UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. DC 20549

~~______________~~FORM 8 - K

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant to TOSection ~~SECTION~~ 13 ORor 15 (d) ~~OF THE~~of

~~SECURITIES~~the Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of Report: ~~(Date of earliest event reported) September 28~~December 30, ~~2004~~2005

~~CARDINAL~~UNIVERSAL FOOD ~~MINERALS,~~& ~~INC.~~BEVERAGE COMPANY

(Exact name ~~Name~~ of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Nevada		000-27853		86-0913555
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Commission file number 00-27853

2950 E. Flamingo Road, Suite B, Las Vegas, Nevada		89121
NEVADA	86-0913555
(Address of Principal Executive Offices)		(Zip Code)
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

~~Registrant’s~~3830 COMMERCE ~~telephone number~~DRIVE, ~~including~~ST. ~~area~~CHARLES, ~~code~~ILLINOIS ~~800-537-4099~~60174

~~N/A~~(Address of principal executive offices) (Zip Code)

~~(Former~~Registrant's telephone ~~Name~~number orincluding ~~Former~~area ~~Address,~~code: ~~if Changed Since Last Report~~(630) 584-8670

~~Item~~Check the appropriate ~~1.01 Entry~~box ~~into~~below aif ~~Material~~the ~~Definitive~~Form ~~Agreement~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Ono ~~September~~Written ~~28,~~communications ~~2004,~~pursuant ~~Cardinal~~to ~~Minerals,~~Rule ~~Inc.,~~425 aunder ~~Nevada~~the ~~corporation~~Securities ~~(“Cardinal”),~~Act ~~entered into a Share Purchase Agreement and Plan of Reorganization~~ (~~“Reorganization~~17 ~~Agreement”)~~CFR ~~with Universal Food and Beverage Company, a Delaware corporation (“Universal”), for the exchange of all the outstanding shares and other equity based securities for shares of common stock, $~~230.01 par value, of Cardinal. Upon consummation of the share exchange, Universal will become a wholly owned subsidiary of Cardinal and the shareholders of Universal will become shareholders of Cardinal. The Universal shareholders collectively will own the majority of the post-transaction company.425)

~~Consummation~~o ofSoliciting ~~the~~material ~~transactions~~pursuant ~~under the Reorganization Agreement are conditioned upon a number of typical conditions and several requirements specific~~ to ~~the~~Rule ~~transaction, among which are: (i) Cardinal affecting a one (1)~~14a-~~for~~12 ~~ten~~under ~~(10)~~the ~~reverse~~Exchange ~~stock~~Act ~~split~~ (~~described~~17 inCFR ~~Section 3~~230.0314a-12)~~, (ii) Cardinal having changed its corporate name to “Universal Food and Beverage Company,” and (iii) joinder of each of the Universal shareholders to the Reorganization Agreement.~~

~~Universal~~o Pre-commencement communications pursuant t Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Universal,~~o ~~a Chicago~~Pre-~~based~~commencement ~~company,~~communications ~~currently~~pursuant ~~has~~t ~~the~~Rule ~~management~~14d-2(b) ~~agreement~~under ~~for~~ the ~~operation~~Exchange ofAct a(17 ~~water~~CFR ~~bottling plant in Independence, Virginia and is negotiating to acquire this bottling plant and other assets for the purpose of bottling and distributing water in the United States and Canada~~240.14d-2(b))

~~Universal is a start up enterprise founded in July 2004~~Item 1. ~~Universal is not yet an operating business and does not have any significant operating assets or amount of working capital~~01. Entry Into ~~Prior~~a toMaterial ~~the~~Definitive share exchange, it plans to acquire some of the operating assets it will need for its business plan and raise operating capital largely using its common stock and warrants to purchase its common stock. There is no assurance that it will be able to do this. These acquisitions are not conditions to the closing. Therefore, it is possible that Cardinal will change its business orientation and management but not have an operating business either soon after closing or ever.Agreement

~~Reorganization~~On December 30, 2005, Universal Food & Beverage Company entered into definitive agreements for a private placement of up to $3,250,000 of Senior Secured Exchangeable Convertible Notes (the "Notes") and related warrants to purchase up to 7,500,000 shares of our common stock ("Warrants"). We sold the securities to accredited investors in reliance on Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). The private placement closed as of December 30, 2005. Attached hereto as Exhibits are conformed copies of the Securities Purchase Agreement, the Registration Rights Agreement, the form of Note, the form of Warrant and the press release announcing the private placement.

