UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-Q
 
 (Mark
One)
 
 [X]
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For the
quarterly period ended March 31, 2008
 
 OR
 
 [_]
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from _____________ to _____________
 
 Commission
File No. 000-50366
 
 Bancroft
Uranium Inc.
 (Exact
name of Registrant as specified in its charter)
 
 Nevada
              94-3409449(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification Number)8655
      East Via De Ventura, Suite G200Scottsdale, AZ
              85258(Address
      of principal executive offices)
              (Zip/Postal
      Code)
 
 (480)346-1460
 (Telephone
Number)
 (480)346-1461
 (Fax
Number)
 
 Former
Name and Address of Company:
 Conscious
Intention, Inc.
 6620 Lake
Washington Blvd, Suite 301
 Kirkland,
Washington, 98033
 
  Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.     [X]
YES   [  ]  NO
 
 Indicate
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
              [ 
      ]
              Smaller
      Reporting Company
              [X](Do
      not check if smaller reporting company)
 
 
 
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 [  ]
YES     [ X ]  NO
 
 State the
number of shares outstanding of each of the Issuer's classes of common equity,
as of the latest practicable date. There were 46,178,000 common stock shares,
par value $0.001, issued and outstanding as of May 13, 2008.
    
  TABLE OF
CONTENTS
 
 PART  
      I.
              FINANCIAL
      INFORMATION
              5Item 
      1
              Financial
      Statements
              5Condensed
      Consolidated Balance Sheets (Unaudited) – March 31, 2008 and December 31,
      2007
              5Condensed
      Consolidated Statements of Operations for the Three Months ended March 31,
      2008 and 2007 and for the Period from October 12, 2001 (Date of Inception)
      through March 31, 2008 (Unaudited)
              6Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2008 and 2007 and for the Period from October 12, 2001 (Date of Inception)
      through March 31, 2008 (Unaudited)
              7Notes
      to Condensed Consolidated Financial Statements (Unaudited)
              8Item 
      2
              Management
      Discussion and Analysis of Financial Condition and Results of
      Operations
              16Item 
      3
              Quantitative
      and Qualitative Disclosures about Market Risk
              19Item
      4T
              Controls
      and Procedures
              19PART  
      II
              OTHER
      INFORMATION
              20Item 
      1
              Legal
      Proceedings
              20Item
      1A
              Risk
      FactorsItem 
      2
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              20Item 
      3
              Defaults
      Upon Senior Securities
              20Item 
      4
              Submission
      of Matters to a Vote of Security Holders
              20Item 
      5
              Other
      Information
              20Item 
      6
              Exhibits
              20Signature
              21









3





FORWARD-LOOKING
STATEMENTS





In
addition to historical information, this report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 2 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION". Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.





The
forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the
Company.





Bancroft
Uranium Inc. undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the date hereof.
Readers should carefully review the risk factors described in other documents
the Company files from time to time with the Securities and Exchange Commission,
including without limitation those identified in the "Risk Factors" section of
the Company's Registration Statement filed with the Securities and Exchange
Commission (the "SEC") on May 14, 2003 on Form SB-2/A.





4





Item 1.
Financial Statements





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
CONSOLIDATED BALANCE SHEETS


(Unaudited)





March
      31,
            
            
            December
      31,2008
            
            
            2007ASSETSCurrent
      AssetsCash
            
            $
            502,433
            
            
            $
            1,741,352Related
      party receivables
            
            
            14,299
            
            
            
            27,020Prepaid
      expenses
            
            
            45,000
            
            
            
            15,000Receivable
      on convertible debenture
            
            
            250,000
            
            
            
            250,000Total
      Current Assets
            
            
            811,732
            
            
            
            2,033,372Property
      - unproved mineral interests
            
            
            531,199
            
            
            
            531,199Goodwill
            
            
            4,948
            
            
            
            4,948Debt
      issuance costs, net of accumulated amortization of $172,742 and
      $37,742
            
            
            907,258
            
            
            
            1,042,258Total
      Assets
            
            $
            2,255,137
            
            
            $
            3,611,776LIABILITIES AND
      STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
            
