UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-KSB




(Mark
one)




[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended:   December 31,
      2007[ 
       ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number:   000-31042




U. S. CANADIAN MINERALS,
INC.


(Exact
name of small business issuer in its charter)




Nevada
            33-0843633(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)#116 - 936 Peace Portal DriveBlaine, Washington 
      98230
              (Address
      of principal executive offices)
            (702)
      357-8722
              (Registrant's
      telephone number)




Securities
registered under Section 12(b) of the Act: None.




Securities
      registered under Section 12(g) of the Act:
            Common Stock, par
      value $0.001 per share(Title
      of class)




Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act 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  ̈ No
x






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 Exchange Act). Yes
[  ] No [X]




Registrant’s
revenues 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


Index to Annual Report





U.S.
CANADIAN MINERALS, INC.




Index to




Annual
Report of Form 10-KSB




For the
Period Ended December 31, 2007




Part
      I
            
            PageItem
      1
            Description of
      Business
            3Item
      2
            Description of
      Property
            4Item
      3
            Legal
      Proceedings
            4Item
      4
            Submission of
      Matters to a Vote of Security Holders
            6Part
      IIItem
      5
            Market for Common
      Equity and Related Stockholder Matters
            6Item
      6
            Management's
      Discussion and Analysis of Financial Condition or Plan of
      Operation
            9Item
      7
            Financial
      Statements
            16Item
      8
            Changes In and
      Disagreements With Accountants on Accounting and Financial
      Disclosure
            17Item
      8A
            Controls and
      Procedures
            17Item
      8B
            Other
      Information
            19Part
      IIIItem
      9
            Directors, Executive
      Officers, Promoters and Control Persons; Compliance With Section 16(a) of
      the Exchange Act
            19Item
      10
            Executive
      Compensation
            21Item
      11
            Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters
            22Item
      12
            Certain
      Relationships and Related Transactions
            23Item
      13
            Exhibits
            23Item
      14
            Principal
      Accountants Fees and Services
            25Signatures
            26





2
 Index to Annual Report





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.





3
 Index to Annual Report





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, NV89117. 
On April 18, 2008 the Company established its official address as #161 - 936
Peace Portal Drive, Blaine, WA 78230. During 2007 the Company did not own any
real property in the United States but did and does as of the date of issuance
of the 2007 10KSB own mineral rights in the United States. The company had
investment in other organizations which owned interests inreal
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.


4
 Index to Annual Report





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.





5
 Index to Annual Report





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


On
September 10th 2007, a majority of the voting shares of the Company having
approved a reverse split of the Company's common shares, the Board of Directors
adopted a resolution to reverse split the common shares of the Company 50 to 1
and effectuated the reverse on October 9th, 2007 reducing the issued and
outstanding common shares of the Company from 147,262,982 to
2,945,272.





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





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)




6
 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.


7
 Index to Annual Report








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





COMMON
STOCK





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





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:





NONE
AS AT DATE OF ISSUANCE OF 2007 10-KSB





8
 Index to Annual Report




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 andclaims
located in Kingman Arizona. The Company was required to contribute 720,000
shares of its common stock to acquire the mine. This joint venture agreemententitled
El Capitan Precious Metals Inc to receive 20% of net profit as it relates to the
tailings and settlement pond, U S Canadian Minerals Inc, shall retain 100% ofany
other profit.
  Management
has 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 inground
valuations from the commercial appraisal completed in November 2006.
Subsequently, the Gold Silver Lead Zinc and Copper prices have increased two tothree
fold. We are looking to attract either a major joint venture partner or a buyer
to garner the best value for the Company's 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 appraisalwere
estimated to yield in ground values of approximately $229,000,000 with eventual
recovery of $187,000,000 in revenues. These reserves are broken downbetween
Proven Probable and Possible. The estimated reserves at March 2008 metal prices
were estimated to yield in ground values of approximately $615,549,550
with
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
ascopper
(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 thetwelve
months ended December 31, 2007.


9
 Index to Annual Report








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.




10
 Index to Annual Report








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.




