Owner
Post by Franko10 ™ on Dec 16, 2004 23:23:41 GMT -5
16-Nov-2004
Quarterly Report
ITEM 2 MANAGEMENT'S PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-QSB which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
STOCK SPLIT AND SYMBOL CHANGE
On October 27, 2004, the Company effected a three for one stock split and changed its trading symbol to USCA. The previous trading symbol had been UCAD. All share and per share numbers contained herein have been adjusted to reflect the stock split, except for such numbers contained in the financial statements and notes thereto.
GENERAL DESCRIPTION OF BUSINESS
U.S. Canadian Minerals is headquartered in Las Vegas, Nevada. On its own and through Joint Ventures, the Company is looking to expand and develop mining properties throughout North and South America. The Company has the following projects, which are in varying stages of development.
Fort a La Corne
On January 20, 2004, the Company acquired from Nevada Minerals, Inc. a 20% interest in the mineral rights to 500,000 acres in Saskatchewan Canada near Fort a La Corne (the "Fort a La Corne Property"). The Company issued 15,000,000 shares of its common stock to Nevada Minerals as consideration for such rights. On July 18, 2004, Nevada Minerals conveyed an additional 20% interest in the mineral rights to the Fort a La Corne Property to the Company for 100,000 Preferred A shares, giving the Company an aggregate 40% of the mineral rights to the Fort a La Corne property. The mineral rights include the right to explore and exploit all minerals discovered in the fort a La Corne property. The Company hopes, based upon certain magnetic imaging technology, that the Fort a La Corne Property contains kimberlites with diamonds. Kimberlites are raw materials in which diamonds are sometimes found. The Company has conducted preliminary drilling and obtained core samples that are presently being examined in a geological laboratory. So far none of these samples has kimberlites in commercially viable quantities and there can be no assurance that any kimberlite with commercially viable quantities of diamonds will ever be found on the Fort a La Corne Property.
Lincoln County
The Company acquired from Nevada Minerals, Inc., for nominal consideration, an option to purchase a mining operation and associated property located in Rachel, Lincoln County, Nevada, (the "Rachel Property") for an exercise price of $2,000,000. The Company does not expect to exercise this option. Moreover, Nevada Minerals' title to the Rachel Property is the subject of litigation. Nevada Minerals acquired the Rachel Property in a foreclosure proceeding, and the person from which title to the Rachel Property was acquired in the foreclosure has filed a lawsuit against Nevada Minerals to have such title reinstated in it. While the Company had initially formed an intention to exercise the option to acquire the Rachel Property, it no longer intends to do so because of its new focus on its Ecuador projects and because it would have to spend $300,000 to build a processing facility on the Property. The option does not expire until failure to exercise upon 10 days written notice of a bonafide offer to purchase the Rachel Property by a third party, however, and the Company may exercise the option to acquire the Rachel Property at any time that the Company concludes that it is in its best interest to do so. John Edgar Dhonau, who owns a majority of the Company's common stock, owns all of and controls Nevada Minerals.
Smeaton
On March 22, 2004, in consideration of a payment of $50,000, the Company acquired from United Carina Resources Corp. and Consolidated Pine Channel Gold Corp., both of which are incorporated under the laws of Canada and have offices at 105-111 Research drive, Saskatoon, Saskatchewan, Canada, an option to acquire an undivided 25% interest (the "Smeaton Claims") in the mineral rights to 22,447 acres located near the Fort a La Corne Property (the "Smeaton Property") subject to a 1% net overriding Smelter Royalty. In order to exercise this option, the Company must spend $200,000 CDN on a development and exploration project on the Smeaton Property. The option expires on March 31, 2005. To date, the Company has spent nothing on any such development and exploration and has not formed an opinion as to whether any such expenditure would be in the best interest of the Company.