            $
            110,932
            
            
            $
            66,649Accrued
      liabilities
            
            
            55,634
            
            
            
            27,634Obligation
      pursuant to mineral acquisition agreement
            
            
            40,000
            
            
            
            40,000Total
      Current Liabilities
            
            
            206,566
            
            
            
            134,283Obligation
      pursuant to mineral acquisition agreement
            
            
            140,000
            
            
            
            140,000Secured
      convertible debentures, net of unamortized discount of $3,150,202 and
      $3,618,952
            
            
            599,798
            
            
            
            131,048Total
      Liabilities
            
            
            946,364
            
            
            
            405,331Stockholders'
      EquityCommon
      stock, par value $.001; 500,000,000 shares authorized;46,178,000
      and 46,178,000 issued and outstanding, respectively
            
            
            46,178
            
            
            
            46,178Additional
      paid-in capital
            
            
            4,085,322
            
            
            
            4,085,322Deficit
      accumulated during the exploration stage
            
            
            (2,822,728
            )
            
            
            (925,055
            )Total
      Stockholders' Equity
            
            
            1,308,772
            
            
            
            3,206,445Total
      Liabilities and Stockholders' Equity
            
            $
            2,255,137
            
            
            $
            3,611,776







The
accompanying notes are an integral part of these condensed consolidated
financial statements





5





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)





For
      the three months ended
            
            
            From
      October 12, 2001 (date of inception) toMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -ExpensesSelling,
      general and administrative
            
            
            731,563
            
            
            
            2,027
            
            
            
            1,419,421Mineral
      property expenditures
            
            
            622,360
            
            
            
            -
            
            
            
            718,442Total
      expenses
            
            
            1,353,923
            
            
            
            2,027
            
            
            
            2,137,863Loss
      from operations
            
            
            (1,353,923
            )
            
            
            (2,027
            )
            
            
            (2,137,863
            )Gain
      on forgiveness of loan
            
            
            -
            
            
            
            -
            
            
            
            17,810Interest
      expense
            
            
            (543,750
            )
            
            
            -
            
            
            
            (702,704
            )Interest
      income
            
            
            -
            
            
            
            -
            
            
            
            30Net
      loss
            
            $
            (1,897,673
            )
            
            $
            (2,027
            )
            
            $
            (2,822,727
            )Net
      loss per share
            
            $
            (0.04
            )
            
            $
            -Basic
      and Diluted Weighted Average Number ofCommon
      Shares Outstanding
            
            
            46,178,000
            
            
            
            500,000,000







The
accompanying notes are an integral part of these condensed consolidated
financial statements





6





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)





For
      the three months ended
            
            
            From
      October 12, 2001 (date of inception) toMarch
      31,
            
            
            March
      31,2008
            
            
            2007
            
            
            2008OPERATING
      ACTIVITIESNet
      Loss
            
            $
            (1,897,673
            )
            
            $
            (2,027
            )
            
            $
            (2,822,726
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      of debt issuance costs
            
            
            135,000
            
            
            
            -
            
            
            
            172,742Non
      cash interest expense on accretion of debt discount
            
            
            468,750
            
            
            
            -
            
            
            
            599,798Loss
      on exchange
            
            
            -
            
            
            
            -
            
            
            
            1,266Expenses
      paid by debt holder from proceeds
            
            
            -
            
            
            
            -
            
            
            
            15,000Gain
      on forgiveness of debt
            
            
            -
            
            
            
            -
            
            
            
            (17,810
            )Deferred
      offering costs
            
            
            -
            
            
            
            -
            
            
            
            23,844Changes
      in operating assets and liabilities:Related
      party receivables
            
            
            12,721
            
            
            
            -
            
            
            
            (14,299
            )Prepaid
      expenses
            
            
            (30,000
            )
            
            
            -
            
            
            
            (45,000
            )Accounts
      payable
            
            
            44,283
            
            
            
            2,027
            
            
            
            53,430Accrued
      liabilities
            
            
            28,000
            
            
            
            -
            
            
            
