UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM
10-Q   X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the quarterly period ended:
June 30, 2008OrTRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934For the transition period from:
_____________ to _____________   Universal Potash Corp. (Exact
name of registrant as specified in its charter)   Nevada
000-50915
90-0342342(State or Other Jurisdiction
(Commission
(I.R.S. Employerof
Incorporation)
File Number)
Identification No.)  11850 South
Highway 191, Unit B-9, Moab, UT  84532 (Address
of Principal Executive Office) (Zip Code) (435)
259-0460 (Registrants telephone number, including area code)  Utah
Uranium Corp. (Former
name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of
theSecurities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant wasrequired to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
X
Yes

NoIndicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company.  See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in
Rule 12b-2 of the Exchange Act.Large accelerated filer
[  ]
Accelerated filer
[  ]Non-accelerated filer
[  ] (Do not check if a smaller reporting
company)
Smaller reporting company
[x]Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act).
[  ] Yes

X
NoIndicate the number of shares outstanding of each
of the registrants classes of common stock, as of the latest practicable
date:  38,779,200 common shares issued and outstanding as of
August 12, 2008


PART I 
FINANCIAL INFORMATION     Item
1. Financial
Statements. Following are the financial statements of the Company for
the period ended June 30, 2008.              UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An
exploration stage company)  Financial Statements   June
30, 2008                      Index  Balance Sheets  Statements of Operations  Statements of Cash Flows  Notes to the Financial Statements                          UNIVERSAL POTASH
CORP.(formerly Utah Uranium
Corp.)(An exploration stage
company)BALANCE SHEETSJune 30,
March 312008
2008(Unaudited)
(Audited)ASSETSCurrent AssetsCash
$ 33,564
$ 113,270Prepaids
5,322
5,322Marketable securities - Note 2
20,000
18,000Total Current Assets
58,886
136,592Mineral properties - Note 3
728,500
638,500Total Assets
$ 787,386
$ 775,092LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts payable and accrued
liabilities
$ 217,539
$ 156,272Exploration advances - Notes 3(a) and
(e)
79,179
84,865Promissory notes - Note 4
319,957
319,957Due to related parties - Note 5
75,108
75,108Total Liabilities
691,783
636,202Stockholders' EquityCommon stock - Note 6Authorized : 100,000,000
common shares, $0.0001 par valueIssued and outstanding:
38,579,200 common shares (March 31, 2008: 38,529,200)
3,858
3,853Additional paid-in capital
1,837,123
1,795,628Common stock subscribed
-
-Accumulated other comprehensive
loss
(5,000)
(7,000)Deficit accumulated during the
exploration stage
(1,740,378)
(1,653,591)Total Stockholders' Equity
95,603
138,890Total Liabilities and Stockholders'
Equity
$ 787,386
$ 775,092Going Concern Contingency  - Note
1Commitments  - Note 3Subsequent events  - Note 9The accompanying notes are an integral
part of these financial statements                UNIVERSAL POTASH CORP.(formerly Utah Uranium Corp.)(An exploration stage company)STATEMENTS OF OPERATIONSFebruary 15,Three Months

Three Months
2001 (date ofEnded

Ended
inception) toJune 30,

June 30,
June 30,2008

2007
2008ExpensesAmortization
$ -

$ 36
$ 257Compensation expenses
-

-
-Compensation expenses
-

-
48,960Consulting fees - Note 5
48,434

243,902
566,835General and administrative
30,413

41,119
489,644Impairment of mineral properties
-

-
345,100Interest expense
-

-
53,334Mineral properties costs - Note
3
1,940

734,529
194,248Rent - Note 7
6,000

3,500
42,000Net loss
$ (86,787)

$ (1,023,086)
$ (1,740,378)Net loss per share attributable to
commonstockholders:Basic and diluted
$ (0.00)

$ (0.03)Weighted average number ofcommon shares outstanding:Basic and diluted
38,488,541

36,989,969The accompanying notes are an integral
part of these financial statements                              UNIVERSAL POTASH CORP.(formerly Utah Uranium Corp.)(An exploration stage company)STATEMENTS OF CASH FLOWSFebruary 15,Three Months

