910,735UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-KSB/A

Amendment No. 2

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|                                                               |                                                                                   
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------
|x                                                              | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|                                                               |                                                                                   
|For the fiscal year ended:December 31, 2007                   
|                                                               |                                                                                   
| ̈                                                              | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                               |                                                                                   
|For the transition period from: _____________ to _____________
|                                                              
|                                                              
|                                                       
|U.S. CANADIAN MINERALS, INC                                   
|(Name of small business issuer in its charter)                
|                                                       



|                                                       |  |              |  |                    
|------------------------------------------------------ |  | ------------ |  | -------------------
|Nevada                                                 |  | 000-25523    |  | 33-0843633         
|(State or Other Jurisdiction                           |  | (Commission  |  | (I.R.S. Employer   
|of Incorporation)                                      |  | File Number) |  | Identification No.)
|                                                       |  |              |  |                    
|                                                       |  |              |  |                    
|                                                       |  |              |  |                    
|#161  936 Peace Portal Drive
Blaine, Washington 98230
|(Address of Principal Executive Office) (Zip Code)    
|                                                       |  |              |  |                    
|                                                       |  |              |  |                    
|                                                       |  |              |  |                    
|                                                       |  |              |  |                    
|(702) 357-8722                                        
|(Registrants telephone number, including area code)  
|                                                      



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|--------------------------------------------------------------------------------------------------- | ---------------- | 
|Securities registered pursuant to Section 12(b) of the Act: None                                   
|                                                                                                    |                  | 
|                                                                                                    |                  | 
|Securities registered pursuant to Section 12(g) of the Act:Common Stock, par value $0.001 per share
|                                                                                                    | (Title of Class)



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|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | -- | 
|Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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







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|                                                                                                                                                                                                                                                
|Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements
|incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.                                                                                                                                                  | x      |    
|                                                                                                                                                                                                                                                
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                          |  ̈      | Yes | x | No
|                                                                                                                                                                                                                                                 |       
|State issuers revenue for its most recent fiscal year:                                                                                                                                                                                          | 25,524
|                                                                                                                                                                                                                                                



As of December 31, 2007 the aggregate market value of the voting common equity held by non-affiliates of the registrant was approximately $1,048,000 based on the closing trade reported on the Pink Sheets. Shares of common stock held by each officer and director and by each person who owns five percent or more of the outstanding common stock have been excluded from this calculation as such persons may be considered to be affiliated with the Company.



On December 31, 2007 the registrant had 2,995,279 shares of Common Stock, (0.001par value per share) issued and outstanding, and 129,849 shares of Series “A” preferred stock, (0.001par value per share); issued and outstanding.



Documents incorporated by reference: None



Transitional Small Business Disclosure Format: Yes  ̈ No x











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Index to Annual Report



U.S. CANADIAN MINERALS, INC.



Index to



RestatedAnnual Report of Form 10-KSB/A



For the Period Ended December 31, 2007



|           |                                                                                                                 |     
|---------- | --------------------------------------------------------------------------------------------------------------- | ----
|Part I     |                                                                                                                 | Page
|           |                                                                                                                 |     
|Item 1     | Description of Business                                                                                         | 3   
|Item 2     | Description of Property                                                                                         | 4   
|Item 3     | Legal Proceedings                                                                                               | 4   
|Item 4     | Submission of Matters to a Vote of Security Holders                                                             | 6   
|           |                                                                                                                 |     
|Part II    |                                                                                                                 |     
|           |                                                                                                                 |     
|Item 5     | Market for Common Equity and Related Stockholder Matters                                                        | 6   
|Item 6     | Management's Discussion and Analysis of Financial Condition or Plan of Operation                                | 10  
|Item 7     | Financial Statements                                                                                            | 16  
|Item 8     | Changes In and Disagreements With Accountants on Accounting and Financial Disclosure                            | 18  
|Item 8A    | Controls and Procedures                                                                                         | 18  
|Item 8B    | Other Information                                                                                               | 20  
|           |                                                                                                                 |     
|Part III   |                                                                                                                 |     
|           |                                                                                                                 |     
|Item 9     | Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act | 20  
|Item 10    | Executive Compensation                                                                                          | 22  
|Item 11    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  | 23  
|Item 12    | Certain Relationships and Related Transactions                                                                  | 24  
|Item 13    | Exhibits                                                                                                        | 24  
|Item 14    | Principal Accountants Fees and Services                                                                         | 26  
|           |                                                                                                                 |     
|Signatures | 26                                                                                                             
|           |                                                                                                                









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PART I



ITEM 1. DESCRIPTION OF BUSINESS



CORPORATE BACKGROUND

We are a development stage company.  Management has realized, since taking over control of the company in January 2006, that the COD mine is by far the best asset that the company owns due to the in ground valuations from the commercial appraisal completed in November 2006. Subsequently, the Gold Silver Lead Zinc and Copper prices have increased two to three fold. We are looking to attract either a major joint venture partner or a buyer to garner the best value for the company and its shareholders.  See Item 6, Management Discussion and Analysis - Plan of Operations for further information regarding the COD mine.



Intellectual Property



The nature of patent and trademark registration is very complex and requires legal expertise. To date, no applications have been prepared to patent any of the Companys assets or concepts.



Governmental Regulation



The Companys operations require licenses and permits from various governmental authorities.  The Company believes that it presently holds all licenses and permits required to carry on with present activities under applicable laws and regulations, and believes that it is complying at the present time in all material respects with the terms of such licenses and permits.  In order to commence additional operations the Company may be required to obtain additional licenses and permits, and there is no assurance that we will be able to do so.



The Company presently has no significant operations in the United States. However, the Company has investments in several U.S. properties. It is subject to the environmental regulations of jurisdictions outside the United States.  The Company believes that it is in compliance with all of these laws, and believes that the environmental impact of the Companys exploration activities will be minimal.  Should the Company's operations result in the removal of large amounts of rock or soil, it will likely have to remediate any environmental disruption caused by such activities.



Employees



At December 31, 2007, The Company has no employees as of the date of this report.









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At December 31, 2007, the Company had 2 consultants and contractors on staff. As of the date of this report, the Company has 2 consultants and contractors on staff.  The Company also looks to its directors and officers for their combined entrepreneurial skills and talents, and to outside subcontracted consultants. Management plans to use consultants, attorneys and accountants as necessary. The Companys performance and success is dependent on managements ability to raise the necessary funds required to develop, create and execute strategies for the Company.



The Company does not carry key person life insurance on any of its Directorial personnel. The loss of the services of any of its executive officers or other directors could have a material adverse effect on the business, results of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract highly qualified technical and managerial personnel.



There can be no assurance that the Company will be able to retain its key managerial and technical personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon the Company's business, results of operations and financial condition.



ITEM 2.  DESCRIPTION OF PROPERTY



In 2007, the Company occupied space rented by an officer. In September 2007, the Company moved to 8000 W. Spring Mountain Road, Suite  1041, Las Vegas, NV 89117. During 2004 the Company did not own any real property in the United States. The company had investment in other organizations which owned interests in real estate, including mineral and/or mining rights.



ITEM 3.  LEGAL PROCEEDINGS.



As disclosed on a previous Form 8-K, on Oct. 27, 2004, the Securities and Exchange Commission entered a formal order directing the investigation of the Company by the staff of the SEC. Pursuant to that formal order, the SEC staff commenced an investigation of the Company and issued subpoenas to the company, its officers and directors, and others having relationships with the company, which subpoenas required the production of documents and the giving of testimony. The Company and its officers and directors have produced documents and given testimony in cooperation with the investigation and intend to continue to cooperate fully in the future.



As disclosed on a previous Form 8-K, on March 14, 2006 the Company received a Wells Notice from the Securities and Exchange Commission (the SEC). The Company was notified that the SEC is considering bringing a civil action against the Company seeking a civil injunction, administrative remedies, disgorgement and penalties. The outcome of the matter is uncertain at this time. Since March 2006, management has responded to the Wells notice within the time period allotted. To date no proceedings have been brought by the SEC against the company.US Canadian Minerals Inc. (the Company) received a letter dated September 2, 2008 from the Securities and Exchange Commission (SEC) notifying the Company that the staff of the SEC had completed its investigation of the Company and does not intend to recommend any enforcement action against the Company.