            55,634Net
      cash used in operating activities
            
            
            (1,238,919
            )
            
            
            -
            
            
            
            (1,978,121
            )INVESTING
      ACTIVITIESCash
      received in acquisition of 2146281 Ontario
            
            
            -
            
            
            
            -
            
            
            
            10Net
      cash provided by investing activities
            
            
            -
            
            
            
            -
            
            
            
            10FINANCING
      ACTIVITIESIncrease
      in receivable from convertible debenture
            
            
            -
            
            
            
            -
            
            
            
            (1,690
            )Proceeds
      from receivable from related party
            
            
            -
            
            
            
            -
            
            
            
            1,690Payments
      on payable to related party
            
            
            -
            
            
            
            -
            
            
            
            (4,700
            )Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            14,000Proceeds
      from shareholder advance converted to equity
            
            
            -
            
            
            
            -
            
            
            
            55,000Proceeds
      from convertible debt, net of financing costs
            
            
            -
            
            
            
            -
            
            
            
            3,203,734Payment
      of debt issuance costs
            
            
            -
            
            
            
            -
            
            
            
            (300,000
            )Payment
      of long term debt
            
            
            -
            
            
            
            -
            
            
            
            (500,000
            )Related
      party payable
            
            
            -
            
            
            
            -
            
            
            
            12,510Net
      cash provided by financing activities
            
            
            -
            
            
            
            -
            
            
            
            2,480,544Net
      increase (decrease) in cash
            
            
            (1,238,919
            )
            
            
            -
            
            
            
            502,433Cash,
      Beginning of period
            
            
            1,741,352
            
            
            
            2,143
            
            
            
            -Cash,
      End of period
            
            $
            502,433
            
            
            $
            2,143
            
            
            $
            502,433Non-cash
      investing and financing activities:Cancellation
      of 473,512,000 common shares at no cost to the Company
            
            $
            -
            
            
            $
            -
            
            
            $
            473,512Assumption
      of payables for acquisition of 2146281 Ontario
            
            
            -
            
            
            
            -
            
            
            
            223,657Issuance
      of common shares for acquisition of 2146281 Ontario
            
            
            -
            
            
            
            -
            
            
            
            312,500Debt
      issuance costs connected with issuance of note payable
            
            
            -
            
            
            
            -
            
            
            
            780,000Warrants
      issued in conjunction with debt financing
            
            
            -
            
            
            
            -
            
            
            
            3,750,000Receivable
      from debt-holder
            
            
            -
            
            
            
            -
            
            
            
            250,000







The
accompanying notes are an integral part of these condensed consolidated
financial statements





7





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





NOTE
1.  FORMATION AND BUSINESS OF THE COMPANY





Nature of
Operations - On October 12, 2001, Conscious Intention, Inc. (CI, or the
Company) was organized under the laws of the State of Nevada. Until October
2007, the planned operations of CI consisted of providing management consulting
services. CI did not earn revenues from any source of its planned operations and
relied upon cash flows from equity issuances and an increase in accounts payable
to sustain operations. On September 14th, 2007, CI voted to complete a 52-to-1
forward stock split, increase its authorized shares to 500,000,000, and changed
its name to Bancroft Uranium Inc. (“the Company”). On October 1, 2007, the
Company's President and Chief Executive Officer submitted 57,200,000 common
shares for voluntary rescission and cancellation. On October 5, 2007, the
Company completed the acquisition of 100% of the issued and outstanding common
shares of 2146281 Ontario, Ltd., a Canadian mining company (see further
described in Note 7).  As a result of this acquisition, the Company’s
President and Chief Executive Office resigned and the Board of Directors
appointed a new President and Chief Executive Officer.  On November
12, 2007, the Company’s former President and Chief Executive Officer submitted
an additional 416,312,000 shares for voluntary rescission and
cancellation.




The
Company is now primarily engaged in the business of acquiring, exploring,
developing and mining uranium properties. At present the Company owns
undeveloped uranium properties in the Province of Ontario, Canada. The Company
is an exploration stage company and has not yet established any proven mineral
reserves on its existing properties. The Company has not begun principal
operations and as is common with a company in the exploration stage, the Company
has no source of revenues.





