CMKM Diamonds Inc (fka CMKX)

[bob41]

Jim: ...pointless as USCA have not filed yet concering anything purchased from CMKX.
Please refer to the 8K filed by UCAD on 7/21/2004.

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2004

U.S. Canadian Minerals, Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)

Nevada 0-25523 33-0843633
--------------------- -------------------- ------------
(State or other jurisdiction (Commission File No.) (I.R.S.
of incorporation) Identification No.)

4955 S. Durango #216, Las Vegas, NV 89113
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(Address of principal executive offices) (Zip Code)

Registrant's Phone: [phone] Fax: [phone]


- --------------------------------------------------------------
(Former name or former address, if changed, since last
report)


ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

The Company purchased 5% of all current and future claim
holdings and mineral interests of CMKM Diamonds in exchange
for 7.5 million shares of common stock of U. S. Canadian. In
addition, the Company acquired an option to purchase an additional
10% of such interests for $15,000,000.

The Claims are located mostly in Sasketchewan Canada.

The Company also purchased an additional 20% of the Saskatechewan
claims held by Nevada Minerals, Inc. with whom the Company has a
Joint Venture Agreement.


SIGNATURES

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.


Date: July 21, 2004 By:
-----------------------
Rendal Williams
Chief Executive Officer

ASSET PURCHASE AGREEMENT

Agreement dated as of July 18, 2004, between U. S. Canadian
Minerals, Inc., a Nevada corporation (U. S. Canadian or
Buyer) on behalf of its shareholders, and CMKM Diamonds,
Inc.. (CMKM DIAMONDS) a Nevada corporation (Seller).
Whenever both parties are collectively referred in this
Agreement they shall be designated as the parties.

The parties wish to provide for Seller's sale of the Assets
to Buyer and Buyer s purchase of the Assets from Seller on
the terms and conditions of this Agreement.

The parties agree as follows:

1. The Acquisition.

1.1 Purchase and Sale. Subject to the terms and conditions
of this Agreement, at the Closing to be held as provided in
Section 2, Seller shall sell the Assets to Buyer, and Buyer
shall purchase the Assets from Seller, free and clear of all
Encumbrances (Assets).

1.2 Purchase Price. Seller will sell 5% of all current
and future claim holdings and mineral interests in exchange
for 7.5 million shares of common stock of U. S. Canadian.
The shares exchanged hereunder shall be newly issued restricted
shares under Rule 144 with a holding period of at least one
year from the date of their issuance by UCAD and shall not have
the holding period thereunder shortened by means of a dividend.
Such shares may be distributed by means of a dividend but shall
not take the holding or tacking periods of the underlying shares.
By this agreement between both parties, in the event such transfer
is initiated, the shares shall be deemed cancelled and void and
this Agreement is deemed authorizated by both parties for such
cancelation.