Cardinal and Universal have entered into the Reorganization Agreement by which Cardinal will acquire all the outstanding stock of Universal. At the time of the share exchange, Universal will become a wholly owned subsidiary of Cardinal. Between now and the closing, each of the shareholders of Cardinal will be joined to the Reorganization Agreement either directly or by power of attorney to commit to exchange their shares. At this time, the current shareholders and future shareholders of Universal are not parties to the Reorganization Agreement. If the shareholders of Universal do not join to the Reorganization Agreement, the share exchange will not be possible.The Notes

1Principal and Interest

AtThe original ~~the~~principal ~~closing,~~amount ~~Universal will have no more than 33,049,666 shares~~ of ~~Universal~~the ~~common~~Notes ~~stock~~is ~~outstanding and will have no more than 13~~$3,~~666~~250,~~866 shares of common stock subject to issued common stock purchase warrants~~000. AtInterest ~~the~~on ~~time of closing of~~ the share exchange, each share of Universal common stock will be exchanged for one share of Cardinal common stock and issued warrants and options will be assumed by their terms, exercisable for the same number of shares of Cardinal common stock Notes is at the ~~exercise~~rate ~~price in the agreement. Of the anticipated outstanding shares~~ of ~~Universal~~10% common stock, 19,000,000 will be issued to the founders of Universal, which may not be issued at less than par. The other shares of Universal common stock to be issued for various acquisitions, if any, may not be at less than $0.75 per ~~share and the warrants that may be issued by Universal before the transaction must have exercise prices equal to or greater than $2~~annum.00 ~~per-share.~~

~~Each~~Maturity/Interest Payment share of Cardinal common stock issued to the Sellers in connection with the share exchange will not be registered and will be issued under an exemption from registration under Section 4(2), of the Securities Act of 1933, as amended (“Securities Act”). As such, the shares of Cardinal common stock issued to the Sellers will be restricted shares, and the holder thereof may not sell, transfer or otherwise dispose of such shares without registration under the Securities Act or an exemption therefrom. Dates

The Notes mature ~~Reorganization~~on ~~Agreement~~the ~~contains~~earlier ~~representations and warranties~~ of ~~each of Cardinal and Universal~~ (~~and upon accession, the Sellers~~i) ~~relating~~March to15, ~~among~~2006 ~~other~~or ~~things,~~ (aii) ~~proper~~upon ~~corporate~~a ~~organization~~Qualified ~~and similar corporate matters,~~ Financing (b)as ~~the~~defined ~~capital structure of each company, (c~~below) ~~the authorization~~, ~~performance~~unless ~~and~~otherwise ~~enforceability~~extended ofby the ~~Reorganization~~holders. ~~Agreement,~~Interest ~~(d)~~is payable ~~compliance~~on ~~with governmental and other authorizations and obtaining all consents required to consummate~~ the ~~share~~first ~~exchange,~~day ~~(e) holding~~ of ~~leases~~each ~~and~~calendar ~~ownership of other properties~~month, ~~including~~commencing ~~intellectual~~on ~~property,~~February ~~(f) liabilities and absence of undisclosed liabilities~~1, ~~(g) material encumbrances, (h) claims~~ 2006 and ~~litigation,~~on ~~(i)~~the ~~compliance~~maturity ~~with~~date ~~applicable~~or ~~laws,~~other ~~(j)~~date ~~contracts,~~principal ~~(k)~~is ~~employee~~required ~~matters,~~to ~~(l)~~be ~~corporate records~~paid, ~~(m) absence of material~~as ~~changes, (n) financial condition, (o) taxes and (r) compliance with~~ applicable ~~provisions of the securities laws, including past and transaction-related filings~~.