Three Months

2001 (date ofEnded

Ended

inception) toJune 30,

June 30,

June 30,2008

2007

2008Operating ActivitiesNet loss
$ (86,787)

$ (1,023,086)

$ (1,740,378)Non-cash items:- Accrued interest on
promissory notes
-

-

53,334- Amortization
-

36

432- Compensation
expense
-

-

48,960- Donated service
1,500

1,500

19,500- Shares issued for
services
-

200,020

270,751- Shares issued for mineral
properties
40,000

548,980

365,100Changes in non-cash working capital
items:- Prepaids
-

(11,000)

(5,324)- Accounts payable and
accrued liabilities
61,267

35,544

211,372- Due to related
parties
-

-

29,673Net cash used in operating activities
15,980

(248,006)

(746,580)Investing ActivitiesAcquisition of equipment
-

-

(432)Mineral properties
(90,000)

-

(375,000)Proceeds from mineral property
option
-

-

175,000Exploration advances
(5,686)

-

79,179Net cash flows used in investing
activities
(95,686)

-

(121,253)Financing activitiesAdvances from related parties
-

-

49,980Proceeds from the issuance of common
stock
-

50,000

431,460Proceeds from the issuance of
promissory notes
-

193,930

419,957Net cash flows provided by financing
activities
-

243,930

901,397Change in cash
(79,706)

(4,076)

