3:1
            rollback. As at September 30, 2004, the common shares have not been
            issued.

      (d)   Approval for reverse split

            A reverse split is a condition to the Share Purchase Agreement and
            Plan of Reorganization with Universal Food and Beverage Company, a
            Delaware corporation, and the stockholders of Universal Food and
            Beverage Company upon their joinder to the acquisition agreement.

            Subsequent to the period, on November 2nd, 2004, three beneficial
            and direct stockholders holding a total aggregate of 12,253,406
            shares of common stock, representing approximately 50.16% of the
            outstanding voting securities of the Company, executed and delivered
            to the Board written consents authorizing and approving the reverse
            split at the rate of one share for every 10 shares of common stock
            then outstanding. The consent of the majority shareholders provides
            that if in the discretion of the Company, for any reason, the
            acquisition of the Delaware corporation is not consummated, there
            will be no name change or reverse split.

6.    Financial instruments:

      (a)   Fair value:

            The fair values of financial instruments included in current assets
            and liabilities (excluding related party amounts) are equal to their
            carrying values due to their ability for prompt liquidation or the
            short-term to their settlement.

            The fair value of loans from related parties cannot be reasonably
            estimated due to the nature of the amounts due and their
            relationship between the liable party and the Company and the lack
            of a ready independent market for such amounts payable.

      (b)   Currency fluctuation risk:

            The Company has not entered into any material foreign exchange
            contracts to minimize or mitigate the effects of foreign exchange
            fluctuations on the Company's operations or these financial
            statements. Management does not believe it faces any significant
            foreign currency fluctuation risk.


                                       12
<PAGE>

7.    Commitments and contingencies:

      (a)   Effective as of April 24, 2002, the Company entered into a
            consulting agreement for administrative, marketing and management
            services, which expired April 23, 2003. Subsequently, the consultant
            has been retained on a month-to-month basis plus reimbursement for
            pre-authorized expenses. At September 30, 2004, accounts payable
            includes approximately $30,000 related to this arrangement.

      (b)   On April 30, 2003, the Company entered into a consulting agreement
            for administrative and management services, which is effective until
            further notice and for a minimum period of 12 months. Effective
            January 1, 2004 the consultant has been retained on a month to month
            as needed basis plus reimbursement for pre-authorized expenses. At
            September 30, 2004 accounts payable includes approximately $7,500
            related to this arrangement.

      (c)   On April 20 2001, the Company entered into an advisory agreement for
            a two year term in which the advisor acted as its international
            strategic planner and assisted the Company to secure financing for
            new business opportunities. Subsequently, the advisor has been
            retained on a month to month basis plus reimbursement for all
            reasonable pre-approved expenses. At September 30, 2004, accounts
            payable includes $85,000 related to this arrangement.


                                       13
<PAGE>

Item 2.  Plan of Operation.

      This report contains forward-looking statements. Actual results and events
could differ materially from those projected, anticipated, or implicit, in the
forward-looking statements as a result of the risk factors set forth below and
elsewhere in this report.

      With the exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements primarily as the result of
insufficient cash to pursue marketing efforts. The following discussion of our
plan of operation should be read in conjunction with our financial statements
and the related notes thereto appearing elsewhere herein.

Overview

      On December 30, 2003 we amended our articles and changed our name from Sun
Power Corporation to Cardinal Minerals, Inc. We believe it is important that our
corporate name be reflective of our future business intentions of dedicating
itself to the acquisition of revenue producing mining assets.

      We were operating as a development stage company without an operating
business until we acquired 100% of the shares of Sunspring, Inc., a Nevada
company, and Renewable Energy Corporation, a New Mexico company, on December 10,
2001. Subsequent to our inability to meet certain financing conditions as
defined within the acquisition agreements for the development of the
technologies owned by Sunspring Inc. and Renewable Energy Corporation, on
December 6, 2002, we returned all of the issued and outstanding shares of
Sunspring, Inc. and Renewable Energy Corporation in return for all of our Series
A and Series B Preferred Stock, which had been issued as a part of the purchase
price.

