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Noble Consolidated Industries Corp – ‘10-K’ for 12/31/08

On:  Tuesday, 4/14/09, at 10:44am ET   ·   For:  12/31/08   ·   Accession #:  1352392-9-71   ·   File #:  0-31042

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/09  Noble Consolidated Inds Corp      10-K       12/31/08    5:8.4M                                   Global Filings, LLC/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Form 10-Ksb for Period Ending 12/31/2008            HTML    428K 
 3: EX-31.1     CEO Certification                                   HTML     15K 
 4: EX-31.2     CFO Certification                                   HTML     15K 
 5: EX-32.1     CEO & CFO Certification                             HTML      9K 
 2: EX-99       Blm Claim Map                                       HTML      5K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-KSB

———————

The aggregate market value of the issuer’s voting stock held as of December 31, 2008, by non-affiliates of the issuer was approximately $363,400 based on the closing market price of the registrant’s common stock of $0.08 as reported on the OTC Bulletin Board.

On December 31, 2008 the registrant had 5,322,026 shares of Common Stock, (0.001par value per share) issued and outstanding, and 129,699 shares of Series “A” preferred stock, (0.001par value per share) issued and outstanding.

Documents incorporated by reference: None

Transitional Small Business Disclosure Format: Yes ¨ No x

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Index to Annual Report

U.S. CANADIAN MINERALS, INC.

Index to

 Annual Report of Form 10-KSB

For the Period Ended December 31, 2008

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

CORPORATE BACKGROUND

We are an exploration company in the mining sector.  We hold 13 BLM land claims in Kingman AZ totaling 260 acres. 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.

Competition in this sector is significant and our competitive position is constrained due to our lack of resources to evolve and exploit our property. The Company's ability to compete is dependent upon managements' willingness to continue to work on the understanding that fees owed them will be paid when the Company accesses funds through a money raise, joint venture, asset sale or by whatever means are available. To a large degree day to day expenses of the Company are paid by management using their own personal funds. These expenses are accrued and are due management. The main business accomplishments of the last three years have been the completion of audits and filings that were late when current management took over in 2006, the removal of the SEC’s Wells Notice and the Company’s regaining a place on the OTC.BB with a Market Maker filing a 15c 211

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, 2008, The Company has no employees as of the date of this report.

At December 31, 2008, 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

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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 August 2008, the Company moved from 8000 W. Spring Mountain Road, Suite 1041, Las Vegas, NV 89117 to #161-936 Peace Portal Dr. Blaine, WA 98230. During 2008 the Company did not own any real property in the United States. The company had no investment in other organizations which owned interests in real estate, including mineral and/or mining rights.

ITEM 3.  LEGAL PROCEEDINGS.

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

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 was considering bringing a civil action against the Company seeking a civil injunction, administrative remedies, disgorgement and penalties. Since March 2006, management responded to the Wells notice within the time period allotted. US Canadian Minerals Inc. (the “Company”) received a letter dated September 2, 2008 from the Securities and Exchange Commission (”SEC”) notifying the Company that the staff of the SEC had completed its investigation of the Company and did not intend to recommend any enforcement action against the Company.

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.

Steven Brewer v. U S Canadian Minerals Inc. U S District Court, Clark County Case No. A Dept XVII

On April 25, 2008, U S Canadian Minerals Inc was served with a civil suit by Steven M Brewer.  Within 48 hours, we reached a verbal agreement with Mr. Brewer concerning these allegations

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wherein he agreed to drop the suit. The next day he verbally assured us that he was at the Las Vegas courthouse withdrawing the suit. Contrary to his word to us he, without notifying us, kept the suit filed, in contravention of our agreement. This suit is without merit and is frivolous.  We will vigorously defend the Company.  Furthermore, we will pursue all avenues available to us to seek remedy for the Company.  It is our intention to file countersuit against Mr. Brewer. On September 1, 2008 U S Canadian Minerals Inc took on Michael S Strange & Associates LLC as counsel to defend this case. Steven Brewer is suing for the sum of $500,000. The Company is defending itself against the suit but may have to pay the entire sum. The outcome of this suit and countersuit is not yet determinable; therefore, we have not recorded any amounts on the financial statements at this time.

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

On September 10, 2008 at a special meeting of the shareholders a majority of the shareholders voted to empower the Board of Directors to re negotiate and extend the consulting contracts for First Star Strategies Inc and Maria Regina Caeli Management Corp to provide services of Advisor to the Board from Adam Jenn, and CEO/CFO services from Van der Bok Busboom, respectively.

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

The Company's stock is quoted on the OTC-BB and pink sheets 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.

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At December 31, 2008, the company had 5,322,026 common shares issued and outstanding, and 129,699 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) 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, 2008, we had approximately 5,100 holders of record of our common stock and several other stockholders hold shares in street name.

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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:

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.

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

On April 23, 2008 the Company issued 20,000 preferred “A” shares for services.

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

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

On June 19, 2008 the Company issued 80,000 common shares for services.