33,564Cash, beginning
113,269.64

28,303

-Cash, ending
$ 33,564

$ 24,227

$ 33,564Supplemental cashflow information - Note
8The accompanying notes are an integral
part of these financial statements   UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008    1. Basis of presentation Unaudited
Interim Financial Statements As of July 31, 2008, the Company has
changed its name from Utah Uranium Corp. to Universal Potash Corp. There was no
change in share capital and no consolidation of shares associated with this name
change. The accompanying unaudited interim financial statements have been
prepared in accordance with generally accepted accounting principles in the
United States (US GAAP) for interim financial information and with the
instructions to Form 10-Q. They may not include all information and footnotes
required by US GAAP for complete financial statements. The interim unaudited
financial statements should be read in conjunction with those financial
statements included in the Form 10-KSB as at March 31, 2008. In the opinion of
Management, all adjustments considered necessary for a fair presentation,
consisting solely of normal recurring adjustments, have been made. Operating
results for the period ended June 30, 2008, are not necessarily indicative of
the results that may be expected for the year ending March 31, 2009.  Going Concern These financial statements do not give
effect to any adjustments which would be necessary should the Company be unable
to continue as a going concern and therefore be required to realize its assets
and discharge its liabilities in other than the normal course of business and at
amounts different from those reflected in the accompanying financial
statements.  The Company has not generated any operating
revenues to date.  The Company does not have adequate funds to cover
overhead expenses for the next year and is in the process of raising additional
financing to fund exploration activities on its recently acquired mineral
properties.  2. Marketable Securities  The Company received 100,000 common shares
of Consolidated Abaddon Resources Inc. (Abaddon) in fiscal year 2008. Abaddon
is a company listed on the TSX Venture Exchange (TSX-V) (Note 3 (a)).
 The marketable securities had a cost base of $25,000 and an associated
unrealized loss of $7,000, recorded in other comprehensive loss at March 31,
2008. A $2,000 unrealized gain was recognized at June 30, 2008. The net
unrealized loss recorded in other comprehensive loss is $5,000 as of June 30,
2008.  3. Mineral Properties  The following summarizes
expenditures on the Companys mineral property interests for the three months
ended June 30, 2008:   UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008     Ernestina Property
Pinto
Hoopie
Whale
Ray Marie
Wild Acquisition
Other
TotalBalance Sheets:March 31, 2008
$
              -
$  311,500
$  65,000
$    174,000
$  45,000
$
      43,000
$
         -
$     638,500Acquisition
90,000
-
-
-
-
-
-
90,000June 30, 2008
$
      90,000
$  311,500
$  65,000
$    174,000
$  45,000
$
      43,000
$
         -
$     728,500Statements of Operations:Claim maintenance fees
-
-
-
-
-
-
1,940
1,940June 30, 2008
$
              -
$
           -
$
         -
$
             -
$
         -
$
              -
$    1,940
$
       1,940     UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008    3. Mineral Properties
(cont'd...)  (a) On June 1, 2007, the Company entered into an option agreement (the
"Pinto Claims Agreement") to acquire a 100% interest in certain mining claims
(the Pinto Claims) located in Utah. The Company can acquire 100% of the
interest in these claims in exchange for cash and shares of common stock as
follows: - $150,000 cash to be
paid upon execution of the Pinto Claims Agreement (paid), - $50,000 cash to be paid
by June 1, 2008 (outstanding, and subsequently amended to June 1,
2009), - $400,000 cash to be
paid by June 1, 2009, - 200,000 shares of
common stock to be issued within 45 days of the date of the Pinto Claims
Agreement (issued) at a fair value of $224,000, - 300,000 shares of
common stock to be issued by June 1, 2008 (outstanding, and subsequently amended
to June 1, 2009); and - 400,000 shares of
common stock to be issued by June 1, 2009.  The Company paid a finders fee of 50,000 common shares at a fair
value of $62,500 which has been capitalized to acquisition costs and expended
$25,074 in mineral property exploration costs. The Company is obligated to
expend $300,000 as work commitment on the claims by June 1, 2009. The Pinto Claims are subject to a royalty payable of 4% on uranium
and 2% on vanadium. The Company has the right to purchase 2% of the uranium
royalty for $3,000,000. On November 1, 2007 the
Company entered into a Joint Venture Agreement (the Pinto JV Agreement) with
Abaddon in regards to the Pinto Claims. Under the terms of the Pinto JV
Agreement, Abaddon can earn its 60% interest in the Pinto Claims in exchange for
a one-time payment to the Company of $100,000 (received) on January 3, 2008 (the
Approval Date) (the date upon which Abaddon received approval from the TSX-V
for the Pinto JV Agreement), the assumption of 60% of the Companys $400,000
remaining cash obligation and the issuance of shares of common stocks of Abaddon
as follows:  - 100,000 common shares
to be issued on the Approval Date (issued) (Note 3); - 180,000 common shares
to be issued before June 1, 2008 (outstanding); and - 240,000 common shares
to be issued before June 1, 2009,  Abaddon is also
responsible to complete a work commitment of exploration expenditures on the
Pinto Claims of $305,000 before December 31, 2007 and an additional $300,000