Interim Financial
Statements— In the opinion of management, the accompanying unaudited
condensed  consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q.  Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the Company’s financial
position, results of operations and cash flows for the periods presented have
been included in the accompanying condensed consolidated financial
statements.  Operating results for the three months ended March 31,
2008 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2008. These condensed financial statements should be
read in conjunction with the Company’s annual financial statements and notes
thereto contained in the Company’s December 31, 2007 Annual Report on Form
10-KSB.





Business
Condition - The continued operations of the Company and the
recoverability of the carrying value of its assets is ultimately dependent upon
the ability of the Company to achieve profitable operations and obtaining the
additional working capital necessary to be successful in its planned activity.
To date, the Company has received funding through the issuance of notes and
convertible debentures for net proceeds of $3,203,734. Management continues to
actively seek additional sources of capital to fund current and future
operations. Management has developed a strategy, which it believes will
accomplish this objective through additional equity funding and long term
financing, which will enable the Company to operate for the coming year. There
is no assurance that the Company will be successful in continuing to raise
additional capital, establishing probable or proven reserves, or determining if
the mineral properties can be mined economically. The Company has also
recognized significant losses since inception and negative cash flows. As a
result, the above raises substantial doubt about the Company’s ability to
continue as a going concern. These consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.





Basis of
Presentation- These
condensed consolidated financial statements are presented in United States
dollars and have been prepared by the Company in
accordance  with  accounting  principles  generally  accepted
in the United States of America. The consolidated financial statements include
the results of the Company and its wholly owned subsidiary, 2146281 Ontario
Ltd.  All intercompany balances have been eliminated in
consolidation.





8





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





NOTE
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Capitalization of
Development Costs - All acquisition and development costs (including
financing, salary and related overhead costs) incurred in connection with the
acquisition of the various uranium properties are capitalized. Exploration and
evaluation costs associated with uranium properties are expensed as incurred
until such time that the existence of a commercially mineable uranium deposit is
confirmed. All properties with significant acquisition or incurred costs are
evaluated for their realizability on a property-by-property basis. Any
impairment of such costs is recognized through a reduction in the net carrying
value of the asset.





Depreciation and
Depletion -Depletion of uranium mineral interests, permits, licenses and
related development costs will be computed on a property-by-property basis using
the units-of-production method based on each projects pounds of recoverable
uranium. Depreciation and depletion will be provided on the investment costs,
net of salvage value, of the various uranium properties’ production plants and
related equipment using the estimated production life of the uranium reserves.
During the periods that our facilities are not in production, depletion on our
mineral interests, permits, licenses and development properties will be ceased.
Depreciation and depletion of our plant facilities, machinery and equipment
would continue, at significantly reduced amounts, in accordance with the level
of stand-by activity being conducted at each site. Other ancillary plant
equipment and vehicles will be depreciated using a straight line method based
upon the estimated useful lives of the assets.





Capitalization of
Interest -The Company will capitalize interest cost with respect to and
directly related to properties undergoing development activities that are not
subject to depreciation or depletion. The average interest rate on outstanding
borrowings during the period is used in calculating the amount of interest to be
capitalized. No interest was capitalized in the three months ended March 31,
2008 and 2007.





Restoration and
Remediation Costs (Asset Retirement Obligations) -Various federal and
provincial mining laws and regulations require the Company to reclaim the
surface areas and restore underground water quality for its mine projects to the
pre-existing mine area average quality after the completion of mining. In
August 2001, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement
Obligations”, which established a uniform methodology for accounting
for estimated reclamation and abandonment costs. The standard will be adopted by
the Company. Reclamation costs will be allocated to expense over the life of the
related assets and will be periodically adjusted to reflect changes in the
estimated present value resulting from the passage of time and revisions to the
estimates of either the timing or amount of the reclamation and remediation
costs. Because the Company has not begun its mining activity as of March 31,
2008, Management has determined that there is no reclamation obligation as of
March 31, 2008.





