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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/16/05 Noble Consolidated Inds Corp 8-K:2,9 11/22/05 3:72K Publicease Inc/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 21K 2: EX-99.1 Asset Purchase Agreement HTML 34K 3: EX-99.2 Acknowledgment of Funds Received HTML 8K
| Current Report |
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(Date
of earliest event reported)
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U.S.
CANADIAN MINERALS, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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33-0843633
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(State
of Other Jurisdiction of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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(Address
of Principal Executive Offices)
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(702)
433-8223
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(Registrant's
telephone number, including area code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.01.
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Completion
of Acquisition or Disposition of Assets
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On
August 3, 2005, U.S. Canadian Minerals, Inc., a Nevada corporation
(the "Company"), and Minera Compania Double Down, SA, an Ecuador
corporation (the "Buyer") executed an Asset Purchase Agreement
(the
"Agreement"), which is attached hereto as an exhibit. However,
as
acknowledged in the Acknowledgement of Funds Received, attached
hereto as an exhibit, full consideration was not transferred to
the
Company until September 9, 2005.
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The
Agreement provides for the sale to the Buyer of 100% of the Company's
80%
interest in Yellow River Mining, SA, an Ecuador corporation ("Assets"),
which owns certain mineral rights to land in Ecuador. The Buyer
holds
46.6% of the Company's common stock.
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As
consideration for the Assets, the Buyer paid the Company $800,000,
which
includes the assumption of a $127,000.00 debt owed by the Company
to
Nevada Minerals, Inc., a Nevada corporation.
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The
period between the execution of the Agreement and the filing of
this Form
8-K has been marked by internal re-structuring and logistical matters.
For
example, as reported in the Form 8-K dated November 17, 2005, the
Company's Chief Financial Officer, Marti Hansen parted ways with
the
Company. The Company is in the process of finding her replacement
and also
devising new disclosure controls. In addition, the Company's Chief
Executive Officer, Rendal Williams, has been required to spend
extended
periods of time in Ecuador implementing the terms of the Agreement.
Translation issues have also been an issue in finalizing and implementing
the Agreement.
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Item
9.01.
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Financial
Statements and Exhibits
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(c)
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Exhibits
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99.1
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Asset
Purchase Agreement
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99.2
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Acknowledgement
of Funds Received
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SIGNATURE
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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U.S.
CANADIAN MINERALS, INC.
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By:
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/s/
Rendal Williams
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Name:
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Rendal
Williams
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Title:
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CEO
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| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/16/05 | |||
| For Period End: | 11/22/05 | |||
| 11/17/05 | 8-K | |||
| 9/9/05 | 8-K | |||
| 8/3/05 | ||||
| List all Filings | ||||