11
 Index to Annual Report





(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.





12
 Index to Annual Report




For the
fiscal year, 2007, the Company incurred a loss in the amount of $240,186 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 $22,069,434 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.




13
 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.





14
 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.




15
 Index to Annual Report







ITEM
7.         FINANCIAL
STATEMENTS.








Index to
Financial Statements:





Audited
      Financial Statements:F-1
            Independent
      Auditor’s Report for 2007 and 2006F-2
            Statement
      of Balance Sheets as of December 31, 2007 and 2006F-3
            Statements
      of Operations For the Years Ended December 31, 2007 and
    2006F-4
            Statements
      of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2007
      and 2006F-5
            Statements
      of Cash Flows for the Years Ended December 31, 2007 and
    2006F-6 to
      F-10
            Notes
      to Financial Statements








16
 Index to Annual Report





THE
BLACKWING GROUP, LLC


18921G
E VALLEY VIEW PARKWAY #325


INDEPENDENCE,
MO 64055


816-813-0098





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





US
Canadian Minerals, Inc. (A Development Stage Company)


8000 West
Spring Mountain Rd, Suite 1041


Las
Vegas, NV 89117





We have
audited the accompanying balance sheets of US Canadian Minerals, Inc. (A
Development Stage Company) as of December 31, 2007 and 2006, and the related
statements of income and changes in member’s equity, and cash flows for the
period then ended.  These financial statements are the responsibility
of the Company’s management.  Our responsibility is to express an
opinion on these financial statements based on our audits.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.





In our
opinion, based on our audit, these financial statements referred to above
present fairly, in all material respects, the financial position of US Canadian
Minerals, Inc. (A Development Stage Company) as of December 31, 2007 and 2006,
and the results of its operations and its cash flows for the period then ended
in conformity with accounting principles generally accepted in the United States
of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note C to the financial
statements, the Company faces competition from existing companies with
considerably more financial resources and business connections. In the event
that Company fails to meet the anticipated levels of performance there is
significant doubt that the Company will be able to meet the debt obligations
related to the non public offering. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans regarding
those matters also are described in Note J. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.




/s/  The Blackwing
Group, LLC


The
Blackwing Group, LLC


Issuing
Office: Independence, MO




March 21,
2008




F -
1
 Index to Annual Report


U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Balance
      SheetsASSETSRevisedDecember
      31,
            
            December
      31,2007
            
            2006CURRENT
      ASSETSCash
            
            
            
            $
            4,707
            
            $
            7,771Total
      Current Assets
            
            
            4,707
            
            
            7,771TOTAL
      ASSETS
            
            $
            4,707
            
            $
            7,771LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)December
      31,
            
            December
      31,2007
            
            2006CURRENT
      LIABILITIESAccounts
      payable and accrued expenses
            $
            -
            
            $
            -Due
      to related parties
            
            
            22,138
            
            
            -Total
      Current Liabilities
            
            
            22,138
            
            
            -LONG
      TERM LIABILITIESDue
      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 sharesissued
      and outstanding,respectively
            
            131
            
            
            185Common
      stock - Series A; $0.001 par value;200,000,000
      shares authorized; 2,995,279 and 107,455,087shares
      issued and outstanding,respectively
            
            2,995
            
            
            107,455Treasury
      stock
            
            
            
            1,000
            
            
            1,000Additional
      paid-in capital
            
            
            22,047,878
            
            
            21,943,363Accumulated
      deficit
            
            
            
            (22,069,434)
            
            
            (22,044,232)Total
      Stockholders' Equity (Deficit)
            
            (17,431)
            
            
            7,771TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
            
            $
            4,707
            
            $
            7,771The
      accompanying notes are an integral part of these financial
      statements.