      By an Assignment of Purchase Option Agreement dated December 16, 2002, we
acquired an option to purchase all of the issued and outstanding shares of
Minera Real de Cosala SA de CV, a copper-silver mine located in the state of
Sinaloa, Mexico. On October 15, 2003 we announced in a Form 8-K and Press
Release that the option to purchase the copper-silver mine had expired as we had
been unsuccessful in closing a financing which was based on the sale of a rated
debenture within the allotted time period.

      On January 26, 2004, we announced that we had acquired an assignment of an
option to purchase all of the outstanding issued and common shares of Hunter
Gold Mining Corp., a Canadian corporation, which through its wholly owned US
subsidiary, Hunter Gold Mining Inc., which owned a 100% interest in the
Bates-Hunter Gold Mine and the Golden Gilpin Mill (the "Bates-Hunter Project")
located in Central City, Colorado. This option to purchase was assigned by a
significant shareholder of our Company. On July 26, 2004 we reported that we
were unable to finance the work programs as required within the terms of the
option agreement. Consequently, we returned the option to the optionor of the
property. In return, the optionor has forgiven the Company the $30,000 signing
fee and related expenses in conjunction with the proposed acquisition.


                                       14
<PAGE>

      On September 28, 2004 we entered into a Share Purchase Agreement and Plan
of Reorganization ("Reorganization Agreement") with Universal Food and Beverage
Company, a Delaware corporation ("Universal"), for the exchange of all the
outstanding shares and other equity based securities for shares of common stock,
$.01 par value, of our Company. Upon consummation of the share exchange,
Universal will become a wholly owned subsidiary of our Company and the
shareholders of Universal will become shareholders of our Company. The Universal
shareholders collectively will own the majority of the post-transaction company.
Consummation of the transactions under the Reorganization Agreement are
conditioned upon a number of typical conditions and several requirements
specific to the transaction, among which are a one (1)-for ten (10) reverse
stock split and changing our corporate name to "Universal Food and Beverage
Company," and a joinder of each of the Universal shareholders to the
Reorganization Agreement. We believe these provisions are desirable to
consolidate the outstanding float and to afford the company the opportunity to
consummate an acquisition of an operating company.

Subsequent to Quarter End
-------------------------

      On November 2, 2004, three beneficial and direct stockholders holding a
total aggregate of 12,253,406 shares of common stock, representing approximately
50.16% of the outstanding voting securities of the company, executed and
delivered to the Board written consents authorizing and approving the name
change and the reverse split at the rate of one share for every 10 shares of
common stock then outstanding. The consent of the majority shareholders is
contingent on the consummation of the acquisition.

Plan of Operation

      We continue to seek a new business opportunity or business combination and
are proceeding towards the acquisition of Universal. Once a business opportunity
or business combination has been identified, we will investigate and evaluate
the business opportunity or business combination. Should our company wish to
pursue any specific business opportunity or business combination, we will have
to comply with all applicable corporate and securities laws in order to complete
the acquisition of or merger with any such business opportunity.

      We will not acquire or merge with any entity which cannot provide audited
financial statements at or within a reasonable period of time after closing of
the proposed transaction. We are subject to all the reporting requirements
included in the Exchange Act. Included in these requirements is our duty to file
audited financial statements as part of our Form 8-K to be filed with the
Securities and Exchange Commission upon consummation of a merger or acquisition,
as well as our audited financial statements included in our annual report on
Form 10-K (or 10-KSB, as applicable).

      We will not restrict our search for any specific kind of businesses, but
may acquire a business which is in its preliminary or development stage, which
is already in operation, or in essentially any stage of its business life. It is
impossible to predict at this time the status of any business in which we may
become engaged, in that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other perceived
advantages which we may offer.


                                       15
<PAGE>

      A business combination with a target business will normally involve the
transfer to the target business of the majority of our common stock, and the
substitution by the target business of its own management and board of
directors.