On August 7, 2008 the Corporation permitted the conversion of 4,634 Preferred “A” shares into 463,400 shares of 144 stock.

On September 29, 2008 the Corporation issued 40,900 shares of 144 stock for cash. 

On October 20, 2008 the Corporation issued 100,000 common shares for services.

On December 4 2008 the Corporation issued 51,598 common shares for services.

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

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COD Mine

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

The COD Mine claims comprise 13 BLM non patented Lode claims on Federal land. Each claim is of 20 acres each for a total of 260 acres. The annual fee is $125 for each 20 acre claim for a total annual claim fee of $1625. The claims are located in the Cerbat Mountains outside of Kingman, Arizona. Specifically they are located in Section 28, Township 23 North, Range 17 West, of Gila and Salt River Base and Meridian, approximately ten miles north of Kingman, Arizona. Kingman is located in the far northwest corner of Arizona along Interstate 40, U.S. Route 66 and Arizona Route 93.

The mine can be reached by taking the Stockton Hill Road exit off of Interstate 40 north to a distance of approximately ten miles. Continue on Stockton Hill Road to a subdivision road extending west. Follow the subdivision road to the second southern extension road. From this point there is a rough dirt road to the mine site which requires a truck, two or four wheel drive to access the mine site. Both the Chief Executive Officer and the Chief Financial Officer have visited the site on more than one occasion. As well the Company has had a Geologist, “Qualified Person” as defined in NI 43-101 visit the property on more than one occasion.

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Below are the claim names, book and page numbers and BLM A.M.C. numbers.

In the immediate area of the C.O.D. Mine and the other associated mines, the predominant rock is a fairly course microcline granite, probably of the Precambrian Era.

This is associated with dark, fine-grained chlorite schist, in which the schistocity strikes North 20° West. There is a major jointing system which somewhat parallels the COD. Rico vein. This system is faulted with dikes and sills of altered basalt which prevails in the valley floor to the south and east.

 In the immediate area of the mine development, the chlorite schist is prevalent with the Precambrian granites being exposed on the ridge lines flanking the granite gneiss and microcline granite. The major mineralization within the claim group is contained within polymetallic quartz veins exposed along northwest trending faults. The first major fault system is evidenced by the COD Rico vein which strikes North 80° West and dips in the area of the mine development at 85° to 80° to the northeast. Evidence of the fault movement is the slickenside which exists predominantly on the footwall side of the vein structure. The vein systems are well defined with little extension of the mineralization into the foot or hanging wall sections. However, cross-fracture patterning and faulting striking with the schistocity and plating have resulted in considerable brecciation and the formation of high-grade ore shoots into the wall rocks.

Examination of the vein material reflects a banding of mineralization in an

inconsistent patterning with the ore values being clearly identifiable. The major areas and concentrations of high-grade mineralization are directly associated with the cross-faulting systems and fracture zones within the vein systems. The gangue minerals within the vein systems are quartz, with some calcite, calcium, carbonates and siderite. The ore minerals contained within the vein systems are gold, silver, pyrite, arsenopyrite, chalcopyrite, galena, bomite, covellite, chalcocite, anglesite, sphalerite, argentite, cerussite and smithsonite.

The mineralization is early to mid tertiary and possibly related to the laramide

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orogeny and appears to be associated with an unexposed pluton beneath the Ithica Peak quartz monzonite of Laramide age.

The mineralization with these vein systems is both hypene and supergene with supergene action resulting in sporadic oxide zones above the 400-foot level.

The White Eagle vein system which is the second major vein system strikes North 46° West to North 58° West and dips at approximately 87° to the south. The White Eagle vein system is composed of three parallel structures, less than 15 feet apart in most areas along its strike length. These veins roughly parallel the schistocity, The multiple vein systems of the White Eagle with an approximate width of 35 feet are indicative of a probable shear associated with the northwesterly trend,

Between the COD Rico vein and the White Eagle vein, there exist four known parallel structures. One of the structures which runs through the Unit mining claim strikes North 85° West and dips at approximately 71° to the northeast, No information exists on the balance of the structure; however, the Unit system had significant amounts of Ruby silver in the dumps.

To date, the C.O.D. Mine has been worked by previous operators, by an incline shaft (78°-80°) to the 600-foot level and a winze that has been sunk to the 740-foot level. Major production levels have been worked on the 400-, 500- and 600-foot levels.

The mine was worked principally by a main shaft (No. 1) about 400 foot depth

and by drifts and stopes on and between two main and two subordinate levels aggregating about 2,500 feet of underground work.

From the second, or 300-foot level to the surface, the ore, except some of the low grade, has been mostly stopped out for a distance of about 400 feet on either side of the shaft, especially on the east side beyond which good ore is reported. The second level extends to a point 900 feet west of the main shaft where connection with the surface is contemplated by a new double compartment shaft (No. 2) which is now 96 feet in depth and on completion is to be used as a main working shaft of the mine. At about 1,200 feet west of this shaft, a third shaft (No. 3) is sunk to the depth of 60 feet.