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Pending or Threatened Litigation, Claims and Assessments (excluding unasserted claims and assessments)



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



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



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



James McFadden v. U.S. Canadian Minerals, Inc. - American Arbitration Assoc. No. 79 168 00084 05 MAGE



On or about May 26, 2005, James McFadden filed a demand for Arbitration before the American Arbitration Assoc. pursuant to the March 23, 2004 Agreement entered into between McFadden and U.S. Canadian whereby U.S. Canadian agreed to purchase from McFadden 25 million common shares of Juina Mining Corp. in exchange for: (i) 277,778 shares of common stock of U.S. Canadian; (ii) an option to repurchase the 277,778 U.S. Canadian shares at a price of $4.00 per share for a period of 1 year commencing on April 1, 2004; and (iii) a loan payment by U.S. Canadian to McFadden in the amount of $300,000 on or before April 30, 2004, for which McFadden was to pledge 75,000 of the above shares, post 90-1 conversion, as a security interest for the $300,000 loan. Subsequent of the execution of that March 2004 Agreement, McFadden alleges that U.S. Canadian participated with other Defendants in causing the promised U.S. Canadian shares to be sold illegally into the public market, nor did U.S. Canadian pay McFadden the $300,000 loan/payment. The Company does not admit such claims. The amount claimed in this matter was for $300,000. In 2007, the Company settled this matter without further adjudication by the outright transfer of an ownership interest in Juina Mining Company.



Stephen Issod v. U.S. Canadian Minerals, Inc. et al. - U.S. District Court Case No. CV-S-05-0939-KJDIJUJ



This matter was filed against U.S. Canadian Minerals, Inc. on August 5, 2005 alleging breach of royalty interests and payments due from diamonds mined from a Brazilian diamond mine. Specifically, Plaintiff's claim was for a 6.78% interest in the diamonds mined, and the verified Complaint estimated the diamonds worth over 50 million dollars. The Company did not admit or deny such claims. In 2007, the Company settled this matter without further adjudication by the outright transfer of an ownership interest in Juina.  Upon settlement, the Company retained no ownership interest in Juina Mining Company.



Subsequent Event  Post December 31, 2005



Subsequent to December 31, 2005, the issues discussed above regarding McFadden and Issod were satisfactorily settled. On Nov. 2, 2006 the Company agreed to the transfer of 471,000 shares of Juina Mining Company (post 350:1 rollback). At the time of the settlement Juina shares were trading on the Pink Sheets. The average volume of trading and average price per share in Juina commons shares in the month of October is considered undeterminable due to the fluctuation in the trading activity.  During that month, the high price per share was $4.00 and the low price per share was $1.30.  The high trading volume was 1000 shares and the low trading volume was zero shares.  In 2007, the Company effectuated the terms of the settlement agreement as the stock transfer to McFadden and Issod is complete.



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Index to Annual Report



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



On September 10, 2007 a majority of the shareholders of the corporation approved a reverse split of the Corporations common stock of up to 275 to 1. The final reverse split ratio effectuated on October 5, 2007 was 50 to 1. This reduced the issued and outstanding of the common shares of the Corporation from 147,263,982 common shares to 2,945,279 common shares. There was no change to the amount of common stock the Corporation is authorized to issue. Authorized issuance remains at 200 Million common shares.



PART II



ITEM 5. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.



The Company's stock was quoted on the pink sheets under the stock symbol USCN and is now trading under the stock symbol USCN.



The following table sets forth the high and low bid prices of the Company's common stock for each quarter shown, as provided by the NASDAQ Trading and Market Services Research Unit. Quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not represent actual transactions.



|                                 |        |        
|-------------------------------- | ------ | -------
|                                 |        |        
|FISCAL 2005                      | HIGH   | LOW    
|Quarter Ended March 31, 2005     | $2.70  | $0.65  
|Quarter Ended June 30, 2005      | $1.09  | $0.39  
|Quarter Ended September 30, 2005 | $0.65  | $0.32  
|Quarter Ended December 31, 2005  | $0.53  | $0.20  
|                                 |        |        
|FISCAL 2006                      |        |        
|Quarter Ended March 31, 2006     | $0.26  | $0.05  
|Quarter Ended June 30, 2006      | $0.16  | $0.07  
|Quarter Ended September 30, 2006 | $0.12  | $0.02  
|Quarter Ended December 31, 2006  | $0.15  | $0.001 
|                                 |        |        
|FISCAL 2007                      |        |        
|Quarter Ended March 31, 2007     | $0.09  | $0.03  
|Quarter Ended June 30, 2007      | $0.04  | $0.0001
|Quarter Ended September 30, 2007 | $0.035 | $0.005 
|Quarter Ended December 31, 2007  | $0.35  | $0.005 









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At December 31, 2007, the company had 2,995,279 common shares issued and outstanding, and 129,849 preferred series A shares issued and outstanding. The Company has not paid dividends in prior years and has no plans to pay dividends in the near future. The company intends to reinvest its earnings, if any are achieved, in the continued development and operations of its business. Any payment of dividends would depend upon the companys patterns of growth, profitability, financial conditions, and such other factors as the Board of Directors may deem relevant.



Penny Stock



The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (a)









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Index to Annual Report



contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer: (a) with bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.



These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling our securities.



Holders of Our Common Stock



As of December 31, 2007, we had approximately 5,600 holders of record of our common stock and several other stockholders hold shares in street name.



Dividends



There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:



| |    |                                                                                             
| | -- | --------------------------------------------------------------------------------------------
| | 1. | We would not be able to pay our debts as they become due in the usual course of business; or



| |    |                                                                                                                                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.



There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends.



Securities Authorized for Issuance Under Equity Compensation Plans



We currently do not have any equity compensation plans in place.







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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities



Shares issued in 2007 were exempt from registration under Section 4(2) of the Securities Act as transactions not involving a public offering.



PREFERRED STOCK - SERIES A



The Company is authorized to issue 1,000,000 shares of its $0.001 par value Series A, B and C preferred stock.



Issuance of preferred stock in 2007.

NONE

Subsequent to December 31, 2007:



On April 23, 2008 the Company issued 20,000 preferred A shares for services



COMMON STOCK



The Company is authorized to issue 200,000,000 shares of its $0.001 par value common stock.







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Index to Annual Report





On January 26, 2007 the Company issued 25,999 Preferred A for services.



On January 26, 2007 the Company issued 339,167 common shares for services.



On February 5, 2007 the Company cancelled 39,626,500 shares in agreement with a shareholder.



On February 9, 2007 the Company issued 3,900,400 common shares for services.



On February 15, 2007 the Company issued 2,000,000 shares for services.



On June 7, 2007 the Company issued 71,620,688 common shares for services.



Subsequent to December 31, 2007:



On April 23, 2008 the Company issued 1,551,600 common shares for conversion of 15,516 preferred A shares

On June 19, 2008 the Company issued 28,000 common shares for cash.

On June 19, 2008 the Company issued 50,000 shares for repayment of debt.

On June 19, 2008 the Company issued 30,000 common shares for services.











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ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION, INCLUDING SUBSEQUENT EVENTS.



Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.



Plan of Operation



(i) GENERAL



COD Mine



On May 11, 2004, the Company entered into a joint venture agreement with El Capitan Precious Metals Inc. to acquire 100% ownership of the COD mine and claims located in Kingman Arizona. The Company was required to contribute 720,000 shares of its common stock to acquire the mine. This joint venture agreement entitled El Capitan Precious Metals Inc to receive 20%.



Management have realized since taking over control of the company in Jan 2006 that the COD mine is by far the best asset that the company owns due to the in ground valuations from the commercial appraisal completed in November 2006. Subsequently, the Gold Silver Lead Zinc and Copper prices have increased two to three fold. We are looking to attract either a major joint venture partner or a buyer to garner the best value for the company and its shareholders.



In November 2006 the Company was provided an outside commercial appraisal of COD mine valuing it at $6,800,000. The reserves in the November 2006 appraisal were estimated to yield in ground values of approximately $229,000,000 and eventual recovery of $187,000,000 in revenues, these reserves are broken down between Proven Probable and Possible. The estimated reserves at March 2008 metal prices were estimated to yield in ground values of approximately $615,549,550 and eventual recovery of $502,653,940 in revenues. These estimates were based on gold (22% of total values), silver (28.4%), lead (15.5%), zinc (25.0%), as well as copper (4.0%) prices at March 3, 2008. The reserves are purported to have not been depleted since the date of appraisal. No minerals were produced during the twelve months ended December 31, 2007.