F -
2
 Index to Annual Report





U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Statements
      of OperationsFrom
      Inceptionon
      January 1,For
      the Year Ended
            
            
            2004
      ThroughDecember
      31,
            
            
            December
      31,2007
            
            
            Revised
      2006
            
            
            2007REVENUES
            
            $
            25,524
            
            
            $
            -
            
            
            $
            133,524COST
      OF REVENUES
            
            
            -
            
            
            
            -
            
            
            
            -GROSS
      MARGIN
            
            
            25,524
            
            
            
            -
            
            
            
            133,524OPERATING
      EXPENSESGeneral
      and administrative
            
            
            265,710
            
            
            
            88,527
            
            
            
            6,562,330Total
      Operating Expenses
            
            
            265,710
            
            
            
            88,527
            
            
            
            6,562,330INCOME
      (LOSS) FROM OPERATIONS
            
            
            (240,186
            )
            
            
            (88,527
            )
            
            
            (6,428,806
            )OTHER
      INCOME AND (EXPENSE)Interest
      expense
            
            
            -
            
            
            
            (30,036
            )
            
            
            (244,951
            )Gain
      on sale of assets
            
            
            -
            
            
            
            -
            
            
            
            41,889Total
      Other Income (Expense)
            
            
            -
            
            
            
            (30,036
            )
            
            
            (203,062
            )LOSS
      FROM CONTINUING OPERATIONS
            
            
            (240,186
            )
            
            
            (118,563
            )
            
            
            (6,631,868
            )GAIN
      (LOSS) FROM DISCONTINUED OPERATIONS
            
            
            214,984
            
            
            
            (692,960
            )
            
            
            (226,830
            )NET
      LOSS
            
            $
            (25,202
            )
            
            $
            (811,523
            )
            
            $
            (6,858,698
            )BASIC
      LOSS PER SHAREContinuing
      Operations
            
            $
            (0.0802
            )
            
            $
            (0.0011
            )Discontinued
      Operations
            
            $
            0.0718
            
            
            $
            (0.0064
            )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
            
            
            2,995,279
            
            
            
            107,455,087The
      accompanying notes are a integral part of these financials
      statements.









F -
3
 Index to Annual Report





U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)AdditionalPreferred
      Stock
            
            Common
      Stock
            
            
            
            
            Paid-In
            
            Treasury
            
            AccumulatedShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Stock
            
            Deficit
            
            TotalBalance,
      January 1, 2006
            225,750
            
            
            226
            
            101,753,270
            
            
            101,753
            
            
            21,753,944
            
            
            1,000
            
            
            (21,232,709)
            
            
            624,214Issuance
      of common stock for cash
            
            
            
            
            500,000
            
            
            500
            
            
            19,500
            
            
            
            
            
            
            
            
            20,000Issuance
      of common stock for cash
            
            
            
            
            320,000
            
            
            320
            
            
            14,680
            
            
            
            
            
            
            
            
            15,000Issuance
      of common shares forconversion
      of preferred shares
            (121,515)
            
            
            (121)
            
            1,215,150
            
            
            1,215
            
            
            (1,094)
            
            
            
            
            
            
            
            
            -Issuance
      of common sharesfor
      services
            
            
            
            
            
            2,000,000
            
            
            2,000
            
            
            98,000
            
            
            
            
            
            
            
            
            100,000Issuance
      of common stock for cash
            
            
            
            
            1,666,667
            
            
            1,667
            
            
            58,333
            
            
            
            
            
            
            
            
            60,000Issuance
      of prefered stockfor
      services
            40,000
            
            
            40
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            40Issuance
      of prefered stockfor
      services
            40,000
            
            
            40
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            40Net
      loss for the yearended
      December 31, 2006
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (811,523)
            
            
            (811,523)RevisedBalance,
      December 31, 2006
            184,235
            
            $
            185
            
            107,455,087
            
            $
            107,455
            
            $
            21,943,363
            
            $
            1,000
            
            $
            (22,044,232)
            
            $
            7,771Cancellation
      of common sharesissued
      for services
            -
            
            
            -
            
            (628,000)
            
            
            (628)
            
            
            628
            
            
            -
            
            
            -
            
            
            -Issuance
      of prefered stockfor
      services
            9,333
            
            
            9
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            9Issuance
      of common stockfor
      services
            