~~Each~~A "Qualified ofFinancing" ~~Cardinal~~is ~~and~~our ~~Universal~~issuance ~~has~~of ~~agreed~~any todebt, ~~continue~~equity toor ~~operate~~equity ~~their~~equivalent interest ~~business~~with inaggregate ~~the~~gross ~~ordinary~~proceeds ~~course~~to ~~prior~~us toof ~~the~~at ~~exchange.~~least $6 million.

Under the Reorganization Agreement, each of Cardinal and Universal has agreed to do certain things, some of which are conditions to the share exchange. Each company is obligated to (a) obtain all necessary approvals, which includes approval by the stockholders of both Cardinal and Universal for various aspects of the transaction, (b) give the other access to the records and personnel to complete due diligence review, (c) proceed expeditiously to undertake all actions so as to be able to consummate the share exchange, and (d) neither party will solicit or initiate proposals from, provide information to or hold discussions with any party concerning any sale of assets or any material portion of any capital stock or any merger, consolidation, business combination, liquidation or similar transaction, subject to theConversion at ~~fiduciary~~Holder's ~~obligations of directors generally.~~ Option

2Subject to certain limitations contained in the Notes, if a Qualified Financing has not occurred, the Notes are convertible, in whole or in part, at the option of the holders on the maturity date into shares of our common stock. The initial conversion price for the Notes is $0.40 per share, and is subject to adjustment as described in the Notes under certain circumstances, including subdivision or combination of our common stock.

~~Consummation~~The Notes contain ofpenalties ~~the~~if ~~share~~we ~~exchange~~do isnot ~~conditioned~~timely ~~upon,~~convert ~~among other things, (i) Cardinal having affected a reverse split at~~ the ~~rate~~Notes ofas ~~one~~requested ~~new~~by ~~share for every10 currently outstanding shares, (ii) Cardinal having changed its corporate name to “Universal Food and Beverage Company,” and (iii)~~ the ~~minimum amounts for which Universal common stock is sold or will be sold on exercise of warrants issued prior to the closing~~ holders. In addition Cardinal must prepare, file and distribute prior to the closing a 14C Information Statement regarding the reverse split and the name change and a Schedule 14(f)-1 Notice to Stockholders regarding the change of directors and officers,

~~The~~Redemption on ~~Reorganization~~Event Agreement may be terminated as follows: (i) by mutual consent, (ii) by either party if the share exchange is not consummated by November 15, 2004, (iii) by either party if the share exchange is prohibited by issuance of an order, decree or ruling, (iv) by either party if the other is in material breach of any representation, warranty, covenant or agreement, and (v) by Universal prior to October 15, 2004 if it discovers an inaccuracy in a representation or warranty of Cardinal or a condition that is reasonably likely to prevent Cardinal from being able to meet a covenant or condition to closing.. In the event of termination, both parties are responsible for their expenses.Default

3If there is an event of default under the Notes, subject to certain conditions in the Note, the holders may require that we redeem some or all of the Notes for an amount, depending upon the nature of the event of default, of up to 125% of the principal amount plus accrued and unpaid interest and late charges, if any.

Redemption on Change of Control

Upon a change of control event as provided in the Notes, a holder of Notes may require us to redeem such holder's Notes at a price equal to 125% of the principal amount of those Notes plus accrued and unpaid interest and late fees, if any; provided that the repurchase price will be increased if the closing price of our common stock at the time of the change in control exceeds the conversion price.

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Exchange at Holder's Option

If there is a Qualified Financing, the holders will have the right to exchange all or part of the Notes for the securities issued in the Qualified Financing at a price equal to 110% of the conversion amount plus accrued and unpaid interest on the Notes being exchanged.

Certain Other Rights

If we grant, issue or sell options or convertible securities or any rights to purchase any of our securities to our common stock holders, the holders will be entitled to acquire the securities or purchase rights that the holder would have acquired had the holder held the number of common shares the holder could acquire upon conversion of the Notes on the same terms as our common stockholders.

The Notes provide for similar rights to holders in the event that securities are issued to our common stockholders in connection with a merger, share exchange or other fundamental corporate event.

Ranking

The Notes are secured obligations and senior in right of payment to any existing and future senior indebtedness of the Company other than our currently outstanding mortgage financing and equipment line financing.