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Auditor



On March 14, 2008 the Company issued an 8K stating that Ronald Serota CPA resigned as auditor and that Blackwing Group LLC, a Missouri PCAOB registered CPA firm were signed on as auditors for the Company.



Durangoro



The Company owned a majority interest in Durango Oro, S.A., Compania Minera with offices located at Circunvalacion Norte, #511, Machala El Oro, Ecuador.  Such offices are shared with Santa Fe Mining Company, S.A., an Ecuador company in which we own 80%. Santa Fe owns the mineral processing plant and land known as Buza.  In 2005, the Company did not have managerial control of Durango Oro.  A mineral processing plant, known as Durango I, was operated by Durango Oro in Ecuador.  In 2005, the Company acquired another mineral processing plant known as Durango II.  The Durango I was operational at the time on-site auditing field work was completed in Ecuador in May, 2006. At Sept. 30, 2005, these processing plants were wholly owned, but not controlled, by the Company, and are investments rather than subsidiaries.  Subsequent to 2005, the Company closed its processing plant and eventually sold our interest in June, 2007.



Yellow River Mining



In April 2005, the Company entered into an agreement to sell its interest in the Yellow River Mining Company, S.A.  The Company closed on its sale of its 80% interest in Yellow River Mining Company., S.A., an Ecuador corporation.  Such property was previously owned by Juina Mining Corporation, in which the Company owned a majority interest.  The cost basis of the Companys interest in the Yellow River Mining Company, S.A. is $151,000. Nevada Minerals, a related party and controlling shareholder, paid the Company $800,000, which included the assumption of debt owed by the Company to the buyer.  In addition, the Company (through the Durango Oro, S.A. company) retained the processing plant and land located at Durango I.  At closing, Nevada Minerals Inc. paid various obligations of Yellow River Mining Company, including bank fees, unpaid salaries and bonuses to its Ecuadorian employees and managers, and financial obligations for processing plant equipment.  In 2005 the Company received no net proceeds from the sale of such property and the Company no longer has any financial interest in the Yellow River Mining Company, S.A.  By September 2005, the Company began operations of the Durango I processing plant and incurred its own costs associated with such operations.  At that time, the buyer of its extracted gold and tailings containing gold and other minerals was the Yellow River Mining Company, which continued to process the tailings in order to extract the remaining minerals.  By 2006 the Durango I processing plant was selling its gold, tailings and other minerals to other individuals and companies. Subsequently, the Company ceased operating its Durango processing plant and such asset was sold in June, 2007.







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Langley Park Investment Trust



The Company also entered into a stock purchase agreement to sell 1,714,000 shares of common stock to an unrelated party at the average per share price of the closing bid of the Company's common stock for the 10 trading days immediately proceeding July 30, 2004. The acquiring entity was to use its shares as consideration for the purchase.  On August 8, 2004 the company issued 1,714,000 shares to Langley Park Investment Trust (LPIT) in exchange for shares of Langley Park Investment Trust. Langley Park Investment Trust is a mutual fund traded on the London AIM exchange investing primarily in microcap mining stocks. The company received 4,958,896 shares of LPIT in exchange for 1,714,000 shares of company stock. In 2005 the company sold 2,479,448shares leaving 2,479,448 shares of LPIT in escrow upon which LPIT held a call option exercisable at 1 pence per share if the companys stock decreased in value by an agreed upon percentage. Due to the precipitous decline of the value of the companys stock in 2005 this option became exercisable in October, 2006. LPIT called the stock at 1 pence per share as per the 2004 acquisition agreement. At April 21, 2006 the Company owned 2,479,448 shares in escrow.  Subsequently, in 2006, LPI called such shares at this amount, and the Company owns no shares of LPI trust.



Santa Fe Mining, S.A.



In 2005 the company formed an Ecuadorian subsidiary, Santa Fe Mining, S.A. of which the company is 80% owner. Santa Fe Mining, S.A. has a flotation processing plant in Buza, El Oro, Ecuador. The plant remained in construction throughout 2005. To date the plant has not been operational. The plant has 3 flotation tanks, a semi autogenous ball mill, hopper and conveyor system and is capable of processing up to 50 tons per day of ore, once additional capital equipment has been installed. The plant has approximately one hectare of land and a residential house on the property. The property is surrounded by a concrete wall and metal fencing. The plant has 24 hour security onsite. The company did not complete construction of the processing plant, and subsequently disposed of the facility in 2007.



Ecuador Mineral Rights



On April 8, 2005 the Company acquired mineral rights to 5,616 hectares of land in Ecuador for $11,000 cash and 200 shares of restricted stock. The property is located near the Yellow River and Santa Fe processing plants. The property has a number of existing mineshafts on the land from which gold bearing ore has been previously produced. These mineral rights were subsequently lost in 2006 due to failure to pay taxes.









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(ii) RESULTS OF OPERATIONS



In 2007 the Company was engaged in development stage activities. The Company continued to invest in the mining operations and activities described above, which included an operating processing plant and mine within the Durango Oro S.A. / Yellow River Mining Company S.A. properties.  The Company had revenues of $25,524.  For the year ended December 31, 2007, the company incurred a loss in the amount of $20,202 compared to a net loss of $811,523 in the previous year. Most of the expenses incurred both years were for office and administrative and consulting fees provided to the Company for the purpose of increasing the Companys business presence and efforts to develop, and later in 2007 to implement, its business plan. For the 2007 fiscal year, the Company expended $265,710 for professional fees, travel and entertainment, and administration costs.   The costs were financed by the sale of mineral properties.



Liquidity and Capital Resources



The Company has had to rely on funds received from liquidating its mineral properties and loans from related parties. During the year ended December 31, 2006, cash received from the sale of mineral properties was $62,227. During the year ended December 31, 2007, $22,138 was received from related party loans.



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



The Company has earned no significant revenue or profits to date and has disposed of its mining operations in 2007



As of December 31, 2007, the Company had cash on hand of $4,707 compared to $7,771 as December 31, 2006.









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Index to Annual Report



For the fiscal year, 2007, the Company incurred a loss in the amount of $651,143 (see note 6 to revised financial statement)and $118,563 for 2006. Both years losses are a result of organizational expenses and expenses associated with setting up a Company structure in order to begin implementing its business plan. The Company anticipates that until these procedures are completed, it will not generate revenues, and may continue to operate at a loss thereafter, depending upon the performance of the business.  In 2007, upon the sale of its interest in the Santa Fe Mining Company, S.A. the company abandoned its business plan as to the conduct of mining interests in Ecuador.  The Company is concentrating its efforts in potential mining activities in Chile and at the COD Mine location in Kingman, Arizona. The Company continues to seek joint ventures, capital infusions, and the best quality properties we can find in order to move forward towards becoming a revenue producing operation.



During the period from February 4, 1999 (date of inception) through December 31, 2007, the Company has incurred an accumulated net loss of $22,695,375 (see note 6 to revised financial statement)and has not attained profitable operations. The Company is dependent upon obtaining adequate financing to enable it to pursue its business plan and manage its operations so that they are profitable.



As shown in the accompanying financial statements, the Company had revenue of $25,524 from operations in 2007.  Revenues were reported within the Durango Oro, S.A. and Yellow River Mining Company S.A. operations in which we maintained an investment.  However, the revenues were completely offset by expenses and the value of our investments continued to be impaired from 2006 to 2007.  The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its services. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.



(iii) The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.



The Company has entered into no agreements or material transactions subsequent to December 31, 2007, through the date of the independent auditor's report.



Management has been successful in raising sufficient funds to cover the Companys immediate expenses including the cost of auditing and filing past due required documents for 2004 to 2007 and has also negotiated settlements on pending lawsuits.



The Company as a whole may continue to operate at a loss for an indeterminate period\, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors.  However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all.  Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. As of December 31, 2007, the Company was authorized to issue 200 million shares of common stock.







14









---

Index to Annual Report



Going Concern



As of the date of this report, we may require additional capital for our operational activities and our ability to raise capital through future issuances of common stock is unknown. Obtaining additional financing and attaining profitable operations are necessary for us to continue operations. The audited financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties.



Critical Accounting Policies



In December 2001, the SEC requested that all registrants list their three to five most critical accounting polices in the Management Discussion and Analysis. The SEC indicated that a critical accounting policy is one which is both important to the portrayal of a companys financial condition and results, and requires managements most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We believe that the following accounting policies fit this definition:



Revenue recognition.  The Company had revenues of $25,524 during 2007.