      We have, and will continue to have, no capital with which to provide the
owners of business opportunities with any cash or other assets. However,
management believes we will be able to offer owners of acquisition candidates
the opportunity to acquire a controlling ownership interest in a company with
securities registered pursuant to Rule 12(g) of the Exchange Act. Our officer
and director has not conducted market research and is not aware of statistical
data to support the perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.

      We have yet to generate revenues from operating activities and there is a
substantial going concern issue as to whether we will ever be able to meet our
current operating and capital expenses. Since inception we have been dependent
on the sale of our equity securities and loans from affiliates to satisfy our
working capital requirements. We continue to have a working capital deficiency
that raises substantial concern regarding our ability to continue as a going
concern.

      Satisfaction of our cash obligations for the next 12 months. Presently, we
have no revenues and we cannot meet operating and capital expenses. We have
incurred operating losses since inception, and this is likely to continue
through fiscal 2004. Once we locate a suitable business opportunity or business
combination, we may seek to obtain equity and/or debt financing from third
parties to facilitate and complete the acquisition of such a business
opportunity or a suitable business combination. We may also issue shares of our
common stock as consideration for the acquisition of a suitable business
opportunity or a suitable business combination.

Going Concern

The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The ability of the Company to continue as a going concern is dependent
upon the ability in its endeavors to seek additional sources of capital, and in
attaining future profitable operations. The Company's future also will depend on
the nature and success of any acquired business and its demand for capital. The
accompanying financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

      We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operation,
liquidity, capital expenditures or capital resources that is material to
investors.


                                       16
<PAGE>

                                  Risk Factors

      An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and the other information in
this annual report and any other filings we have made in the past or that we may
make with the United States Securities and Exchange Commission in the future
before investing in our common stock. If any of the following risks occur, our
business, operating results and financial condition could be seriously harmed.
The trading price of our common stock could decline due to any of these risks,
and you may lose all or part of your investment.

We Have A History Of Losses And No Operating Results, Which Raises Substantial
Doubt About Our Ability To Continue As A Going Concern.

      We have suffered recurring losses and we have not generated any profit
since inception. At September 30, 2004, we had a stockholders' deficiency of
$258,031. We do not expect positive cash flow from operations in the near term
and there is no assurance that we will operate profitably or will generate
positive cash flow in the future.

      These circumstances raise substantial doubt about our ability to continue
as a going concern, as described in the explanatory paragraph to our independent
auditors' report on the December 31, 2003 consolidated financial statements,
which are included within the Form 10-KSB filed on April 15, 2004.

Our common stock is illiquid and the price of our common stock may be negatively
impacted by factors which are unrelated to our operations.

      Our common stock currently trades on a limited basis on the OTC Bulletin
Board and the Berlin Stock Exchange. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of
other companies, trading volume in our common stock, changes in general
conditions in the economy and the financial markets or other developments
affecting our competitors or us. In addition, the stock market is subject to
extreme price and volume fluctuations. This volatility has had a significant
effect on the market price of securities issued by many companies for reasons
unrelated to their operating performance and could have the same effect on our
common stock.

A decline in the price of our common stock could affect our ability to raise
further working capital and adversely impact our ability to continue our normal
operations.

      A prolonged decline in the price of our common stock could result in a
reduction in the liquidity of our common stock and a reduction in our ability to
raise capital. Because our operations have been primarily financed through the
sale of equity securities, a decline in the price of our common stock could be
especially detrimental to our liquidity and our operations. Such reductions
would force us to reallocate funds from other planned uses and would have a
significant negative effect on our business plans and operations, including our
ability to develop new products and continue our current operations. If our
stock price declines, there can be no assurance that we can raise additional
capital or generate funds from operations sufficient to meet our obligations. If
we are unable to raise sufficient capital in the future, we may not be able to
have the resources to continue our normal operations.


                                       17
<PAGE>

Our Articles of Incorporation and Bylaws and Nevada law contain provisions that
could delay or prevent a change of control and could limit the market price of
our common stock.

