The staff of the Securities and Exchange Commission has taken a significant step toward recommending civil securities fraud charges against U.S. Canadian Minerals, Inc., (Pink Sheets: USCA). On March 14, 2006, the Company received a “Wells Notice” indicating that the SEC staff may soon urge the Commission to institute a complaint alleging that U.S. Canadian has violated the federal securities laws by making material misrepresentations, employing improper accounting practices, and failing to make required filings in a timely manner.
This is not the Company’s first run in with regulators. On October 28, 2004 the SEC suspended trading of U.S. Canadian shares for ten days, citing concerns about the accuracy of publicly disseminated information regarding the Company’s financing and mining activities and claims about the value of the Company's assets.
U.S. Canadian has not filed any quarterly or annual financial reports with the SEC since November 2004, when it filed a Form 10-Q for the quarter ended September 30, 2004. U.S. Canadian later divulged that the September 30, 2004 Form 10-Q (as well as two previous financial reports) could no longer be relied upon because it placed too great a value on certain mineral rights.
U.S. Canadian partnered with another troubled company, CMKM Diamonds, Inc., in several failed mining efforts. See, Buddy Up! - CMKM Diamonds, Inc.; U.S. Canadian Minerals, Inc.; Juina Mining Corp.; St. George Metals, Inc.; and United Carina Resources Corp. In June 2004, U.S. Canadian and CMKM joined forces with two other Canadian-based mining ventures to hunt for diamonds in Smeaton, Saskatchewan, Canadian. Despite early reports of “diamondiferous” discoveries, no meaningful findings were uncovered or reported. A series of subsequent mining ventures by the two companies appear to have been similarly unsuccessful.
Then, on July 18, 2004, CMKM revealed that U.S. Canadian would purchase 5% of CMKM’s mineral claims in exchange for 7.5 million shares of U.S. Canadian stock and had been granted a one year option to purchase an additional 10% share of the CMKM claims for $15 million. To date, there has been no indication that CMKM’s claims – most of which were subsequently transferred to another struggling mining company - have any intrinsic value.
Although U.S. Canadian had little cash - $1,321 as of June 30, 2004 - and no revenues, on July 27, 2004, CMKM announced that U.S. Canadian had paid $3 million to exercise the option. It later was revealed that U.S. Canadian raised the funds by selling shares to an unidentified individual affiliated with CMKM. On September 28, 2004, U.S. Canadian announced that it had paid an additional $2.5 million to exercise another portion of the CMKM option.
With the CMKM option in its pocket and a series of contemplated mining projects on its agenda, U.S. Canadian announced that it would address pressing financial concerns by swapping $9,005,355 of U.S. Canadian common stock for shares of Langley Park Investment Trust Plc, a newly-formed London, England-based investment company that had been formed to invest in United States micro cap companies. The number of Langley Park shares issuable to U.S. Canadian was slated to be reduced if the price of U.S. Canadian stock dropped over the following two years – which it has. The Company has not indicated whether it continues to retain any interest in Langley Park.
A “Wells Notice” invites the targeted company – in this case, U.S. Canadian – to submit papers to thee SEC staff before a complaint is filed in order to deflect and potentially avoid charges. U.S. Canadian has not indicated whether it will make any such submission.
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