            
            
            
            
            339,167
            
            
            339
            
            
            -
            
            
            
            
            
            
            
            
            339Issuance
      of prefered stockfor
      services
            16,666
            
            
            17
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            17Recission
      of common stock
            
            
            
            
            
            (39,000,500)
            
            
            (39,001)
            
            
            39,001
            
            
            
            
            
            
            
            
            -Issuance
      of common stockbonus
      for recession of Nevada minerals stock
            
            
            
            3,900,400
            
            
            3,900
            
            
            -
            
            
            
            
            
            
            
            
            3,900Issuance
      of common stockfor
      services
            
            
            
            
            
            1,000,000
            
            
            1,000
            
            
            -
            
            
            
            
            
            
            
            
            1,000Issuance
      of common shares forconversion
      of preferred shares
            (79,885)
            
            
            (80)
            
            83,500
            
            
            84
            
            
            (4)
            
            
            
            
            
            
            
            
            -Issuance
      of common stockfor
      services
            
            
            
            
            
            2,655,172
            
            
            2,655
            
            
            -
            
            
            
            
            
            
            
            
            2,655Issuance
      of common stockfor
      services
            
            
            
            
            
            34,482,758
            
            
            34,483
            
            
            -
            
            
            
            
            
            
            
            
            34,483Issuance
      of commons stockfor
      services
            
            
            
            
            
            34,482,758
            
            
            34,483
            
            
            -
            
            
            
            
            
            
            
            
            34,483Reverse
      stock split 50 to 1
            
            
            
            
            
            (141,825,063)
            
            
            (141,825)
            
            
            64,940
            
            
            
            
            
            
            
            
            (76,885)Issuance
      of common shares forconversion
      of preferred shares
            (500)
            
            
            (1)
            
            50,000
            
            
            50
            
            
            (50)
            
            
            
            
            
            
            
            
            -Net
      loss for the yearended
      December 31, 2007
            -
            
            
            -
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (25,202)
            
            
            (25,202)Balance,
      December 31, 2007
            129,849
            
            $
            131
            
            2,995,279
            
            $
            2,995
            
            $
            22,047,878
            
            $
            1,000
            
            $
            (22,069,434)
            
            $
            (17,430)The
      accompanying notes are an integral part of these financial
      statements.









F -
4
 Index to Annual Report







U.S.
      CANADIAN MINERALS, INC.(A
      Development Stage Company)Statements
      of Cash FlowsFrom
      Inceptionon
      January 1,For
      the Years Ended
            
            
            
            
            
            2004
      ThroughDecember
      31,
            
            
            
            
            
            December
      31,2007
            
            
            Revised
      2006
            
            
            2007CASH
      FLOWS FROM   OPERATING ACTIVITIESNet
      loss
            
            $
            (240,186
            )
            
            $
            (118,563
            )
            
            $
            (6,575,802
            )Discontinued
      operations
            
            
            214,984
            
            
            
            (692,960
            )
            
            
            (1,149,801
            )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Depreciation
      expense
            
            
            -
            
            
            
            -
            
            
            
            14,976Stock  issued
      for services
            
            
            -
            
            
            
            -
            
            
            
            1,000,632Stock
      based compensation
            
            
            -
            
            
            
            -
            
            
            
            531,781Changes
      in operating assets and liabilities(Increase)
      decrease in deposits
            
            
            -
            
            
            
            -
            
            
            
            (5,227
            )Increase
      (decrease) in accounts payableand
      accrued expenses
            
            
            -
            
            
            
            -
            
            
            
            386,900Net
      Cash Used byOperating
      Activities
            
            
            (25,202
            )
            
            
            (811,523
            )
            
            
            (5,796,541
            )CASH
      FLOWS FROM INVESTING ACTIVITIESAdditions
      to property and equipment
            
            
            -
            
            
            
            -
            
            
            
            (1,785,299
            )Loans
      made
            
            
            -
            
            
            
            -
            
            
            
            (915,239
            )Proceeds
      from mineral properties
            
            
            -
            
            
            