Receivables.  In 2007 and 2006, the Company had no accounts receivable.



Inventory.  In 2007 and 2006, the Company had no inventory



Stock-based compensation - The Company accounts for its stock options under SFAS 123(R).



In order to determine compensation on options issued to consultants, and employees options, the fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. The Company estimates the requisite service period used in the Black-Scholes calculation based on an analysis of vesting and exercisability conditions, explicit, implicit, and/or derived service periods, and the probability of the satisfaction of any performance or service conditions. The Company also considers whether the requisite service has been rendered when recognizing compensation costs. The Company does not consider market conditions to be vesting conditions and an award is not deemed to be forfeited solely because a market condition is not satisfied.







15











---

U.S. CANADIAN MINERALS, INC.

(A Development Stage Company)





RESTATEDFINANCIAL STATEMENTS





December 31, 2007 and 2006



























































---



















C O N T E N T S





Report of Independent Registered Public Accounting Firm.... 3



Balance Sheets. 4



Statements of Operations...5



Statements of Stockholders Equity (Deficit)..6-8



Statements of Cash Flows.. 9



Notes to the Financial Statements..10























---

































ITEM 7. FINANCIAL STATEMENTS.



|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|----------------------------- |  |  |  |  |  |  |  |  |  |  | ------------ | ------------ | - | -----
|U.S. CANADIAN MINERALS, INC. 
|(A Development Stage Company)
|Restated Balance Sheets      
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|ASSETS                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                              |  |  |  |  |  |  |  |  |  |  | December 31, | December 31,
|                              |  |  |  |  |  |  |  |  |  |  | 2007         | 2006        
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|CURRENT ASSETS                |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Cash                          |  |  |  |  |  |  |  |  |  |  | $            | 4,707        | $ | 7,771
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Total Current Assets          |  |  |  |  |  |  |  |  |  |  |              | 4,707        |   | 7,771
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                              |  |  |  |  |  |  |  |  |  |  |              |              |   |      







---



|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  | ------------ | ------------ | - | -----
|TOTAL ASSETS                                            |  |  |  |  |  |  |  |  |  |  | $            | 4,707        | $ | 7,771
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                                                        |  |  |  |  |  |  |  |  |  |  | December 31, | December 31,
|                                                        |  |  |  |  |  |  |  |  |  |  | 2007         | 2006        
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|CURRENT LIABILITIES                                     |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Accounts payable and accrued expenses                   |  |  |  |  |  |  |  |  |  |  | $            | -            | $ | -    
|Due to related parties                                  |  |  |  |  |  |  |  |  |  |  |              | 22,138       |   | -    
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Total Current Liabilities                               |  |  |  |  |  |  |  |  |  |  |              | 22,138       |   | -    
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|LONG TERM LIABILITIES                                   |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Due to related parties - long term                      |  |  |  |  |  |  |  |  |  |  |              | -            |   | -    
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Total Liabilities                                       |  |  |  |  |  |  |  |  |  |  |              | 22,138       |   | -    
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|STOCKHOLDERS' EQUITY (DEFICIT)                          |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|                                                        |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|Preferred stock - Series A; $0.001 par value;           |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|1,000,000 shares authorized; 129,849 and 184,235 shares |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|issued and outstanding,respectively                     |  |  |  |  |  |  |  |  |  |  |              | 131          |   | 185  
|Common stock - Series A; $0.001 par value;              |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|200,000,000 shares authorized; 2,998,237 and 2,149,102  |  |  |  |  |  |  |  |  |  |  |              |              |   |      
|shares issued and outstanding,respectively              |  |  |  |  |  |  |  |  |  |  |              | 2,998        |   | 2,149







---



|                                                                           |  |  |  |  |  |  |  |  |  |  |   |              |   |             
|-------------------------------------------------------------------------- |  |  |  |  |  |  |  |  |  |  | - | ------------ | - | ------------
|Treasury stock                                                             |  |  |  |  |  |  |  |  |  |  |   | 1,000        |   | 1,000       
|Additional paid-in capital                                                 |  |  |  |  |  |  |  |  |  |  |   | 22,673,814   |   | 22,048,670  
|Accumulated deficit                                                        |  |  |  |  |  |  |  |  |  |  |   | (22,695,375) |   | (22,044,232)
|                                                                           |  |  |  |  |  |  |  |  |  |  |   |              |   |             
|Total Stockholders' Equity (Deficit)                                       |  |  |  |  |  |  |  |  |  |  |   | (17,431)     |   | 7,771       
|                                                                           |  |  |  |  |  |  |  |  |  |  |   |              |   |             
|TOTAL LIABILITIES AND STOCKHOLDERS'                                        |  |  |  |  |  |  |  |  |  |  |   |              |   |             
|EQUITY (DEFICIT)                                                           |  |  |  |  |  |  |  |  |  |  | $ | 4,707        | $ | 7,771       
|                                                                           |  |  |  |  |  |  |  |  |  |  |   |              |   |             
|Note: For red highlighted items see note 6                                
|The accompanying notes are an integral part of these financial statements.
|4                                                                         
|                                                                           |  |  |  |  |  |  |  |  |  |  |   |              |   |             







---



|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|---------------------------------------- |  | - |  | --------- |  | --------- |  |  | ------------------ | --------- | --------- | ------------ | -------------- | -----------
|U.S. CANADIAN MINERALS, INC.            
|(A Development Stage Company)           
|Restated Statements of Operations       
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              | From Inception
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              | on January 1, 
|                                         |  |   |  |           |  |           |  |  | For the Year Ended |           |           | 2004 Through
|                                         |  |   |  |           |  |           |  |  | December 31,       |           |           | December 31,
|                                         |  |   |  |           |  |           |  |  | 2007               | 2006      | 2007     
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|REVENUES                                 |  |   |  |           |  |           |  |  | $                  | 25,524    | $         | -            | $              | 133,524    
|COST OF REVENUES                         |  |   |  |           |  |           |  |  |                    | -         |           | -            |                | -          
|GROSS MARGIN                             |  |   |  |           |  |           |  |  |                    | 25,524    |           | -            |                | 133,524    
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|OPERATING EXPENSES                       |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|General and administrative               |  |   |  |           |  |           |  |  |                    | 891,651   |           | 186,607      |                | 7,286,351  
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|Total Operating Expenses                 |  |   |  |           |  |           |  |  |                    | 891,651   |           | 186,607      |                | 7,286,351  
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|INCOME (LOSS) FROM OPERATIONS            |  |   |  |           |  |           |  |  |                    | (866,127) |           | (186,607)    |                | (7,152,827)
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|OTHER INCOME AND (EXPENSE)               |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|Interest expense                         |  |   |  |           |  |           |  |  |                    | -         |           | (30,036)     |                | (244,951)  
|Gain on sale of assets                   |  |   |  |           |  |           |  |  |                    | 214,984   |           | -            |                | 256,873    
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|Total Other Income (Expense)             |  |   |  |           |  |           |  |  |                    | 214,984   |           | (30,036)     |                | 11,922     
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|LOSS FROM CONTINUING OPERATIONS          |  |   |  |           |  |           |  |  | (651,143)          |           | (216,643) |              | (7,140,905)   
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|GAIN (LOSS) FROM DISCONTINUED OPERATIONS |  | - |  | (594,052) |  | (537,986)
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            
|NET LOSS                                 |  |   |  |           |  |           |  |  | $                  | (651,143) | $         | (810,695)    | $              | (7,678,891)
|                                         |  |   |  |           |  |           |  |  |                    |           |           |              |                |            







---



|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|-------------------------------------------------------------------------- |  |  |  |  |  |  |  |  | - | --------- | - | --------- |  | 
|BASIC LOSS PER SHARE                                                       |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|Continuing Operations                                                      |  |  |  |  |  |  |  |  | $ | (0.2324)  | $ | (0.1023)  |  | 
|Discontinued Operations                                                    |  |  |  |  |  |  |  |  | $ | 0.0000    |   | (0.2806)  |  | 
|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|WEIGHTED AVERAGE NUMBER                                                    |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|OF SHARES OUTSTANDING                                                      |  |  |  |  |  |  |  |  |   | 2,801,631 |   | 2,117,240 |  | 
|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|Note: For red highlighted items see note 6                                
|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|The accompanying notes are a integral part of these financials statements.
|5                                                                         
|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 
|                                                                           |  |  |  |  |  |  |  |  |   |           |   |           |  | 