Additional Covenants

So long as the Notes are outstanding, we have agreed not to:

·	file any registration statement other than as required by the registration rights agreement, subject to certain limitations;

·	issue any additional securities or related rights, unless we offer them first to the buyers under the securities purchase agreement, subject to certain limitations;

·	enter into any fundamental corporate transaction (such as a merger, asset sale or tender offer) unless the successor entity specifically assumes the Notes and related obligations;

·	directly or indirectly, incur or guarantee, any indebtedness other than the Notes and permitted indebtedness identified in the Notes;

·	directly or indirectly, allow any mortgage, lien, or other encumbrance upon or in any property or assets owned by the Company or any of its subsidiaries other than permitted liens identified in the Notes; and

·	directly or indirectly, make any payments in respect of, all or any portion of any permitted indebtedness, if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event of default under the Notes has occurred and is continuing.

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The Warrants

Under the Securities Purchase Agreement, we issued warrants to purchase 6,923,077 shares of its common stock to the holders, at an exercise price of $0.01 per share, subject to certain adjustments described in the Warrant. The Warrants expire on December 30, 2010.

The Warrants contain provisions similar to those described above under "Certain Other Rights" in connection with a description of the Notes.

If by January 15, 2006, we deliver certain security documents as required by the Securities Purchase Agreement, 500,000 of the shares subject to the Warrant will not be exerciseable. If by January 15, 2006, we deliver certain good standing certificates as required by the Securities Purchase Agreement, 500,000 of the shares subject to the Warrant will not be exerciseable.

Reservation of Shares

We reserved 16,125,000 shares of our common stock for issuance on conversion of the Notes and exercise of the Warrants.

Limitation on Conversion or Exercise

We are required not to effect any conversion of the Notes or exercise of Warrants, and a holder has no right to convert any Note or exercise any Warrant, that would result in any person owning in excess of 9.99% of the shares of our common stock outstanding immediately after giving effect of such conversion exercise. A holder may increase this percentage with respect to such holder's ownership by sixty days written notice to us.

Registration Rights

The Notes, the Warrants and our common stock issuable upon conversion of the Notes and exercise of the Warrants have not been registered under the Securities Act or the securities laws of any jurisdiction, and these securities may not be offered or sold in the United States or any other jurisdiction where such registration is required and has not been effected, except in a transaction not subject to, or exempt from the registration requirements of the Securities Act and any other applicable securities laws.

Pursuant to a Registration Rights Agreement we have agreed to:

·	file a registration statement covering the resale of the common stock issuable upon conversion of the Notes and exercise of the Warrants with the Securities and Exchange Commission on or prior to February 14, 2006, and

·	use best efforts to cause the registration statement to become effective within 120 days of such date (or within 150 days of such date if the filing is reviewed by the Securities and Exchange Commission).

We will be required to pay certain "registration delay payments" as described in the registration rights agreement if these deadlines are not met or the shelf registration statement is otherwise unavailable for the resale of the securities.

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Use of Proceeds

We have used the proceeds to pay down obligations to Independence Water Group, LLC and pay other current indebtedness and the balance will be used for working capital and capital expenditures.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

See the discussion above under Item 1.01 with respect to the issuance of the Notes and Warrants.

Item 3.02 Unregistered Sales of Equity Securities

~~In connection with~~ See the discussion ~~exchange,~~above ~~each~~under ofItem ~~Universal’s shares of outstanding common stock will be converted into the right to receive one (~~1~~) share of Cardinal’s common stock~~.01 Aswith ~~provided~~respect ~~in the Reorganization Agreement, Cardinal will issue up~~ to ~~33,049,666 shares of Cardinal common stock (on a post-reverse split basis) in exchange for all~~ the ~~outstanding~~issuance ~~shares~~ of ~~Universal common stock and Cardinal will assume each outstanding option and warrant of Universal and thereafter be obligated to issue up to 13,666,866 additional shares under~~ the terms of those agreements. Following the reverse split, the current Cardinal stockholders will hold approximately 2,653,063 shares of Cardinal common stock. See Item 3.03 for more information concerning the reverse split ofNotes ~~Cardinal common stock~~ and Warrants.