In
March 2005, the FASB issued Interpretation 47 (“FIN 47”), “Accounting for Conditional Asset
Retirement Obligations—an interpretation of FASB No. 143”. FIN 47
clarifies that the term “conditional asset retirement obligation” as used in
SFAS No. 143 refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within the
control of the entity. The obligation to perform the asset retirement
activity is unconditional even though uncertainty exists about the timing and/or
method of settlement. FIN 47 requires a liability to be recognized for the fair
value of a conditional asset retirement obligation if the fair value of the
liability can be reasonably estimated. FIN 47 was effective for fiscal years
ending after December 15, 2005.





Future
reclamation and remediation costs will be accrued based on management’s best
estimate at the end of each period of the costs expected to be incurred at each
project. Such estimates are determined by the Company’s engineering studies
calculating the cost of remediation of future surface and groundwater
activities.





Concentration of
Credit Risk -The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange contracts, options
contracts or other foreign hedging arrangements.






9




BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





Fair Value of
Financial Instruments -The carrying value of the Company's financial
instruments, including prepaid expenses, related party receivables, accounts
payable and accrued liabilities at March 31, 2008 and 2007 approximates their
fair values due to the short-term nature of these financial
instruments.





Revenue
Recognition for Uranium Sales -The Company will deliver uranium to its
customers at third-party conversion facilities. The third-party converters will
warehouse the Company’s uranium and will transfer title to the Company’s
customers via book transfer upon instructions supplied by the Company. The
Company will recognize revenue from the sale of uranium when title to the
uranium transfers and delivery is completed through such book transfer, and
payment is reasonable expected.





Basic and Diluted
Loss Per Common Share -Basic loss per common share is calculated based
on the weighted average shares outstanding during the period.  Diluted
net loss per common share has been calculated assuming the exercise or
conversion of all dilutive securities except in loss periods when those
potentially issuable shares are anti-dilutive.  Basic earnings per
share includes the effect of the 52-to-1 forward stock-split as further
discussed in Note 6.





The
weighted average number of common shares used to calculate basic and diluted
earnings (loss) per share during the period was 434,756,307 and 434,756,307,
respectively. At March 31, 2008 and 2007, the Company had 31,500,000 potentially
issuable common shares that were excluded from the calculation of diluted loss
per share, which are anti-dilutive. These potential common stock issuances of
shares relate to conversion features in the Company’s convertible debts payable
and to warrants outstanding related to the issuance of convertible
debt.





Cash and Cash
Equivalents -The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.  As of March 31, 2008 and 2007, the Company had cash in
excess of FDIC insurance of $402,433 and $0, respectively.





Use of Estimates
-The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions. Such estimates and assumptions may affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Specifically regarding the Company’s uranium properties, significant
estimates will be utilized in determining the carrying value of these assets and
in the case of producing and development properties the pounds of uranium to be
recovered. The actual values received from the disposition of these assets and
the amount of uranium recovered from these projects may vary significantly
from these estimates based upon market conditions, financing availability and
other factors.





Regarding
the Company’s reserve for future restoration and reclamation costs, significant
estimates will be utilized in determining the future costs and timing to
complete the groundwater restoration and surface reclamation at the Company’s
mine sites. The actual cost to conduct these activities may vary
significantly from these estimates.





Risks and
Uncertainties -Historically, the market for uranium has experienced
significant price fluctuations. Prices are significantly impacted by global
supply and demand, which is affected by the demand for nuclear power, political,
and economic conditions, governmental legislation in uranium producing and
consuming countries, and production levels and costs of production of other
producing companies. Increases or decreases in prices received could have a
significant impact on the Company’s future results of operations.








10





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





Income TaxesThe Company follows the liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances. Deferred tax assets and  liabilities are
measured using enacted or substantially enacted tax rates expected to apply to
the taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets
and  liabilities of a change in tax rates is recognized in income in
the  period  that includes the date of enactment or
substantive enactment. As of March 31, 2008 and 2007, the Company had net
operating loss carry forwards; however, due to the uncertainty of realization,
the Company has provided a full valuation allowance for the  potential
deferred  tax assets resulting from these loss carry
forwards.