before June 1, 2008. Abaddons work commitments have not been fulfilled. The
Company is currently in negotiations with Abaddon to settle the outstanding
commitments under the Pinto JV Agreement.  As at June 30, 2008, an
amount of $13,163 is receivable from Abaddon regarding work commitment
expenditures. This balance has been recorded in exploration advances.  The Pinto Claims Agreement was amended whereby the Companys
outstanding obligations include: - $350,000 cash to be
paid by June 1, 2009, - $400,000 cash to be
paid by June 1, 2010, - 300,000 shares of
common stock to be issued by June 1, 2009; and - 400,000 shares of
common stock to be issued by June 1, 2010.  All other terms and
conditions related to the Pinto Claims Agreement remain intact.    UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008     3. Mineral Properties
(cont'd...)  (b) On June 29, 2007, the Company entered into an option agreement
(the Hoopie Mine Agreement) to acquire a 100% interest in certain mining
claims (the Hoopie Mine Property) located in Colorado, in exchange for cash
and the issuance of shares of common stock as follows: - $10,000 cash to be paid upon execution of the Hoopie Mine
Agreement (paid); - $10,000 cash to be paid
90 days after the execution of the Hoopie Mine Agreement (paid); - $45,000 cash to be paid
180 days after the execution of the Hoopie Mine Agreement (outstanding); - $80,000 cash to be paid by June 29, 2008 (outstanding  see note
9); - $100,000 cash to be paid by June 29, 2009; - $130,000 cash to be paid by June 29, 2010; - 50,000 common shares to
be issued 180 days after the execution of the Hoopie Mine Agreement (issued) at
a fair value of $45,000; - 100,000 common shares to be issued by June 29, 2008 (issued
subsequent to June 30, 2008); - 100,000 common shares to be issued by June 29, 2009; and - 150,000 common shares to be issued by June 29, 2010.   During the period ended
June 30, 2008, the Company expended $NIL (2007: $Nil) on mineral property
exploration costs in relation to the Hoopie Mine Property.  The Company is
currently in negotiations to settle the outstanding commitments under the Hoopie
Mine Agreement.  (c) On August 1, 2007, the Company entered into an option agreement
(the Whale Property Agreement) to acquire a 100% interest in certain mining
claims (the Whale Property) located in Utah, in exchange for cash and the
issuance of shares of common stock as follows: - $40,000 cash to be paid upon execution of the Agreement
(paid); - $40,000 cash to be paid by October 1, 2007 (outstanding); - $40,000 cash to be paid by February 1, 2008 (outstanding); - $80,000 cash to be paid by June 1, 2008 (outstanding); - $80,000 cash to be paid by June 1, 2009; - 100,000 common shares
to be issued upon Execution of the Agreement (issued) at a fair value of
$48,500; - 50,000 common shares to
be issued by October 1, 2007 (issued) at a fair value of $55,500; - 50,000 common shares to be issued by February 1, 2008 (issued) at
a fair value of $30,000; - 100,000 common shares
to be issued by June 1, 2008 (issued subsequent to June 30, 2008  Note 9) at a
fair value of $43,000; and - 100,000 common shares to be issued by June 1, 2009.  During the period ended
June 30, 2008, the Company expended $NIL (2007: $Nil) on mineral property
exploration costs in relation to the Whale Property.  The Company is
currently in negotiations to settle the outstanding commitments under the Whale
Property Agreement.      UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008    3. Mineral Properties
(cont'd...)  (d) On November 30, 2007,
the Company entered into a Letter of Understanding (LOU) for the option to
acquire a 100% interest in certain mineral claims (the Ray Marie Property),
located in Colorado, in exchange for cash and share of common stock as
follows:  -
$10,000 cash to be paid upon execution of the LOU (outstanding) -
$10,000 cash to be paid 90 days after execution of the LOU (outstanding) -
$45,000 cash to be paid 180 days after execution of the LOU (outstanding) -
$80,000 cash to be paid upon the first anniversary of the LOU -
$100,000 cash to be paid upon the second anniversary of the LOU -
$130,000 cash to be paid upon the third anniversary of the LOU -
50,000 shares of common stock to be issued 180 days after execution of the LOU
(issued)at fair value of $45,000 -
100,000 shares of common stock to be issued upon the first anniversary of the
LOU -
100,000 shares of common stock to be issued upon the second anniversary of the
LOU -
150,000 shares of common stock to be issued upon the third anniversary of the
LOU  The Company is
currently in negotiations to settle the commitments under the Ray Marie property
agreement.  (e) On January 14, 2008,
the Company entered into an option agreement (the Wild Claims Agreement) to
acquire a 100% interest in certain mining claims (the Wild Claims) located in
Utah, in exchange for cash and shares of common stock as follows:  - $75,000 cash to be paid upon execution of the Agreement
(paid); - $100,000 cash to be paid by January 15, 2009; - $100,000 cash to be paid by January 15, 2010; - 100,000 shares of common stock to be issued within 45 days of the
date of the Agreement (issued) at a fair value of
$43,000; - 250,000 shares of common stock to be issued by January 15, 2009;
and - 250,000 shares of common stock to be issued by January 15,
2010.  The Company has also to
expend $300,000 as work commitment on the Wild Claims within the next 24 months.
 The Company is also required to pay royalties between 2% to 4% on the
production and sale of certain minerals found on the Wild Claims. Beginning June
1, 2010, the Company must pay a yearly minimum royalty of $300,000.  On January 15, 2008 the