---



|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |             |  |  |  |  |  |  | 
|----------------------------------------------------- | --------------- | ------------ | ------- | -------- | ----------- | ----- | ---------- | ---------- | - | ----- | - | ------------ | - | ----------- |  |  |  |  |  |  | 
|U.S. CANADIAN MINERALS, INC.                         
|(A Development Stage Company)                        
|Restated Statements of Stockholders' Equity (Deficit)
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|                                                      |                 |              |         |          |             |       | Additional |            |   |       |   |             
|                                                      | Preferred Stock | Common Stock | Paid-In | Treasury | Accumulated |       |           
|                                                      | Shares          | Amount       | Shares  | Amount   | Capital     | Stock | Deficit    | Total     
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Balance at January 1, 2004                            | 477,500         | $            | 477     | 26,709   | $           | 27    | $          | 13,809,334 | $ | -     | $ | (15,016,484) | $ | (1,206,646)
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Issuance of preferred shares                          |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|for services                                          | 114,000         |              | 114     | -        |             | -     |            | 57,342     |   | -     |   | -            |   | 57,456     
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Issuance of common shares                             |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|for services                                          | -               |              | -       | 56,776   |             | 57    |            | 1,584,440  |   | -     |   | -            |   | 1,584,497  
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Issuance of common shares for                         |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|conversion of preferred shares                        | (254,050)       |              | (254)   | 259,700  |             | 260   |            | 7,543      |   | -     |   | -            |   | 7,549      
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Cancellation of shares                                | (140,000)       |              | (140)   | (1,890)  |             | (2)   |            | 142        |   | -     |   | -            |   | 0          
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Issuance of preferred stock                           |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|for acquisition of mineral rights                     | 330,000         |              | 330     | -        |             | -     |            | (156,746)  |   | -     |   | -            |   | (156,416)  
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Fractional shares issued                              | -               |              | -       | 11       |             | -     |            | 1,038      |   | -     |   | -            |   | 1,038      
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Issuance of common stock for cash                     | -               |              | -       | 185,550  |             | 186   |            | 3,283,515  |   | -     |   | -            |   | 3,283,701  
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Issuance of common shares                             |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|for acquisition of mineral rights                     | -               |              | -       | 841,249  |             | 841   |            | 3,140,946  |   | 1,000 |   | -            |   | 3,142,787  
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|Netloss for the year ended                            |                 |              |         |          |             |       |            |            |   |       |   |              |   |            
|through December 31, 2004                             | -               |              | -       | -        |             | -     |            | -          |   | -     |   | (5,226,338)  |   | (5,226,338)
|                                                      |                 |              |         |          |             |       |            |            |   |       |   |              |   |            







---



|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |           |  |  |  |  |  |  | 
|-------------------------------------------------------------------------- | --------- |  | ----- | --------- |  | ----- |  | ---------- |  | ----- |  | ------------ |  | --------- |  |  |  |  |  |  | 
|Balance, December 31, 2004                                                 | 527,450   |  | 527   | 1,368,106 |  | 1,368 |  | 21,727,554 |  | 1,000 |  | (20,242,822) |  | 1,487,627
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Fractional shares issued                                                   | -         |  | -     | 1,078     |  | 1     |  | (1)        |  | -     |  | -            |  | 0        
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common shares for                                              |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|conversion of preferred shares                                             | (301,700) |  | (301) | 609,400   |  | 609   |  | (308)      |  | -     |  | -            |  | 0        
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Recission of common stock                                                  | -         |  | -     | (17,000)  |  | (17)  |  | (879,483)  |  | -     |  | -            |  | (879,500)
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common stock                                                   |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|for services                                                               | -         |  | -     | 1,000     |  | 1     |  | 40,499     |  | -     |  | -            |  | 40,500   
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common stock for cash                                          | -         |  | -     | 86,251    |  | 86    |  | 921,215    |  | -     |  | -            |  | 921,301  
|The accompanying notes are an integral part of these financial statements. |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|6                                                                          |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common shares                                                  |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|for acquisition of mineral rights                                          | -         |  | -     | 2,791     |  | 3     |  | 44,997     |  | -     |  | -            |  | 45,000   
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Recission of common stock                                                  |           |  |       | (16,560)  |  | (17)  |  | (811)      |  |       |  |              |  | (828)    
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Net loss for the year                                                      |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|ended December 31, 2005                                                    | -         |  | -     | -         |  | -     |  | -          |  | -     |  | (990,715)    |  | (990,715)
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Balance, January 1, 2006                                                   | 225,750   |  | 226   | 2,035,065 |  | 2,035 |  | 21,853,662 |  | 1,000 |  | (21,233,537) |  | 623,386  
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common stock for cash                                          |           |  |       | 10,000    |  | 10    |  | 19,990     |  |       |  |              |  | 20,000   
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common stock for cash                                          |           |  |       | 6,400     |  | 6     |  | 14,994     |  |       |  |              |  | 15,000   
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common shares for                                              |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|conversion of preferred shares                                             | (121,515) |  | (121) | 24,303    |  | 24    |  | 97         |  |       |  |              |  | 0        
|                                                                           |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|Issuance of common shares                                                  |           |  |       |           |  |       |  |            |  |       |  |              |  |          
|for services                                                               |           |  |       | 40,000    |  | 40    |  | 99,960     |  |       |  |              |  | 100,000  







---



|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |         |  |  |  |  |  |  | 
|-------------------------------------------------------------------------- | ------- | - | --- | --------- | - | ----- | - | ---------- | - | ----- | - | ------------ | - | ------- |  |  |  |  |  |  | 
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Issuance of common stock for cash                                          |         |   |     | 33,333    |   | 33    |   | 59,967     |   |       |   |              |   | 60,000 
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Issuance of prefered stock                                                 |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|for services                                                               | 40,000  |   | 40  |           |   |       |   |            |   |       |   |              |   | 40     
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Issuance of prefered stock                                                 |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|for services                                                               | 40,000  |   | 40  |           |   |       |   |            |   |       |   |              |   | 40     
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Net loss for the year                                                      |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|ended December 31, 2006                                                    | -       |   | -   | -         |   | -     |   | -          |   | -     |   | -            |   | -      
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Balance, December 31, 2006                                                 | 184,235 | $ | 185 | 2,149,102 | $ | 2,149 | $ | 22,048,670 | $ | 1,000 | $ | (21,233,537) | $ | 818,467
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Cancellation of common shares                                              |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|issued for services                                                        | -       |   | -   | (12,560)  |   | (13)  |   | 13         |   | -     |   | -            |   | 0      
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|Issuance of prefered stock                                                 |         |   |     |           |   |       |   |            |   |       |   |              |   |        
|for services                                                               | 9,333   |   | 9   |           |   |       |   |            |   |       |   |              |   | 9      
|The accompanying notes are an integral part of these financial statements.
|7                                                                         
|                                                                           |         |   |     |           |   |       |   |            |   |       |   |              |   |        







---



|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|-------------------------------------------------------------------------- | -------- | - | ------ | --------- | -- | ----- | ------- | --------- | - | ----- | - | ------------ | ------- | ---------
|Issuance of common stock                                                   |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|for services                                                               |          |   |        | 6,783     |    | 7     |         | 9,302     |   |       |   |              |         | 9,309    
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of prefered stock                                                 |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|for services                                                               | 16,666   |   | 17     |           |    |       |         |           |   |       |   |              |         | 17       
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Recission of common stock                                                  |          |   |        | (780,010) |    | (780) |         | 780       |   |       |   |              |         | 0        
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of common stock                                                   |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|bonus for recession of Nevada minerals stock                               |          |   | 78,008 |           | 78 |       | 205,409 |           |   |       |   |              | 205,487
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of common stock                                                   |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|for services                                                               |          |   |        | 40,000    |    | 40    |         | 109,175   |   |       |   |              |         | 109,215  
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of common shares for                                              |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|conversion of preferred shares                                             | (79,885) |   | (80)   | 83,500    |    | 84    |         | (4)       |   |       |   |              |         | -        
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of common stock                                                   |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|for services                                                               |          |   |        | 53,103    |    | 53    |         | 13,222    |   |       |   |              |         | 13,276   
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of common stock                                                   |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|stock based compensation                                                   |          |   |        | 689,655   |    | 690   |         | 143,624   |   |       |   |              |         | 144,314  
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of commons stock                                                  |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|stock based compensation                                                   |          |   |        | 689,655   |    | 690   |         | 143,624   |   |       |   |              |         | 144,314  
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Issuance of common shares for                                              |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|conversion of preferred shares                                             | (500)    |   | (1)    | 1,000     |    | 1     |         | (1)       |   |       |   |              |         | -        
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Net loss for the year                                                      |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|ended December 31, 2007                                                    | -        |   | -      | -         |    | -     |         | -         |   | -     |   | -            |         | -        
|                                                                           |          |   |        |           |    |       |         |           |   |       |   |              |         |          
|Balance, December 31, 2007                                                 | 129,849  | $ | 131    | 2,998,237 | $  | 2,998 | $       | 2,673,814 | $ | 1,000 | $ | (21,233,537) | $       | 1,444,407
|Note: For red highlighted items see note 6                                
|The accompanying notes are an integral part of these financial statements.