Juina Mining Corporation
On March 23, 2004, the Company acquired approximately 85% of the outstanding capital stock of Juina Mining Corporation, a Nevada corporation ("Juina"). The Company acquired the stock from James D. McFadden, Mark Hutchison and Richard Taulli in exchange for 833,334 shares, 179,091 shares and 150,000 shares respectively, of the Company's common stock and for a $200,000 private placement. At the time of this acquisition, there was an understanding between the Company and Mr. Hutchison that he would become a Director of the Company. The Company has the rights, exercisable in whole or in part at the option of the Company, for one year from the date of exchange in the case of Messrs. McFadden and Hutchison and 120 days from the date of exchange in the case of Messr. Taulli to repurchase the shares of its common stock issued to each of Messrs. McFadden, Hutchison and Taulli, at a price of $1.33 per share.
Juina owns 49% of a joint venture called Juina Mining Mineracao, Ltda. ("JMML"). The remaining 51% of JMML is owned by DIAGEM International Resources Corp., a Canadian corporation ("DIAGEM").
The sole asset of JMML is an 86% working interest in the mineral and mining rights to 2,471 acres of land in the District of Juina, Mato Grosso, Brazil ("Property 1000") as well as the equipment and processing facility appurtenant thereto.
At present, there are no operations being conducted by JMML because, among other considerations, the required permits have not been issued by the relevant governmental agencies. There is no assurance that any such permits ever will be issued. Moreover, JMML is controlled by Diagem, which has publicly disclosed that it considers the company to be inactive.
Yellow River Mining
The Company owns 80% of Yellow River Mining S.A., which owns the Yellow River processing plant in the Provincia Del Oro (Province of Gold) in southwest Ecuador. This area has been actively mined since the 1600s. The Yellow River processing plant extracts gold from ore taken from mines in the area. The capacity of the processing plant is presently being expanded to 40 tons per day of ore. Yellow River S.A. receives 50% of the gold it extracts at its plant. To date, the Yellow river processing plant has produced only negligible revenues. The other 20% of Yellow River Mining S.A. is owned by an individual who is an Ecuadorian resident, from whom the Company acquired its 80% interest.
Quarterly Report
ITEM 2 MANAGEMENT'S PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included or incorporated by reference in this Form 10-QSB which address activities, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); finding suitable merger or acquisition candidates; expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates," "expects," "estimates," "plans," "may," "will," or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
STOCK SPLIT AND SYMBOL CHANGE
On October 27, 2004, the Company effected a three for one stock split and changed its trading symbol to USCA. The previous trading symbol had been UCAD. All share and per share numbers contained herein have been adjusted to reflect the stock split, except for such numbers contained in the financial statements and notes thereto.
GENERAL DESCRIPTION OF BUSINESS
U.S. Canadian Minerals is headquartered in Las Vegas, Nevada. On its own and through Joint Ventures, the Company is looking to expand and develop mining properties throughout North and South America. The Company has the following projects, which are in varying stages of development.
Fort a La Corne
On January 20, 2004, the Company acquired from Nevada Minerals, Inc. a 20% interest in the mineral rights to 500,000 acres in Saskatchewan Canada near Fort a La Corne (the "Fort a La Corne Property"). The Company issued 15,000,000 shares of its common stock to Nevada Minerals as consideration for such rights. On July 18, 2004, Nevada Minerals conveyed an additional 20% interest in the mineral rights to the Fort a La Corne Property to the Company for 100,000 Preferred A shares, giving the Company an aggregate 40% of the mineral rights to the Fort a La Corne property. The mineral rights include the right to explore and exploit all minerals discovered in the fort a La Corne property. The Company hopes, based upon certain magnetic imaging technology, that the Fort a La Corne Property contains kimberlites with diamonds. Kimberlites are raw materials in which diamonds are sometimes found. The Company has conducted preliminary drilling and obtained core samples that are presently being examined in a geological laboratory. So far none of these samples has kimberlites in commercially viable quantities and there can be no assurance that any kimberlite with commercially viable quantities of diamonds will ever be found on the Fort a La Corne Property.