            62,227
            
            
            
            551,227Proceeds
      from investments
            
            
            -
            
            
            
            -
            
            
            
            704,783Additions
      to investments
            
            
            -
            
            
            
            -
            
            
            
            (1,517,163
            )Net
      Cash Used by Investing Activities
            
            
            -
            
            
            
            62,227
            
            
            
            (2,961,691
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from loans
            
            
            22,138
            
            
            
            555,162
            
            
            
            2,242,247Repayment
      of loans
            
            
            -
            
            
            
            -
            
            
            
            (140,936
            )Recission
      of common stock
            
            
            -
            
            
            
            -
            
            
            
            (879,500
            )Proceeds
      from common stock and preferred stock
            
            
            -
            
            
            
            195,080
            
            
            
            7,541,128Net
      Cash Provided byFinancing
      Activities
            
            
            22,138
            
            
            
            750,242
            
            
            
            8,762,939NET
      DECREASE IN CASH
            
            
            (3,064
            )
            
            
            946
            
            
            
            4,707CASH
      AT BEGINNING OF PERIOD
            
            
            7,771
            
            
            
            6,825
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            4,707
            
            
            $
            7,771
            
            
            $
            4,707SUPPLIMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
            
            $
            -
            
            
            $
            30,036
            
            
            $
            161,832Income
      Taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -NON
      CASH FINANCING ACTIVITIESStock
      issued for mineral properties
            
            $
            -
            
            
            $
            -
            
            
            $
            45,000The
      accompanying notes are an integral part of these financial
      statements.







F -
5
 Index to Annual Report





U.S.
CANADIAN MINERALS, INC.


(A
Development Stage Company)


Notes to
Financial Statements


December
31, 2007 and 2006





NOTE 1 -
ORGANIZATION AND BUSINESS ACTIVITIES





Business and
Organization




ORGANIZATION:
U.S. Canadian Minerals, Inc. (hereinafter referred to as the "Company") is a
development stage company in accordance with Statement of Financial Accounting
Standards No. 7. Until December 31, 2003, its main focus was on the manufacture
and distribution of food products, and it was known as Barrington Foods
International, Inc. (“BFI”).  On January 2, 2004, the Company changed
its name to U.S. Canadian Minerals, Inc. and changed its business focus to the
mining industry and acquiring existing mining business operations and
assets.





HISTORY:
Barrington Foods International, Inc., formerly E-Bait, Inc, ("E-Bait") was
incorporated in the State of California in February 1999. In August 2001, E-Bait
consummated an acquisition and merger agreement (the "Agreement") to acquire all
200,000 shares of outstanding capital stock of BFI, a Nevada corporation, in
exchange for 1,772,015 shares of E-Bait's common stock and a note payable of
$700,000 (the "Transaction"). Accordingly, the stockholders of BFI received an
additional 1,552,015 shares of E-Bait's common stock and converted the existing
200,000 shares of BFI's common stock into E-Bait common stock. Prior to the
Transaction, E-Bait was a public company with nominal operations, assets, and no
liabilities; and BFI was an operational privately held company. Net loss from
development activities from December 8, 2000 (the date of Inception for BFI)
through December 31, 2003 are reflected in the financial statements as
discontinued operations.





CAPITAL
CHANGES: In December 2003, the Company's Board of Directors adopted a resolution
whereby it approved a 1-for-100 reverse stock split. Effective January 20, 2004
the Company’s Board of Directors adopted a resolution whereby it approved a
1-for-125 reverse stock split. Accordingly, the accompanying financial
statements have been retroactively restated to reflect the stock splits as if
such stock splits occurred as of the Company's date of inception. Effective
October 25, 2004 the Company’s Board of Directors adopted a resolution whereby
it approved a 3-for-1 forward stock split of the Company’s common shares and
Preferred Series A shares. In October 2007, the Company’s Board of Directors
adopted a resolution whereby approving a 1-to-50 reverse stock
split.