Company entered into a Joint Venture Agreement (the Wild Claims JV Agreement)
with Abaddon in regards to the Wild Claims. Under the terms of the Wild Claims
JV Agreement, Abaddon can earn a 60% interest in the Wild Claims in exchange for
a one-time payment to the Company of
$75,000 (received) upon the date that Abaddon receives approval from the TSX-V
(February 6, 2008) for the Wild Claims  JV  Agreement,  the
 assumption  of  60%  of  the  Companys $200,000 remaining cash
obligation and 60% of the annual fees to the Bureau of Land Management and the
issuance of shares of common stock of Abaddon as follows:  - 150,000 common shares to be issued before January 15, 2009;
and - 150,000 common shares to be issued before January 15, 2010.   UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008     3. Mineral Properties
(cont'd...)  (e)  (contd)  Abaddon is also
responsible to complete a work commitment of exploration expenditures on the
Wild Claims as follows:  - $300,000 to commence
prior to June 1, 2008; and - An additional $300,000
on or before December 31, 2008.  As at June 30, 2008,
the Company received an advance of $92,342 from Abaddon to carry out the work
commitments. This balance has been recorded in exploration advances.  Subsequent to June 30,
2008, Abaddon has not fulfilled its work commitment and the Company is in
negotiations with Abaddon to settle the outstanding commitments under the Wild
Claims JV Agreement.  (f) On April 25, 2008, the
Company entered into an option agreement to acquire a 100% interest in the
Metallic and Industrial Mineral Agreements (M&IM Agreement) located in the
province of Alberta, Canada, in exchange for cash and the issuance of shares of
common stock as follows:  - $50,000 cash to be paid
within 10 days of execution of the agreement (paid); - $50,000 cash to be paid
by June 25, 2008 (paid); - $75,000 cash to be paid
by December 25, 2008; - $75,000 cash to be paid
by April 25, 2009; - $50,000 cash to be paid
by August 25, 2009; - 100,000 common shares
within 10 days of execution of the agreement (issued); - 50,000 common shares to
be issued by June 25, 2008 (issued); - 50,000 common shares to
be issued by December 25, 2008; - 50,000 common shares to
be issued by April 25, 2009; and - 50,000 common shares to
be issued by August 25, 2009.  The Company also signed
a Letter of Intent (LOI) with a third party, Mountain Capital Inc., (the
Optionee) to enter into an Option Agreement, where the Optionee can earn a 50%
interest in the Mineral Agreements filed with the Alberta Ministry of Mining
known as the Ernestina Lake property (Ernestina), in exchange for cash and
common stock of the Optionee as follows:  - $50,000 cash upon
signing of the LOI (paid); - $125,000 cash and
500,000 common shares upon TSX-V approval; - $75,000 cash and
equivalent value of $30,000 in shares prior to December 25, 2008; - $125,000 cash and
equivalent value of $30,000 in shares prior to April 25, 2009; - $125,000 cash and
equivalent value of $30,000 in shares prior to August 25, 2009; - $500,000 work
commitment within 12 months including preparation of a NI43-101 report; and - Additional $1,000,000
work commitment within 24 months of granting of Exploration Permits  4. Promissory Notes  The carrying value of the promissory notes
at June 30, 2008 was $319,957 (2007 - $319,957). These promissory notes are
unsecured, non-interest bearing and have no specific terms for repayment.
Management has determined the promissory to be repaid over a period of two years
with interest rate at 20%.   UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008     5. Related Party Transactions  During the three months ended June 30,
2008, the Company entered into the following transactions with related
parties:  (a)
 Incurred consulting fees of $6,704 (2007: $9,100) to officers of the
Company and $41,730  ($30,000 CDN) (2007: $14,500) to the President of the
Company.  (b) As at June 30, 2008
$75,108 (March 31, 2008 - $75,108) was owing to parties related to the Company.
The amount owing is unsecured, non-interest bearing and has no specific terms
for repayment.  6. Common Stock  During the three months ended June 30,
2008, the Company entered into the following stock related transactions:  Issued 100,000
shares of common stock with a fair value of $0.21 per share for payment towards
the Ernestina Property. The fair value of these shares, $21,000 has been
recorded as acquisition costs for the Ernestina Property. Issued 50,000
shares of common stock with a fair value of $0.38 per share for payment towards
the Ernestina Property. The fair value of these shares, $19,000 has been
recorded as acquisition costs for the Ernestina Property. 7. Donated Capital  Effective April 1, 2005, the Company
recognizes donated services from officers of the Company for office rent, valued
at $500 per month totalling $1,500 for the three months ending June 30, 2008
(2007: $1,500).    UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008    8. Supplemental Cash
Flow Information  February 15,2001(Date ofInception)Three months ended June 30,
March 31,2008
2007
2008Cash paid for:Income
taxes
$
                 -
$
               -
$
               -Interest
$
                 -
$
               -
$
               -Non-cash transactions:Issued 7,675,200 shares at a fair value of $38,376 for
settlement of debt
-
-
38,376Issued 100,000 shares at a fair value of $10,000 as
compensation for consulting services
-
-
10,000Issued 250,000 shares at a fair value of $272,500 as payment
for the Family Butte Property
$
               -
$       272,500
$
      272,500Cancelled 100,000 shares at a fair value of $109,000
associated with the Family Butte Property
(100,000)