Our authorized capital stock consists of 100,000,000 shares of common stock and
25,000,000 shares of preferred stock. To date, our Series A, Series B and Series
C preferred stock has been designated. No shares of our Series A or Series B or
Series C preferred stock remain outstanding. Our board of directors, without any
action by stockholders, is authorized to designate and issue shares of preferred
stock in any class or series as it deems appropriate and to establish the
rights, preferences and privileges of these shares, including dividends,
liquidation and voting rights. The rights of holders of shares of preferred
stock that may be issued may be superior to the rights granted to the holders of
existing shares of our common stock. Further, the ability of our board of
directors to designate and issue such undesignated shares could impede or deter
an unsolicited tender offer or takeover proposal and the issuance of additional
shares having preferential rights could adversely affect the voting power and
other rights of holders of our common stock.

Trading of our stock may be restricted by the SEC's penny stock regulations
which may limit a stockholder's ability to buy and sell our stock.

      The Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be any equity security that has a market price
(as defined) less than $5.00 per share or an exercise price of less than $5.00
per share, subject to certain exceptions. Our securities are covered by the
penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors". The term "accredited investor" refers generally to
institutions with assets in excess of $5,000,000 or individuals with a net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouse. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

Since Our Shares Are Thinly Traded, And Trading On The OTC Bulletin Board May Be
Sporadic Because It Is Not An Exchange, Stockholders May Have Difficulty
Reselling Their Shares.


                                       18
<PAGE>

      Our common shares are currently listed for public trading on the Nasdaq
Stock Market, Inc.'s OTC Bulletin Board and the Berlin Stock Exchange. The
trading price of our common shares has been subject to wide fluctuations.
Trading prices of our common shares may fluctuate in response to a number of
factors, many of which will be beyond our control. The stock market has
generally experienced extreme price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of companies,
especially those with no current business operation. There can be no assurance
that trading prices and price earnings ratios previously experienced by our
common shares will be matched or maintained. These broad market and industry
factors may adversely affect the market price of our common shares, regardless
of our operating performance.

      In the past, following periods of volatility in the market price of a
company's securities, securities class-action litigation has often been
instituted. Such litigation, if initiated, could result in substantial costs for
us and a diversion of management's attention and resources.

Item 3. Controls and Procedures

      (a)   Roland Vetter, President and Chief Financial Officer of the Company
            evaluated the effectiveness of the design and operation of our
            disclosure controls and procedures, as such term is defined under
            Rule 13a-14(c) promulgated under the Securities Exchange Act of
            1934, as amended, as of June 30, 2004. Based on his evaluation, Mr.
            Vetter concluded that our disclosure controls and procedures are
            effective.

      (b)   There have been no significant changes (including corrective actions
            with regard to significant deficiencies or material weaknesses) in
            our internal controls or in other factors that could significantly
            affect these controls subsequent to the date of the evaluation
            referenced in paragraph (a) above.

PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

      None.

Item 2. Changes in Securities.

      Subsequent to the end of the quarter, the Class C Preferred Stock was
exchanged for 3,109,124 shares of common stock and cancelled.

Item 3. Defaults Upon Senior Securities.

      None.

Item 4. Submission of Matters to a Vote of Security Holders.

      None.


                                       19
<PAGE>

Item 5. Other Information.

      On July 21, 2004 the Company's board of directors accepted the resignation
of Andrew Schwab as Secretary and a Director of the Company.

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

      (a)   Exhibits
            --------

            31.1  Certification pursuant to Section 302 of the Sarbanes-Oxley
                  Act

            32.1  Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act

      (b)   Form 8-K
            ---------

      Form 8-K Current Reports

            a)    Form 8-K filed on July 29, 2004 - Returning the option to
                  purchase the Bates Hunter Gold Mine back to Ken Swaisland.

            b)    Form 8-K filed on October 1, 2004 - announcing the signing of
                  the Share Purchase Agreement and Plan of Reorganization with
                  universal Food and Beverage Company.


                                       20
<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.

CARDINAL MINERALS, INC.

/s/ Roland Vetter
---------------------------------
By:  Roland Vetter
President and Chief Financial Officer
Date:  December 9, 2004