At the mine site there is currently no electricity, nearest electricity is approximately 1 mile away. In the past a generator was used. There is water in the main shaft at approximately the 100 foot level but no separate well or piped in water. A permit would be required to utilize water from the current underground shaft and tunnels. There is a main building which in the past served as an office and employee site. There is a water tank and a fuel tank. There is a temple above the main shaft but no winch.

There is a rod mill and jaw crusher. The crushing line is on a concrete pad upon which is a steel beam covered structure

As of December 31, 2008, we do not have an exploration program. There are no studies done by us establishing reserves.

Management lacks technical training and experience with exploring for, starting, and/or operating a mine; and that with no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within this industry.  Management’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration Companies commonly use; and our operations, earnings, and ultimate financial success could suffer due to management's lack of experience in this industry.

A map of the claims and a map of the geographical locale is found in Exhibits.

Auditor

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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.

 (ii) RESULTS OF OPERATIONS

For the fiscal year, 2008, the Company incurred a loss in the amount of $1,113,409 and $651,143 for 2007. 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.   The Company is concentrating its efforts at the COD Mine location in Kingman, Arizona. The Company continues to seek joint ventures, outright purchasers, capital infusions, and quality properties  in order to move forward towards becoming a revenue producing operation.

Liquidity and Capital Resources

The Company has had to rely on funds received from liquidating its mineral properties and loans from related parties. During 2008 the Company received loans of $2,010 from management for operating expenses as well as accruing accounts payable of $862,034.

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.

As of December 31, 2008, the Company had cash on hand of $2,302 compared to $4,707 as December 31, 2007.

For the fiscal year, 2008, the Company incurred a loss in the amount of $1,113,409 and $651,143 for 2007. 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

During the period from February 4, 1999 (date of inception) through December 31, 2008, the Company has incurred an accumulated net loss of $8,792,300 and has not attained profitability. 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 no revenues from operations in 2008. 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.

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 exploration or purchase plant or significant equipment.

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The Company has entered into no agreements or material transactions subsequent to December 31, 2008, 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 2008 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, 2008, the Company was authorized to issue 200 million shares of common stock.

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:

Receivables - In 2008 and 2007, the Company had no accounts receivable.

Inventory - In 2008 and 2007, 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.

Use of Estimates - The preparation of these financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to valuation allowances on accounts receivable and inventory, valuation and amortization policies on property and equipment, and valuation allowances on deferred income tax losses. The Company bases its estimates and assumptions on current facts, historical

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experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Securities and Exchange Commission in its release 33-8350, 34-48960; FR 72 Discussion of Management’s Discussion and Analysis states:

A company should address specifically why its accounting estimates or assumptions bear the risk of change. The reason may be that there is an uncertainty attached to the estimate or assumption, or it just may be difficult to measure or value. Equally important, companies should address the questions that arise once the critical accounting estimate or assumption has been identified, by analyzing, to the extent material, such factors as how they arrived at the estimate, how accurate the estimate/assumption has been in the past, how much the estimate/assumption has changed in the past, and whether the estimate/assumption is reasonably likely to change in the future. Since critical accounting estimates and assumptions are based on matters that are highly uncertain, a company should analyze their specific sensitivity to change, based on other outcomes that are reasonably likely to occur and would have a material effect. Companies should provide quantitative as well as qualitative disclosure when quantitative information is reasonably available and will provide material information for investors.

The major assumptions and estimates we have used are comprised of our having written down the value of our minerals claims in Kingman AZ. (The COD Mine ) to zero and an estimated tax rate of 39% to be applied in valuation of our net Operating Loss carry forwards.

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U.S. CANADIAN MINERALS, INC.

(A Exploration Stage Company)

FINANCIAL STATEMENTS

December 31, 2008 and 2007

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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 Exploration Company)

#161-936 Peace Portal Dr.

Blaine, WA 98230

We have audited the accompanying balance sheets of US Canadian Minerals, Inc. (A Exploration Company) as of December  31, 2008 and 2007, and the related statements of income and changes in member’s equity, and cash flows for the period then ended and the period from January 1, 2004 through December 31, 2008.  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 audits, these financial statements referred to above present fairly, in all material respects, the financial position of US Canadian Minerals, Inc. (A Exploration Company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the periods then ended and the period from January 1, 2004 through December 31, 2008 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 6 to the financial statements, the Company is an Exploration company facing competition from existing companies with considerably more financial resources and business connections. As of the date of this report, the Company may require additional capital for operational activities and the Company’s ability to raise capital through future issuances of common stock is unknown. Obtaining additional financing and attaining profitable operations are necessary for the Company to continue operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern as of the date of this report. The audited financial statements do not include any adjustments that may result from the outcome of these aforementioned uncertainties. Management's plans regarding those matters also are described in Note 6.

The Blackwing Group, LLC

Issuing Office: Independence, MO

April 11, 2009

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