(100,000)Issued 50,000 shares at a fair value of $52,600 as payment
for the Hat Property
-
52,600
52,600Issued 250,000 shares at a fair value of $286,500 as payment
for the Pinto Property
-
224,000
286,500Issued 200,000 shares at a fair value of $134,000 as payment
for the Whale Property
-
-
134,000Issued 50,000 shares at a fair value of $45,000 as payment
for the Hoopie Property
-
-
45,000Issued 50,000 shares at a fair value of $45,000 as payment
for the Ray Marie Property
-
-
45,000Issued 140,000 shares at a fair value of $70,000 for
settlement of a promissory note
-
-
70,000Issued 200,000 shares at a fair value of $148,500 as
compensation for a director
-
100,000
148,500Issued 100,000 shares with a fair value of $100,000 to a
technical consultant
-
100,000
100,000Received 100,000 of common shares of Abaddon with a fair
value of $25,000 as a mineral property option payment
-
-
(25,000)Issued 100,000 shares at a fair value of $43,000 as payment
for the Wild Acquisition
-
-
43,000Issued 100,000 shares at a fair value of $21,000 as payment
for the Ernestina Property
21,000

21,000Issued 50,000 shares at a fair value of $19,000 as payment
for the Ernestina  Property
19,000

19,000  9. Subsequent events  a) On July 3, 2008, the
Company issued 100,000 common shares in association with the Hoopie Mine
Agreement. The vendor has granted the Company indefinite deferral of their
outstanding cash commitments as at June 30, 2008.   UNIVERSAL POTASH CORP. (formerly Utah Uranium Corp.) (An exploration stage company)  NOTES TO THE FINANCIAL STATEMENTS June 30, 2008     9. Subsequent events (cont'd...)  b) On July 3, 2008, the
Company issued 100,000 common shares in association with the Whale Property
Agreement. The vendor has granted the Company indefinite deferral of their
outstanding cash commitments as at June 30, 2008.  c) Subsequent to the year
end, Abaddon has provided notice to the Company that they will be terminating
the Joint Venture agreement relating to the Wild Claims due to delays in the
drilling program. The Company has yet to decide if it will continue with the
application process in anticipation of entering into further joint ventures to
perform the actual drilling programs.           Item
2. Managements
Discussion and Analysis of Financial Condition and Results of
Operations.  Business Overview  We are a natural resource exploration and development
company engaged in the exploration and development of properties that may
contain uranium minerals in the United States.  Recently, we also acquired
several potash claims in Alberta, Canada.  Our strategy is to acquire
properties that are thought to contain economic quantities of either uranium or
potash.  To date, we have acquired 7,120 acres of mineral claims located in
Colorado and Utah, which we intend to explore for economic deposits of uranium.
 We have also acquired interests in 201,216 hectares of mineral agreements
located in the Province of Alberta, which we intend to explore for economic
deposits of potash.  The Company is following a business plan that calls for
Company representatives to research, negotiate and obtain highly prospective
uranium or potash properties, following which the Company intends to enter into
Joint Venture agreements to see the properties developed at a minimal cash cost
to the Company.  Our principal mineral property is the Ernestina Potash
project, located in Alberta, and consisting of 201,216 hectares.  We plan
to use our exploration data to target additional exploration properties for
acquisition.  Going forward in the 2009 financial year, we have plans to
acquire further acres of mineral properties consisting of claim blocks located
in, but not limited to, the western Canada and the United States, which include
the states of Utah, Colorado, Arizona and New Mexico, with our primary focus in
Utah and Colorado.  Our ability to complete these acquisitions will be
subject to our obtaining sufficient financing and our being able to conclude
agreements with the property owners on terms acceptable to us.  These
potential property acquisitions have not yet been specifically identified.  As of June 30, 2008, the Company has acquired interests
in seven mineral properties, summarized in the table below:  Property
Pinto (Utah)
Wild (Utah)
Whale (Utah)
Hoopie(Colorado)
Ray Marie(Colorado)
Ernestina
(Alberta)Number of claims
344
23
33
10
6
25 potash applicationsArea in acres (hectares)
7,203 (2,915)
460
(186)
398
(161)
206.6 (83.6)
120
(48.6)
474,400 (192,000)Cash Payments to Vendors to Date
$150,000
$75,000
$40,000
$20,000
$5,000
$100,000Shares Issued to Date
200,000 shares
100,000 shares
200,000 shares
50,000 shares
50,000 shares
150,000 sharesPast Workings
Greenfields
Greenfields
Plateau Resources
Independent  Miner
Independent  Miner
NoneHistorical Exploration (# of holes)