---



|                                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|------------------------------------------- |  |  |  |  |  |  |  |  | ------------------- | --------- | ---- | ------------ | -------------- | -----------
|                                           
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|U.S. CANADIAN MINERALS, INC.               
|(A Development Stage Company)              
|Restated Statements of Cash Flows          
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              | From Inception
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              | on January 1, 
|                                            |  |  |  |  |  |  |  |  | For the Years Ended |           |      | 2004 Through
|                                            |  |  |  |  |  |  |  |  | December 31,        |           |      | December 31,
|                                            |  |  |  |  |  |  |  |  | 2007                | 2006      | 2007
|CASH FLOWS FROM   OPERATING ACTIVITIES      |  |  |  |  |  | 
|Net loss                                    |  |  |  |  |  |  |  |  | $                   | (651,143) | $    | (216,643)    | $              | (7,084,839)
|Discontinued operations                     |  |  |  |  |  |  |  |  |                     | -         |      | (594,052)    |                | (1,265,877)
|Adjustments to reconcile net loss to        |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|net cash used by operating activities:      |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|Depreciation expense                        |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | 14,976     
|Changes in operating assets and liabilities |  |  |  |  |  |  |  |  |                     |          
|(Increase) decrease in deposits             |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | (5,227)    
|Increase (decrease) in accounts payable     |  |  |  |  |  |  |  |  |                     |           |      |              |               
|and accrued expenses                        |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | 386,900    
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|Net Cash Used by                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|Operating Activities                        |  |  |  |  |  |  |  |  |                     | (651,143) |      | (810,695)    |                | (7,954,067)
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|CASH FLOWS FROM INVESTING ACTIVITIES        |  |  |  |  |  |  |  |  |                     |          
|Additions to property and equipment         |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | (1,785,299)
|Loans made                                  |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | (915,239)  
|Proceeds from mineral properties            |  |  |  |  |  |  |  |  |                     | -         |      | 62,227       |                | 551,227    
|Proceeds from investments                   |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | 704,783    
|Additions to investments                    |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | (1,517,163)
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|Net Cash Used by Investing Activities       |  |  |  |  |  |  |  |  |                     | -         |      | 62,227       |                | (2,961,691)
|                                            |  |  |  |  |  |  |  |  |                     |           |      |              |                |            
|CASH FLOWS FROM FINANCING ACTIVITIES        |  |  |  |  |  |  |  |  |                     |          
|Proceeds from loans                         |  |  |  |  |  |  |  |  |                     | 22,138    |      | 554,334      |                | 2,241,419  
|Repayment of loans                          |  |  |  |  |  |  |  |  |                     | -         |      | -            |                | (140,936)  







---



|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|-------------------------------------------------------------------------- |  |  |  |  |  |  | - |  | ------ | ------- | --------- | ------- | - | ----------
|Recission of common stock                                                  |  |  |  |  |  |  |   |  |        | -       |           | -       |   | (879,500) 
|Stock based compensation                                                   |  |  |  |  |  |  |   |  |        | 494,115 |           | 80      |   | 1,025,976 
|Stock  issued for services                                                 |  |  |  |  |  |  |   |  |        | 131,826 |           | 100,000 |   | 1,232,458 
|Proceeds from common stock and preferred stock                             |  |  |  |  |  |  | - |  | 95,000 |         | 7,441,048
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|Net Cash Provided by                                                       |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|Financing Activities                                                       |  |  |  |  |  |  |   |  |        | 648,079 |           | 749,414 |   | 10,920,465
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|NET DECREASE IN CASH                                                       |  |  |  |  |  |  |   |  |        | (3,064) |           | 946     |   | 4,707     
|CASH AT BEGINNING OF PERIOD                                                |  |  |  |  |  |  |   |  |        | 7,771   |           | 6,825   |   | -         
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|CASH AT END OF PERIOD                                                      |  |  |  |  |  |  |   |  | $      | 4,707   | $         | 7,771   | $ | 4,707     
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|SUPPLIMENTAL DISCLOSURES OF                                                |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|CASH FLOW INFORMATION                                                      |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|CASH PAID FOR:                                                             |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|Interest                                                                   |  |  |  |  |  |  |   |  | $      | -       | $         | 30,036  | $ | 161,832   
|Income Taxes                                                               |  |  |  |  |  |  |   |  | $      | -       | $         | -       | $ | -         
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|NON CASH FINANCING ACTIVITIES                                              |  |  |  |  |  |  |   |  |        |         |           |         |   |           
|Stock issued for mineral properties                                        |  |  |  |  |  |  |   |  | $      | -       | $         | -       | $ | 45,000    
|Note: For red highlighted items see note 6                                
|The accompanying notes are an integral part of these financial statements.
|9                                                                         
|                                                                           |  |  |  |  |  |  |   |  |        |         |           |         |   |           



16







---

Index to Annual Report



Recently Issued Accounting Pronouncements



In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.

SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning January 1, 2008. The Company is currently assessing the potential impact that adoption of SFAS No. 157 would have on the financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 gives the irrevocable option to carry many financial assets and liabilities at fair values, with changes in fair value recognized in earnings. SFAS No. 159 is effective beginning January 1, 2008, although early adoption is permitted. The Company is currently assessing the potential impact that adoption of SFAS No. 159 will have on the financial statements.



The FASB has revised SFAS No. 141.  This revised statement establishes uniform treatment for all acquisitions.  It defines the acquiring company.  The statement further requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquired at the acquisition date, measured at their fair market values as of that date.  It requires the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquired, at the full amounts of their fair values. This changes the way that minority interest is recorded and modified as a parents interest in a subsidiary changes over time.  This statement also makes corresponding significant amendments to other standards that related to business combinations, namely, 109, 142 and various EITFs.  This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.  The Company believes the implementation of this standard will have no effect on our financial statements.



In November 2004, the FASB issued SFAS No. 151, Inventory Costs, an amendment of Accounting Research Bulletin No. 43, Chapter 4. SFAS No. 151 requires that abnormal amounts of idle facility expense, freight, handling costs and wasted materials (spoilage) be recorded as current period charges and that the allocation of fixed production overhead to inventory be based on the normal capacity of the production facilities. SFAS No. 151 was effective for the fiscal year beginning on October 1, 2005. The adoption of this accounting pronouncement did not have a material effect on the consolidated financial statements.





17







---

Index to Annual Report

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.



On January 18, 2005, the registrant's certifying accountants Child, Sullivan & Company resigned.  Their report on the financial statements as of and for the six months ended June 30, 2004, contained no adverse opinion or disclaimer of opinion was not modified as to uncertainty audit scope, or accounting principles. Their report contained a qualified opinion with respect to the registrant's ability to continue as a going concern.  There were no disagreements with them on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.



Effective February 20, 2005, the Company engaged Kyle L. Tingle, CPA, LLC to be the Companys outside independent auditor.



Effective March 7, 2006 the Board of Directors of U.S. Canadian Minerals, Inc. dismissed Kyle Tingle, CPA, the companys independent auditor previously engaged to audit its financial statements. The decision to dismiss Kyle Tingle CPA was made due to Mr. Tingles large workload and inability to complete work in a timely manner. There were no disagreements with them on any matter of accounting principles or practices, financial statements disclosure or auditing scope or procedure.