Lincoln County
The Company acquired from Nevada Minerals, Inc., for nominal consideration, an option to purchase a mining operation and associated property located in Rachel, Lincoln County, Nevada, (the "Rachel Property") for an exercise price of $2,000,000. The Company does not expect to exercise this option. Moreover, Nevada Minerals' title to the Rachel Property is the subject of litigation. Nevada Minerals acquired the Rachel Property in a foreclosure proceeding, and the person from which title to the Rachel Property was acquired in the foreclosure has filed a lawsuit against Nevada Minerals to have such title reinstated in it. While the Company had initially formed an intention to exercise the option to acquire the Rachel Property, it no longer intends to do so because of its new focus on its Ecuador projects and because it would have to spend $300,000 to build a processing facility on the Property. The option does not expire until failure to exercise upon 10 days written notice of a bonafide offer to purchase the Rachel Property by a third party, however, and the Company may exercise the option to acquire the Rachel Property at any time that the Company concludes that it is in its best interest to do so. John Edgar Dhonau, who owns a majority of the Company's common stock, owns all of and controls Nevada Minerals.
Smeaton
On March 22, 2004, in consideration of a payment of $50,000, the Company acquired from United Carina Resources Corp. and Consolidated Pine Channel Gold Corp., both of which are incorporated under the laws of Canada and have offices at 105-111 Research drive, Saskatoon, Saskatchewan, Canada, an option to acquire an undivided 25% interest (the "Smeaton Claims") in the mineral rights to 22,447 acres located near the Fort a La Corne Property (the "Smeaton Property") subject to a 1% net overriding Smelter Royalty. In order to exercise this option, the Company must spend $200,000 CDN on a development and exploration project on the Smeaton Property. The option expires on March 31, 2005. To date, the Company has spent nothing on any such development and exploration and has not formed an opinion as to whether any such expenditure would be in the best interest of the Company.
Juina Mining Corporation
On March 23, 2004, the Company acquired approximately 85% of the outstanding capital stock of Juina Mining Corporation, a Nevada corporation ("Juina"). The Company acquired the stock from James D. McFadden, Mark Hutchison and Richard Taulli in exchange for 833,334 shares, 179,091 shares and 150,000 shares respectively, of the Company's common stock and for a $200,000 private placement. At the time of this acquisition, there was an understanding between the Company and Mr. Hutchison that he would become a Director of the Company. The Company has the rights, exercisable in whole or in part at the option of the Company, for one year from the date of exchange in the case of Messrs. McFadden and Hutchison and 120 days from the date of exchange in the case of Messr. Taulli to repurchase the shares of its common stock issued to each of Messrs. McFadden, Hutchison and Taulli, at a price of $1.33 per share.
Juina owns 49% of a joint venture called Juina Mining Mineracao, Ltda. ("JMML"). The remaining 51% of JMML is owned by DIAGEM International Resources Corp., a Canadian corporation ("DIAGEM").
The sole asset of JMML is an 86% working interest in the mineral and mining rights to 2,471 acres of land in the District of Juina, Mato Grosso, Brazil ("Property 1000") as well as the equipment and processing facility appurtenant thereto.
At present, there are no operations being conducted by JMML because, among other considerations, the required permits have not been issued by the relevant governmental agencies. There is no assurance that any such permits ever will be issued. Moreover, JMML is controlled by Diagem, which has publicly disclosed that it considers the company to be inactive.
Yellow River Mining
The Company owns 80% of Yellow River Mining S.A., which owns the Yellow River processing plant in the Provincia Del Oro (Province of Gold) in southwest Ecuador. This area has been actively mined since the 1600s. The Yellow River processing plant extracts gold from ore taken from mines in the area. The capacity of the processing plant is presently being expanded to 40 tons per day of ore. Yellow River S.A. receives 50% of the gold it extracts at its plant. To date, the Yellow river processing plant has produced only negligible revenues. The other 20% of Yellow River Mining S.A. is owned by an individual who is an Ecuadorian resident, from whom the Company acquired its 80% interest.