0
0
100-125
10 +
N/A
NonePast Producing Mine(s)
No
No
No
Yes
Yes
NoneAdits / Portals / Mines
0
0
Modern Portal
Modern Portal
1 mine
NoneInfrastructure / Access
Access
Access
Dirt road
Dirt road
Dirt Road
Access        Proposed Work Program
20 hole - 5,000 ft drill
program
10 hole drill program
Re-log old drill holes
Drill program to verify orebody
Drill program to verify orebody
$500,000 joint venture partner work
program  Subsequent Events:  The Company has been attempting to permit two drilling
operations, on the Wild and the Pinto projects in Utah, since January, 2008.
 The two drill programs are being financed through joint venture agreements
with Consolidated Abaddon Resources Inc. ("Consolidated Abaddon").
  To date, the Company has not been successful in obtaining those
permits due to a variety of delaying factors in dealing with the Bureau of Land
Management.  Work has been ongoing in this respect, but the Company has
recently received notice from Consolidated Abaddon that due to the lengthy
nature of these delays, they no longer wish to proceed with these drill
programs.  The Company has yet to decide if it will continue with the
application process in anticipation of entering into further joint ventures to
perform the actual drilling programs.  The Company has also received an extension agreement with
Ted Murer regarding the Pinto claims, whereby property payments that were due to
Mr. Murer in June, 2008 (and subsequent payments that followed) have all been
deferred for a period of one year.  The Company has filed two applications with the Bureau of
Land Management for certain grounds located near Moab, Utah.  The nature of
the applications is firstly for potash leases, on ground that is classified as
Known Potash Leasing Areas, which will result in those lands being subject to
an auction process which the Company fully intends to participate in.  The
Bureau of Land Management does not know the specific date that the auction will
be held, but have the Company listed as a participant to received advance notice
of the date, once established.  The Company has also applied for Potash
Prospecting Permits in an area just outside the Known Potash Leasing Areas.
 These permits are issued on a first-come, first-serve basis, and the
Company has been advised that the processing of those permits should be complete
in late summer, early fall, 2008.  The Company also applied for potash
leases on grounds north of Moab controlled by the State of Utah, School and
Administrative Trusts Branch.  The specific grounds are currently the
subject of an oil/gas exploratory lease, and as such, the existing lease takes
precedent.  The specific leaseholders in this situation have been contacted
by the State of Utah and have formally requested they be allowed to continue
their exploratory work until the spring of 2009.  At that time, if the
oil/gas exploratory permit is not renewed, then an auction will be held to allow
the granting of potash lease permits.  The State of Utah, School and
Administrative Trusts Branch, has on record our application, and will notify the
Company in the event an auction is to be held.  On July 3, 2008, we issued 100,000 common shares in total
to the David A. Lacy and Michael B. Lacy (50,000 common shares each), the
Optionors on the Whale Property.  Also on July 3, 2008, we issued 100,000
common shares to Bob Shupe, the Optionor on the Hoopie Property.  On July 31, 2008, we changed our name to Universal Potash
Corp., to better reflect our additional focus.  Our new trading symbol is
"UPCO".  Cash Requirements  We are a start-up exploration company and must raise cash
to implement our business plan.  The Company is in the process of acquiring
and evaluating mineral properties, therefore our cash requirements over the next
twelve months depend to a certain degree on acquisition opportunities, as well
as discoveries on our properties.  The net of joint venture payment
requirements for properties that have been acquired as of June 30, 2008, for the
next twelve months is $605,000.        The Company is considering a private placement for
September, 2008, in order to augment the current cash balance.  By
implementing a private placement as such, we would be in a better position to
enhance the property portfolio through additional acquisitions.  In light
of prices for the Uranium, the Company has negotiated with several property
vendors to reduce or defer cash requirements looking forward.  The Company
is attempting to negotiate buy-outs of some of the Uranium properties, with the
aim to complete the acquisitions of those assets deemed valuable enough to
warrant keeping, while reducing future cash property payments through the
issuance of shares.  The Company continues to maintain an office in Moab,