Effective March 7, 2006 the Board of Directors of the Company engaged Ronald N. Silberstein CPA, PLLC (Silberstein) as our new independent auditor. The Company did not consult with Silberstein during the fiscal years ended 2005 and 2004, or during the subsequent interim reporting periods from the last fiscal year ended of December 30, 2004, through and including December 31, 2005, on the application of accounting principles, the type of opinion Silberstein might issue on our financial statements or with respect to any disagreements with or reportable event in connection with the performance of services by Kyle Tingle, the Companys former independent auditor.



Effective, October, 2007 the Board of Directors of the Company engaged Ronald Serota CPA, P.C., as our new independent auditor.  The Company did not consult with Ronald Serota CPA P.C. during the fiscal years ended 2005 or during the subsequent interim reporting periods from the last fiscal year ended of December 30, 2004, through and including December 31, 2005, on the application of accounting principles, the type of opinion the former auditor Ronald Silberstein might issue on our financial statements or with respect to any disagreements with or reportable event in connection with the performance of services by Ronald Silberstein or Kyle Tingle, the Companys former independent auditor.



ITEM 8A. CONTROLS AND PROCEDURES



Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.



Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2007. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework  Based on our assessment we believed that, as of December 31, 2007, our internal control over financial reporting was effective based







---

on those criteria. We now realize that our financial reporting controls were lacking in so far as certain errors were not caught until post audit work was done and that we were tardy in adopting certain forms and language which must now be included in annual reports.



18







---

Index to Annual Report



As of  the  end of  the  period  covered  by  this  report,  we  carried  out an evaluation,  under the  supervision  and with the  participation  of management, including our Chief Executive Officer, our Chief Financial Officer and a person who performs the functions of the  principal accountant,  of  the  effectiveness  of the  design  and operation  of our  disclosure  controls  and  procedures  as  defined  in  Rules 13a-15(e) and 15d-15(e) of the Securities  Exchange Act of 1934. Based upon that evaluation,   our  Chief  Executive  Officer, our Chief Financial Officer,  and  the person fulfilling the role of principal accountant concluded that our disclosure controls and procedures were effective to cause the material  information required to be disclosed by us in the reports that we file or submit  under the  Exchange Act to be  recorded,  processed,  summarized  and reported within the time periods specified in the SEC's rules and forms.



Due to post audit work we realized that a further round of review was needed before financial statements could be filed and that we have been remiss in including certain language in our review of internal controls and in the utilization of the newly required forms for certifications from our Chief Officers. We have taken steps to correct these deficiencies and it is the opinion of management that as of the date of the filing of this restated 2007 10 KSB/A we now have effective internal controls on financial reporting in place and operating to assure that our financial reporting is timely and reliable.



Significant changes in our internal controls or in other factors which could significantly  affect internal  controls  subsequent to the date we carried out our evaluation include an increased vigilance of SEC bulletins to ensure inclusion of proper forms and language in filings  with the commission and an added round of review of financial data before it is included in financial statements to be used in required filings





A material weakness is a significant deficiency or a combination of significant deficiencies that result in a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.



A material weakness existed as of December 31, 2005, with regard to insufficient personnel in the accounting and financial reporting function due to the size of our Company which prevented our ability to employ sufficient resources to have adequate segregation of duties within the internal control system.  This material weakness affected managements ability to effectively review and analyze elements of the financial statement closing process and prepare financial statements in accordance with U.S. GAAP.



In addition, a material weakness existed as of December 31, 2005, in controls over closing procedures due to a number of adjustments made at the end of the year period.  There were deficiencies in the analysis and reconciliation of general ledger accounts which were indicative of a material weakness in controls over closing procedures, including the (a) accounting and reporting of capital transactions and (b) the valuation of certain assets.







---



In order to remediate these material weaknesses in our internal control over financial reporting,  the new management, who started in January of 2006, designed and implemented  new procedures and are continuing to enhance controls to aid in the correct preparation, review, presentation and disclosures of the Companys financial statements.  Management is continuing to monitor, evaluate, and test the operating effectiveness of these controls.

Index to Annual Report

Limitations on the Effectiveness of Internal Controls



Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting necessarily prevent all fraud and material error. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.









19









---

Index to Annual Report



ITEM 8B. CHANGES IN INTERNAL CONTROL



Other than indicated above, there were no changes in the Companys internal controls over financial reporting that occurred during the last fiscal year that have materially affected, or are reasonable likely to materially affect, the Companys internal control over financial reporting.





PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;



COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT



The following information sets forth the names of our directors and executive officers, their ages and their present positions with the Company as of December 31, 2007.   The directors serve for a term of one year or until the next annual meeting of the shareholders.  Each officer serves at the discretion of the Board of Directors.



|                               |        |                                                                                                                                       
|------------------------------ | ------ | --------------------------------------------------------------------------------------------------------------------------------------
|Name                           | Age    | Office(s) Held                                                                                                                        
|Adam Jenn

Van der Bok Busboom | 51

52 | Chief Executive Officer, President and Chairman of the Board of Directors.

Chief Financial Officer ,Secretary and Treasurer, Director



Set forth below is a brief description of the background and business experience of our current executive officer and director.



Adam Jenn.Mr. Jenn is an experienced senior management professional in the Automotive and Mining industry. He has over 25 years experience in marketing, sales, and executive management positions.



Van der Bok Busboom. Mr. Busboom has over 25 years experience working in Fixed Income, Capital, and Commodity markets



Term of Office



Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders, until they resign or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.









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Family Relationships



There is a family relationship between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.



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Index to Annual Report

Involvement in Certain Legal Proceedings



To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a



pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



Committees



We currently do not have an audit committee, compensation committee, nominating committee, executive committee, Stock Plan Committee, or any other committees.  There has been no need to delegate functions to these committees due to the fact that our operations are at a very early stage to justify the effort and expense of creating and maintaining these committees.



Audit Committee



We do not have a separately-designated standing audit committee.  The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.



We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes.



For the fiscal year ending December 31, 2007, the board of directors:



|   |                                                                             
|-- | ----------------------------------------------------------------------------
|1. | Reviewed and discussed the audited financial statements with management, and



|   |                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.







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| | 
| | 



Based upon the board of directors review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2007 to be included in this Annual Report on Form 10-KSB/A and filed with the Securities and Exchange Commission.





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Index to Annual Report



Significant Employees



We do not have any significant employees other than our officers and directors.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors and executive officers and persons who beneficially owns more than ten percent of a registered class of the Companys equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company.  Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a).



|                            |                        |                                  |                                       
|--------------------------- | ---------------------- | -------------------------------- | --------------------------------------
|Name and principal position | Number of
late reports | Transactions not
timely reported | Known failures to
file a required form
|Adam Jenn                   | 0                      | 0                                | 0                                     
|Van der Bok Busboom         | 0                      | 0                                | 0                                     



Code of Ethics



As of  January 3, 2007 management adopted a Code of Ethics for Financial Executives, which include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, as required by sections 406 and 407 of the Sarbanes-Oxley Act of 2002.



ITEM 10. EXECUTIVE COMPENSATION.



The following table sets forth the compensation paid to the Chief Executive Officer and other Executive Officers and key persons in total annual salary and bonus, for all services rendered in all capacities to the company, for the fiscal years ended December 31, 2006.



Summary Compensation Table



|                            |                            |           |           |                  |                   |                                            |                                                 |                            |           | 
|--------------------------- | -------------------------- | --------- | --------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | --------- | 
|                            | SUMMARY COMPENSATION TABLE |          
|Name
and
principal
Position | Year                       | Salary($) | Bonus
($) | Stock
Awards
($) | Option
Awards
($) | Non-Equity
Incentive Plan
Compensation
($) | Nonqualified
Deferred
Compensation
Earnings ($) | All Other
Compensation
($) | Total
($)







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|                                                             |           |                 |     |     |     |     |     |     |                 | 
|------------------------------------------------------------ | --------- | --------------- | --- | --- | --- | --- | --- | --- | --------------- | 
|Adam Jenn
CEO  and Director
Van der Bok Busboom
CFO Director | 2007
2007 | 180,000
180,000 | -
- | -
- | -
- | -
- | -
- | -
- | 180,000
180,000





|   |                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1) | Compensation to CEO and CFO in 2007 consisted of $45,000 each in Cash , the balance is still owed by the Company.                                                           
|2) | Consulting Agreements with both the CEO and the CFO provide for bonuses of 1,000,000 common shares each for the completion of the 2004 and the completion of the 2005 audit.



|   |                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------
|3) | Consulting agreements with both the CEO and the CFO provide for a bonus of 10% of any Capital or value brought into the Company by them.