Impact of Recent
Accounting Pronouncements– In March 2005, the FASB ratified
Emerging Issues Task Force Issue No. 04-6, “Accounting for Stripping Costs
Incurred during Production in the Mining Industry”, (EITF 04-6) which
addresses the accounting for stripping costs incurred during the production
phase of a mine and refers to these costs as variable production costs that
should be included as a component of inventory to be recognized in operating
costs in the same period as the revenue from the sale of inventory. The EITF
04-6 applies specifically to conventional mining operations (open pit mining).
Once the Company is in the production phase, EITF 04-6 will apply.





In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, “Fair Value
Measurements” (“SFAS 157”), which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and requires additional disclosures about fair value
measurements.This Statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007. In
February 2008, the FASB issued FASB Staff Position No. 157-2 which extended the
effective date for certain non-financial assets and non-financial liabilities to
fiscal years beginning after November 15, 2008.  The adoption of the
portions of FAS 157 that were not postponed by (FSP FIN) No. 157-2 did not have
a material impact on our consolidated financial statements. The Company does not
expect the adoption of the postponed portions of SFAS No. 157 to have a material
impact on our consolidated financial statements.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”, and
SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. SFAS No. 141(R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. SFAS No. 160 clarifies that a non-controlling interest in
a subsidiary should be reported as equity in the consolidated financial
statements, consolidated net income shall be adjusted to include the net income
attributed to the non-controlling interest and consolidated comprehensive income
shall be adjusted to include the comprehensive income attributed to the
non-controlling interest. The calculation of earnings per share will continue to
be based on income amounts attributable to the parent. SFAS
No. 141(R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. The Company has not yet determined the effect on our
consolidated financial statements, if any, upon adoption of SFAS
No. 141(R) or SFAS No. 160.





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities.  SFAS No. 161 amends SFAS No. 133 , Accounting for Derivative
Instruments and Hedging Activities to require enhanced disclosures
concerning the manner in which an entity uses derivatives (and the reasons it
uses them),  the manner in which derivatives and related hedged items
are accounted for underSFAS No. 133 and
interpretations thereof, and the effects that derivatives and related hedged
items have on an entity's financial position, financial performance, and cash
flows.  SFAS No. 161 is effective for financial statements of fiscal
years and interim periods beginning after November 15, 2008.  The
Company has not yet determined the effects on its consolidated financial
statements, if any, that may result upon the adoption of SFAS
161.








11





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





NOTE
3.    UNPROVED MINERAL INTERESTS





Property,
Plant and Equipment





Unproved
      mineral interests
            
            $
            531,199





Uranium
Properties


The
Company reviews and evaluates its long-lived assets for impairment when events
or changes in circumstances indicate that the related carrying amounts
may not be recoverable. An impairment is considered to exist if the total
estimated future cash flows on an undiscounted basis are less than the carrying
amount of the assets. An impairment loss is measured and recorded based on
discounted estimated future cash flows. Future cash flows are estimated based on
quantities of recoverable minerals, expected uranium prices, production levels
and operating costs of production and capital, based upon the projected
remaining future uranium production from each project. The Company’s estimates
of future cash flows are based on numerous assumptions and it is possible that
actual future cash flows will be significantly different than the estimates, as
actual future quantities of recoverable minerals, uranium prices, production
levels and operating costs of production and capital are each subject to
significant risks and uncertainties.





The
Company has acquired various claims to properties under the following Mineral
Acquisition Agreements.





Monmouth
Property


The
Company owns Claims on 71 Units located in Monmouth Township in the Southern
Ontario Mining Division. As payment for the mineral interests, the Company is
required to make cash payments totaling $200,000. The remaining $180,000 is
payable in annual installments, as further described in Note 4. In addition, the
Company granted a 3% Net Mineral Royalty and issued 500,000 shares of the
Company’s common stock at a fair value of $0.25 per share. 50% of the Net
Mineral Royalty can be acquired by the Company at any time for
$1,500,000.