Utah, for which monthly rent is $2,000 and operating expenses amount to less
than $200 per month.  The office is not permanently staffed at this time.  Purchase of Significant Equipment  We do not intend to make any significant equipment
purchases over the next twelve months, other than spectrometers and office
furnishings and computers.  Employees  Currently our only employees are our directors and
officers.  We do not expect any material changes in the number of employees
over the next twelve months.  We do and will continue to outsource contract
employment as needed.      Item
3. Quantitative
and Qualitative Disclsoures About Market Risk Not
applicable Item
4T.  Controls and Procedures. The management of the Company is responsible for
establishing and maintaining adequate internal control over financial reporting,
as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal
control over financial reporting is a process designed under the supervision of
the Company's Chief Executive Officer and Chief Financial Officer to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.  As of June 30, 2008, management assessed the
effectiveness of the Company's internal control over financial reporting based
on the criteria for effective internal control over financial reporting
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on
conducting such assessments. Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below. This was due to deficiencies that existed in the
design or operation of our internal control over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.  The matters involving internal controls and procedures
that the Company's management considered to be material weaknesses under the
standards of the Public Company Accounting Oversight Board were: (1) inadequate
segregation of duties consistent with control objectives; (2) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer in connection with the audit of our
financial statements as of March 31, 2008 and communicated the matters to our
management.  Management believes that the material weaknesses set
forth in items (1), (2) and (3) above did not have an effect on the Company's
financial results.  We are committed to improving our financial organization.
As part of this commitment, we will i) create a position to segregate duties
consistent with control objectives and will increase our personnel resources and
technical accounting expertise within the accounting function when funds are
available to the Company ii) preparing and       implement sufficient written policies and checklists
which will set forth procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements.  Management believes that preparing and implementing
sufficient written policies and checklists will remedy the following material
weaknesses (i) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements; and (ii) ineffective controls over period end
financial close and reporting processes. Further, management believes that the
hiring of additional personnel who have the technical expertise and knowledge
will result proper segregation of duties and provide more checks and balances
within the department. Additional personnel will also provide the cross training
needed to support the Company if personnel turn over issues within the
department occur.  We will continue to monitor and evaluate the
effectiveness of our internal controls and procedures and our internal controls
over financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements, as necessary
and as funds allow. This annual report does not include an attestation report of
the Company's registered accounting firm regarding internal control over
financial reporting.  Management's report is not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission.             PART II  OTHER
INFORMATION     Item
1. Legal
Proceedings. Management is not aware of any legal proceedings
contemplated by any governmental authority or any other party involving us or
our properties.  As of the date of this Annual Report, no director, officer
or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has
an adverse interest to us in any legal proceedings.  Management is not
aware of any other legal proceedings pending or that have been threatened
against us or our properties.  Item 1A. Risk Factors  Not applicable      Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds. None     Item
3. Defaults
Upon Senior Securities. None     Item
4. Submission
of Matters to a Vote of Security Holders. None     Item
5. Other
Information. None     Item
6. Exhibits. 31 Section 302 Certification of C.E.O.
and C.F.O. 32 Section 906 Certification  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, thereunto duly authorized.  UNIVERSAL
POTASH CORP.   Dated:
 August 18, 2008 Per: /s/
Peter E. Dickie Peter
E. Dickie, President
and Director