BUSINESS
OPERATIONS: During the year ended December 31, 2004, the Company commenced the
acquisition of interests in mineral rights and underlying mining operations
through the issuance of shares for the acquisition of the shares of certain
entities and entering into joint venture agreements. Since September 2005, the
Company, through its investment in Durangoro, S.A., has been actively involved
in the extraction of ore and the processing and sale of gold and other minerals
in the province of El Oro, Ecuador. The acquisitions of mineral rights have been
accounted for as acquisitions of tangible property, in accordance with Emerging
Issues Task Force (EITF) Issue No. 04-02 for reporting periods beginning after
April 29, 2004. Other acquisitions have been accounted for as
investments.





Revenue
Recognition




Revenue
is recognized when a valid contract or purchase order has been executed or
received, services have been performed or product has been delivered, the
selling price is fixed or determinable, and collection is reasonably
assured.





F -
6
 Index to Annual Report








U.S.
CANADIAN MINERALS, INC.


Notes to
Financial Statements


December
31, 2007 and 2006





NOTE 1 -
ORGANIZATION AND BUSINESS ACTIVITIES (Continued)





Depreciation




The cost
of the property and equipment will be depreciated over the estimated useful life
of 5 years.  Depreciation is computed using the straight-line method
when the assets are placed in service.





Cash and Cash
Equivalents




For the
purpose of the statement of cash flows, the Company considers all highly liquid
investments purchased with a maturity of three months or less to be cash
equivalents.





Basic Loss per
Share




The
computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period. Diluted earnings per
share is calculated by dividing the Company’s net income available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted for any potentially dilutive debt or equity.
There are no such common stock equivalents outstanding as of December 31, 2007
and 2006.




For
      the Year Ended
              December
      31, 2007
            
            
            For
      the Year Ended December 31, 2006Loss
      (numerator)
            
            $
            (240,186
            )
            
            $
            (989,887
            )Shares
      (denominator)
            
            
            2,995,279
            
            
            
            107,445,087Per
      share amount
            
            $
            (0.0802
            )
            
            $
            (0.0011
            )





Use of
Estimates




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





Advertising




The
Company follows the policy of charging the costs of advertising to expense as
incurred.  The Company incurred no advertising expense during 2007 and
2006.





Concentrations of
Risk




The
Company’s bank accounts are deposited in insured institutions. The funds are
insured up to $100,000. At December 31, 2007, the Company’s bank deposits did
not exceed the insured amounts.





Income
Taxes




Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences.  Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax
bases.





F -
7
 Index to Annual Report








U.S.
CANADIAN MINERALS, INC.


Notes to
Financial Statements


December
31, 2007 and 2006





NOTE 1 -
ORGANIZATION AND BUSINESS ACTIVITIES (Continued)





Income Taxes
(continued)




Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will to be realized.  Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.





The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2007 and 2006 due to
the following:




2007
            
            
            2006Book
      income
            
            $
            (240,186
            )
            
            $
            (118,563
            )Common
      stock issued for services
            
            
            (1,452,413
            )
            
            
            (100,000
            )Valuation
      allowance
            
            $
            1,692,599
            
            
            $
            218,563








Net
deferred tax assets consist of the following components as of December 31, 2006
and 2005:


2006
              
              
              2005NOL
      Carryover
              
              $
              1,753,667
              
              
              $
              1,728,465Valuation
      allowance
              
              
              (1,753,677
              )
              
              
              (1,728,465
              )Net
      deferred tax asset
              
              $
              -0-
              
              
              $
              -0-


Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards of $1,753,677 for federal income tax reporting purposes are
subject to annual limitations. Should a change in ownership occur net operating
loss carry forwards may be limited as to use in future years.





Impairment of Long-Lived
Assets




The
Company continually monitors events and changes in circumstances that could
indicate carrying amounts of long-lived assets may not be recoverable. When such
events or changes in circumstances are present, the Company assesses the
recoverability of long-lived assets by determining whether the carrying value of
such assets will be recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the carrying amount of those
assets, the Company recognizes an impairment loss based on the excess of the
carrying amount over the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or the fair value less costs to
sell.