Elliot
Lake Property


The
Company owns Claims on 30 Units located in Long Township of the Sault St. Marie
Mining Division. As payment for the mineral interests, the Company made a cash
payment of $3,550 and granted a 3% Net Mineral Royalty and issued 375,000 shares
of the Company’s common stock at a fair value of $0.25 per share. 50% of the Net
Mineral Royalty can be acquired by the Company at any time for
$1,000,000.





Longlac
Property


The
Company owns claims on 128 Units located in the District of Thunder Bay Mining
Division. As payment for the mineral interests, the Company made e a cash
payment of $15,149 and granted a 3% Net Mineral Royalty and 375,000 shares of
the Company’s common stock at a fair value of $0.25 per share. 50% of the Net
Mineral Royalty can be acquired by the Company at any time for
$1,000,000.





NOTE
4.   LONG-TERM DEBT





Obligation
Pursuant To Mineral Acquisition Agreement


The
obligation for $180,000 ($40,000 current portion and $140,000 long-term portion)
relates to the acquisition of the Monmouth Mineral Claims and the repayment is
payable in three annual installments through December 31, 2010. There is no
interest payable on the outstanding balances. Management has determined that the
imputed interest on the payable is immaterial.








12





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





Promissory
Note


In 2007,
the Company entered into a $500,000 promissory note with a third party company.
The note was due on October 30, 2008, with interest payable at 8%. However,
during 2007, the principal balance of the note was repaid in full. The unpaid
interest still owing on the principal of $6,667 has been accrued and recorded as
interest expense.





Convertible
Debenture


On
December 5, 2007, the Company issued $3,750,000 secured convertible debentures
to three private financing companies.  The convertible debentures bear
interest at a rate of 8% per annum payable monthly and the principal is due and
payable in full on December 5, 2009. Under the terms of the agreement, $250,000
of the funding was held back by the financing company pending recording of
security interests in the Company’s mining properties on behalf of the holders
of our debentures. Subsequent to year end, these interests were recorded and the
cash was received by the holders. The costs associated with securing financing
of $1,080,000 was recorded as debt issuance costs and are amortized to interest
expense over the term of the debenture. The debentures are convertible at the
holder’s option into the Company’s common shares at a rate of $0.25 per
share.





There are
certain penalty provisions contained in the Registration Rights
Agreement ("RRA") dated December  5, 2007 between the Company and
certain investors.  The RRA was negotiated before changes to Rule 144 were
formally   adopted .   The Company made provisions
in the RRA for an August 1, 2008 effectiveness date for the initial
registration statement that included penalties, but the language provided that
if the registered shares could be sold under Rule 144 without restriction, the
penalties would not apply.  Rule 144 did change in February
and  the Company will be able to issue the shares in the initial
registration statement without restriction irrespective of effectiveness, under
Rule 144 on June 6, 2008 or later.  Therefore, as long as the Company uses
its best efforts to continue to prosecute the registration statement, the
probability of incurring penalties under this provision is remote,
irrespective of when the initial registration statement is declared
effective.





In
accordance with the terms of the financing agreement, the Company issued a total
of 16,500,000 share purchase warrants. Each warrant entitles the holder to
purchase one share of the Company’s common stock at a price of $0.30 per share
and can be exercised over a period of 5 years. The fair value of the warrants
was determined using the Black-Scholes option-pricing model. As the value
attributed to the warrants cannot exceed the gross proceeds of the associated
instrument, the value of the warrants was determined to be equal to the gross
proceeds of the loan of $3,750,000. This amount was recorded as additional
paid-in capital and reduced the carrying value of the debenture, to zero. The
discount on the debenture is being amortized to interest expense over the term
of the debenture. At March 31, 2008, the unamortized discount on the debenture
is approximately $3,150,202.





NOTE
5.   RELATED-PARTY TRANSACTIONS





During
the quarters ended March 31, 2008 and 2007, the Company incurred $110,000 and $0
in consulting, management and director fees, respectively. These fees were paid
as follows:





(a)
            $45,000
      in management and director fees paid to a company controlled by the
      Company’s President and Chief Executive
Officer;


(b)
            $45,000
      in management and director fees paid to a company controlled by the
      Company’s Vice President and Chief Financial Officer,
  and


(c)
            $20,000
      in consulting fees paid to a company controlled by the Company’s Vice
      President of Exploration.