Each share of Cardinal common stock issued to the Sellers in connection with the share exchange will not be registered under the Securities Act and will be issued under an exemption from registration under Section 4(2) of the Securities ActItem 9.01 Financial Statements ~~As such, the shares of Cardinal common stock issued to the Sellers will be restricted shares,~~ and ~~the holder thereof may not sell, transfer or otherwise dispose of such shares without registration under the Securities Act or an exemption therefrom~~Exhibits. ~~The Sellers will make representations concerning this exemption in the Reorganization Agreement.~~

~~Item~~The following ~~3.03 Material~~Exhibit ~~Modification~~is toincluded ~~Rights of Security Holders~~herein:

Prior to the closing of the share exchange and as a condition to the completion of the share exchange, Cardinal is required to complete a reverse split of its common stock, pursuant to which every ten outstanding shares of common stock will be reverse split into one newly issued share of common stock. Cardinal will round up for any fractional interests. There will be no dissenters or appraisal rights in connection with the reverse split.

Because Cardinal is organized under Nevada law, the reverse split will not change the number of authorized shares of common stock nor will the reverse split change the par value of Cardinal’s common stock. There will be no change in the number of Cardinal stockholders as a result of the reverse split.

Cardinal is presently authorized under its certificate of incorporation to issue 100,000,000 shares of common stock with a par value of $0.01 and 25,000,000 shares of preferred stock with a par value of $0.01.

Prior to the closing of the share exchange and as a condition to its completion, Cardinal will amend its articles of incorporation to change the name of the corporation to “Universal Food & Beverage Company”. As a result of this name change, the trading symbol for Cardinal will change. No other rights of the shareholders will be affected by the name change.

Management of Cardinal, which currently owns a majority of the outstanding shares of common stock of Cardinal, is expected to approve the reverse split, the name change and the amendments of its certificate of incorporation effecting the reverse split and name change by written consent of the majority of stockholders without a meeting. Such amendments to Cardinal’s certificate of incorporation will be contingent upon the closing of the share exchange and will become effective upon filing of such amendments with the Nevada Secretary of State. Cardinal intends to file with the SEC and mail to each of its stockholders an Information Statement under Rule 14C of the Exchange Act disclosing the stockholders approval of the foregoing amendments.

Item 5.01. Changes in Control of Registrant

If the exchange transaction contemplated by the Reorganization Agreement is completed, there will be a change of control. Cardinal has agreed to take steps to cause the appointment of the nominees of Universal to be the new members of the board of directors and the executive officers of Cardinal after the share exchange. These persons have not been identified yet, and the change of control will be effective only upon closing after Cardinal’s compliance with the requirements of Rule 14F of the Exchange Act under which Cardinal, at least 10 days prior to the closing of the share exchange and after filing with the SEC, must distribute to its stockholders a Schedule 14(f)-1 Notice to Stockholders.

Following the share exchange, the business activities of both Cardinal and Universal will be under the management and supervision of the Universal nominees, and the existing management of Cardinal will have no involvement in the business and affairs of Cardinal or Universal.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

N/A

(b) Pro Forma Financial Information

N/A

Exhibit Number	Description
2.1	Share Purchase Agreement and Plan of Reorganization (without exhibits and schedules)

4(a)

Form of Senior Secured Exchangeable Convertible Note.

54(b) Registration Rights Agreement dated as of December 30, 2005 by and among Universal Food & Beverage Company, and the Buyers as defined therein.

10(a)

Securities Purchase Agreement dated as of December 30, 2005 by and among Universal Food & Beverage Company, and the Buyers as defined therein.

10(b)

Form of Warrant Agreement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 1, 2004	CARDINAL MINERALS, INC.
	UNIVERSAL FOOD & BEVERAGE COMPANY
	(Registrant)
DATE: January 5, 2006	By:	/s/ Duane N. Martin
		/s/ Roland Vetter
		Duane N. Martin
		Roland Vetter
		Chairman and Chief Executive Officer
		President and Director

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Share Purchase Agreement and Plan of Reorganization

Filing Compare · UNIVERSAL FOOD & BEVERAGE COMPNY