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.









F -
8
 Index to Annual Report








U.S.
CANADIAN MINERALS, INC.


Notes to
Financial Statements


December
31, 2007 and 2006





NOTE 1 -
ORGANIZATION AND BUSINESS ACTIVITIES (Continued)





Recently Issued Accounting
Pronouncements




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.




Foreign Currency
Translation




The
Company considers the U.S. dollar to be its functional currency as it is the
currency of the primary economic environment in which the Company operates.
Accordingly, monetary assets and liabilities denominated in foreign currencies
are translated into U.S. dollars at the exchange rate in effect at the balance
sheet date and non monetary assets and liabilities are translated at the
exchange rates in effect at the time of acquisition or issue. Revenues and
expenses are translated at rates approximating the exchange rates in effect at
the time of the transactions. All exchange gains and losses are included in
operations.





NOTE 2 -
GOING CONCERN





The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern.





F -
9
 Index to Annual Report











U.S.
CANADIAN MINERALS, INC.


Notes to
Financial Statements


December
31, 2007 and 2006





NOTE 2 -
GOING CONCERN (continued)





The
ability of the Company to continue as a going concern is dependent on the
Company obtaining adequate capital to fund operating losses until it becomes
profitable.  If the Company is unable to obtain adequate capital, it
could be forced to cease operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources.  Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses, and
(2) seeking out and completing a merger with an existing operating
company.  However, management cannot provide any assurances that the
Company will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations.  The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.





NOTE 3 –
RELATED PARTY TRANSACTIONS





The
Company acquired an interest in Juina on February 23, 2004 for
$200,000.  At December 31, 2004, the Company owed $500,000 to Juina
Mining Corporation, in which the Company owns a majority interest. This represents an
accrual for contingent liabilities pursuant to a funding agreement to assist
with potential diamond mining operations in Brazil. Juina was unable to obtain
the necessary mineral mining licenses from the government regulatory
authorities.  The operator, Mr. McFadden, filed suit against the
Company for monetary damages, which was settled in full in 2006 with the
transfer of all Juina shares owned by the Company.





The
Company had various notes payable to related parties. During 2006, the assets of
the Company were transferred in satisfaction of the notes payable.





During
2007, the company borrowed $22,138 form an officer of the Company to continue
operations. No formal agreement for the repayment of these funds
exists.













F -
10
 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





We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities and Exchange Act
of 1934, as amended, is recorded, processed, summarized, accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate, to allow timely decision regarding required
disclosure.





17
 Index to Annual Report





Based
upon their evaluation as of the end of the period covered by this report, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.





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.





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.





18
 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)
      HeldAdam
      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.




Family
Relationships




There is
no family relationships between or among the directors and executive
officers.




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





19
 Index to Annual Report




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.





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 and filed with the Securities and Exchange Commission.





Significant
Employees





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









20
 Index to Annual Report










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 formAdam
      Jenn
            0
            0
            0Van
      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 TABLEName
              and
              principal
              Position
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
      Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
      ($)
            All
      Other
              Compensation
              ($)
            Total
              ($)Adam
      Jenn
              CEO  and
      Director
              Van
      der Bok Busboom
              CFO
      Director
            20072007
            180,000180,000
            -
              -
            -
              -
            -
              -
            -
              -
            -
              -
            -
              -
            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.








21
 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.





Title
      of class
            Name
      and address
              of
      beneficial owner
            Amount
      of
              beneficial
      ownership
            Percent
              of
      classExecutive
      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:                                                                                                                                                                                          NILTotal
      of More Than 5% Beneficial Owners:
            NIL











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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:








Exhibit
      Number
            Description31.1
            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 200231.2
            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 200232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of
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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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.





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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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





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
      Fees2005
            $38,000
      *
            -0-
            -0-
            -0-2006
            $3,000
      **
            -0-
            -0-
            -0-2007
            $4,500   ***
            -0-
            -0-
            -0-













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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: 
      April 24, 2008Adam
      JennPresident,
      CEO, Director








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Report