Owner
Post by Franko10 ™ on Dec 16, 2005 20:03:16 GMT -5
US Canadian Minerals Inc · 8-K · For 11/22/5
Filed On 12/16/5 4:57pm ET · SEC File 0-31042 · Accession Number 1019687-5-3428
Item 2.01. Completion of Acquisition or Disposition of Assets
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.
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.
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.
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.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Asset Purchase Agreement
99.2 Acknowledgement of Funds Received
SIGNATURE
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.
U.S. CANADIAN MINERALS, INC.
By: /s/ Rendal Williams
Name: Rendal Williams
Title: CEO
Date: December 16, 2005
Filed On 12/16/5 4:57pm ET · SEC File 0-31042 · Accession Number 1019687-5-3428
Item 2.01. Completion of Acquisition or Disposition of Assets
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.
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.
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.
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.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
99.1 Asset Purchase Agreement
99.2 Acknowledgement of Funds Received
SIGNATURE
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.
U.S. CANADIAN MINERALS, INC.
By: /s/ Rendal Williams
Name: Rendal Williams
Title: CEO
Date: December 16, 2005