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Index to Annual Report



Stock Options/SAR Grants



There were no grants of stock options or stock appreciation rights made during the fiscal year ended December 31, 2007 to our executive officers and directors.  There were a total of 0 stock options outstanding as at December 31, 2007.



Long-Term Incentive Plans



There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors. Other than as noted in the footnotes to Executive Compensation we do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.



There are arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.



ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.



The following table sets forth, as of December 31, 2007, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 2,995,279 shares of common stock issued and outstanding and 129,849 shares of Preferred A stock issued and outstanding on December 31, 2007.









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|                                                                                                                                                                                                                             |                                                                                                                                                                                                  |                                  |                                | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------- | ------------------------------ | 
|Title of class                                                                                                                                                                                                               | Name and address
of beneficial owner                                                                                                                                                             | Amount of
beneficial ownership   | Percent
of class              
|Executive Officers & Directors:                                                                                                                                                                                             
|Common




Preferred A                                                                                                                                                                                                     | Adam Jenn (First Star Strategies Inc)

Van der Bok Busboom (Maria Regina Caeli Management Corp)

Adam Jenn (First Star Strategies Inc)

Van der Bok Busboom (Maria Regina Caeli Management Corp) | 767,579

767,579

56,666

49,333 | 25.62%

25.62%

43.64%

37.99%
|Total of All Directors and Executive Officers:                                                                                                                                                                               | 1,535,158 common
105,999 Preferred A                                                                                                                                                           | 51.24%
81.63%                   
|                                                                                                                                                                                                                            
|More Than 5% Beneficial Owners:                                                                                                                                                                                          NIL
|Total of More Than 5% Beneficial Owners:                                                                                                                                                                                     | NIL                                                                                                                                                                                              |                                 





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Index to Annual Report



CHANGE IN CONTROL



The Company is not aware on any arrangement that would upset the control mechanisms currently in place. Management perceives it inconceivable that a third party could successfully undertake a hostile takeover of the Company.



ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Various related party transactions are reported throughout the notes to our financial statements and should be considered incorporated by reference herein.



PART IV



ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



EXHIBITS:







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|               |                                                                                                                                                                              
|-------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                                                                  
|31.1           | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|31.2           | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002  
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



REPORTS ON FORM 8K



On February 7, 2005 the Company filed a Form 8-K to report that Marti A. Hansen joined the Company as Chief Financial Officer.



On March 1, 2005, the Company filed a Form 8-K to report the resignation of the Companys certifying accountant Child, Sullivan & Company and the engagement of Kyle L. Tingle, CPA, LLC.







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Index to Annual Report



On March 16, 2005, the Company filed a Form 8-K amendment to 8-K filed March 1, 2005 for the purpose of filing the letter from Child, Sullivan and Company, PC.



On March 25, 2005, the Company filed a Form 8-K/A amendment to 8-K filed March 1, 2005 for the purpose of filing the letter from Child, Sullivan and Company, PC.



On March 25, 2005, the Company filed a Form 8-K to correct the description of the engagement of Child, Sullivan & company.



On March 29, 2005, The Company filed a Form 8-K with respect to unregistered sales of equity securities to Marti A. Hansen, CFO and William G. Roan VP of Compliance as employee sign-on bonuses.



On March 30, 2005, the Company filed a Form 8-K stating the following:



On March 29, 2005, the registrant concluded that its previously issued financial statements,(i) as of and for the nine months ended September 30, 2004, as filed in the registrant's Quarterly Report on Form 10-QSB on November 16, 2004,(ii) as of and for six months ended June 30, 2004, as filed in the registrants Quarterly Report on Form 10-QSB on August 23, 2004 and (iii) as of and for the three months ended March 31, 2004 as filed in the registrants Quarterly Report on Form 10-QSB on May 21, 2004, should no longer be relied upon because of an error in such financial statements. The error is in the methodology used to value the mineral rights acquired by the registrant, which resulted in the value of such mineral rights being overstated.



On April 14, 2005 the Company filed a Form 8-K announcing the acquisition of mineral rights to 5,616 hectares of land in Ecuador.



On May 11, 2005 the Company filed a Form 8-K/A for the purpose of filing the letter from Child, Sullivan & Company, PC, setting forth whether it agreed with the statements made by the registrant in said report as amended.



On August 30, 2005 the Company filed a Form 8-K to report that it had entered into a material agreement to acquire a royalty interest by issuing restricted stock to North Star Diamonds, Inc. for a joint drilling program.



October 31, 2005 the Company filed a Form 8-K to report the resignation of Dr. Joseph de Beauchamp as President.



November 17, 2005 the Company filed a Form 8-K to report the resignation of Marti Hansen as Chief Financial Officer.



December 16, 2005 the Company filed a Form 8-K to report the sale of the Companys 80% interest in Yellow River Mining, SA, an Ecuador corporation. The Buyer paid the Company $800,000, which included the assumption of $127,000 debt owed by the Company to Nevada Minerals, Inc., a Nevada Corporation.









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December 28, 2005 the Company filed a Form 8-K to report the finalization of plans to increase production of the Companys Durango plant located in Portovello, Ecuador.



On January 26, 2006 the Company filed a Form 8-K announcing the appointment of Adam Jenn as President and Frank J. Van der Bok Busboom as Chief Financial Officer.







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Index to Annual Report



On March 10, 2006 the Company filed a Form 8-K to report the dismissal of Kyle Tingle CPA as the Companys independent auditor and the engagement of Ronald N. Silberstein CPA, PLLC as the Companys new independent auditor.



On March 23, 2006 the Company filed a Form 8-K that on March 14, 2006, U. S. Canadian Minerals, Inc. (the Company) received a Wells Notice from the staff of the Securities and Exchange Commission (the SEC). The Wells Notice notifies the Company that the SEC staff is considering recommending that the SEC bring a civil enforcement proceeding against the Company for possible violation of the federal securities laws pertaining to fraudulent disclosures, failure to file reports in a timely manner and improper accounting practices.



Under SEC procedures, the Company has the opportunity to respond to the SEC staff before the staff makes a formal recommendation regarding any action to be taken against the Company by the SEC.



On May 4, 2006 the Company filed a Form 8-K to report the resignation of Rendal Williams as CEO, Director and Chairman of the Board.



On February 5, 2007, the Company filed a Form 8-K to report the cancellation of 39,626,500 shares of stock and also to report that the Company has obtained an option on 1200 hectares of mining claims in the Xth region of Chile.



On May 25, 2007 the Company filed a Form 8-K to report the resignation of Ronald N. Silberstein as the Companys independent auditor.



On October 9, 2007 the Company filed a Form 8-K to announced today a 50 to 1 reverse split of its' common shares.



On October 23, 2007, the Company filed a Form 8-K to announce the engagement of Ronald Serota CPA, P.C., a Nevada PCAOB registered CPA firm, as its principal accountants and also to announce that on Oct. 23, 2007 the company had disposed of 80% of its interests in Santa Fe Mining S.A.



On March 14, 2008 the Company filed a Form 8-K announcing the resignation of Ronald Serota CPA a Nevada PCAOB registered CPA firm,and the appointment of Blackwing Group LLC, a Missouri PCAOB registered  CPA firm as auditor.









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On September 8, 2008 the Company filed an 8K announcingthereceipt of a letter dated September 2, 2008 from the Securities and Exchange Commission (SEC) notifying the Company that the staff of the SEC had completed its investigation of the Company and does not intend to recommend any enforcement action against the Company.



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



* Audit Fees paid to the Companys auditor, Ronald Serota, CPA, P.C.



** Audit Fees paid to the Companys auditor, The Black Wing Group, LLC CPA



*** Audit Fees paid to the Companys auditor, The Black Wing Group, LLC CPA



|                  |                |                    |          |           
|----------------- | -------------- | ------------------ | -------- | ----------
|Calendar Year-end | Audit Services | Audit Related Fees | Tax Fees | Other Fees
|2005              | $38,000 *      | -0-                | -0-      | -0-       
|2006              | $3,000 **      | -0-                | -0-      | -0-       
|2007              | $4,500   ***   | -0-                | -0-      | -0-       

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Index to Annual Report



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.



|                             |                          
|---------------------------- | -------------------------
|U.S. CANADIAN MINERALS, INC. |                          
|                             |                          
|                             |                          
|By: /s/ Adam Jenn            | Date:  September 12, 2008
|Adam Jenn                    |                          
|President, CEO, Director     |                          











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