The
Company also advanced a total of $14,299 and $0 to the President and Vice
President as of March 31, 2008 and 2007, respectively. This balance is recorded
as a related party receivable.





NOTE
6.   STOCKHOLDERS’ EQUITY





Share
Capital


The
Company is authorized to issue 500,000,000 shares of common stock at par value
of $0.001. During the three months ended March 31, 2008 and 2007, there was no
share capital activity.





13





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





Warrants


During
the period there were no common share purchase warrants exercised. A summary of
the Company’s common share purchase warrants as of March 31, 2008 is presented
below:





Number
      ofWarrants
            
            
            Weighted
      average exerciseprice
            
            
            Weighted
      averageRemaining life (years)Balance
      - December 31, 2007
            
            
            16,500,000
            
            
            $
            0.30
            
            
            
            4.93Issued
            
            
            -
            
            
            
            -
            
            
            
            -Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Balance
      - March 31, 2008
            
            
            16,500,000
            
            
            $
            0.30
            
            
            
            4.68





NOTE
7.  BUSINESS COMBINATION





On
October 5, 2007, the Company completed the acquisition of 100% of the issued and
outstanding common shares of a Canadian mining company, 2146281 Ontario, Ltd.
Pursuant to the acquisition, the Company assumed the liabilities of 2146281
Ontario of $536,157 and granted the sellers a net mineral royalty of 7% on the
mineral rights acquired. The net mineral royalties are calculated based on gross
revenue, payable quarterly.





On
October 2, 2007, the Company issued 1,250,000 common shares in satisfaction of
the liability to the sellers of 2146281 Ontario. The fair value of these shares
was $312,500





This
transaction has been accounted for in accordance with SFAS No. 141, “Business
Combinations,” using the purchase method of accounting.  The Company
has evaluated the preliminary fair values of the assets acquired and liabilities
assumed as of the date of acquisition.  The purchase of 2146281
Ontario resulted in the recording of the excess of cost over the fair value of
acquired net assets (goodwill) of $4,948 (see detail below).




Fair
      value of assets acquired:Cash
              
              $
              10Unproved
      mineral interests
              
              
              531,199Total
      fair value of assets acquired
              
              
              531,209Fair
      value of liabilities assumed:Accounts
      payable
              
              
              4,958Payable
      for mineral properties –cash
              
              
              218,699Payable
      for mineral properties – common stock
              
              
              312,500Total
      fair value of liabilities assumed
              
              
              536,157Excess
      fair value of net assets acquired (goodwill)
              
              $
              4,948





The
Company evaluated the carrying value of the mineral properties and goodwill at
the end of the quarter  to determine if events have occurred or
circumstances have changed that would more likely than not reduce the fair value
of the property below its carrying amount. Such circumstances could include, but
are not limited to: (1) a significant adverse change in legal factors or in
business climate, (2) unanticipated competition, or (3) an adverse action or
assessment by a regulator. The Company’s evaluation of the mineral properties
and goodwill completed during the quarter ended March 31, 2008 resulted in no
impairment losses.








14





BANCROFT
URANIUM, INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONDENSED CONSOLIDATED


FINANCIAL
STATEMENTS (Unaudited)


MARCH
31, 2008





NOTE
8.   INCOME TAXES





The
Company accounts for income taxes under the provisions of SFAS
No.109.  The Company has paid no federal income taxes since its
incorporation. As of December 31, 2007, the Company had estimated net operating
loss carry forwards for federal income tax reporting purposes of $2,751,052,
which, if unused, will expire beginning in 2022. Due to the change of control
with the acquisition by the Company of 214 Ontario, the accumulated losses of
the Company incurred prior to the acquisition of approximately $71,526, is
limited to an annual amount of approximately $25,923 in accordance with the
internal revenue code.  Future tax benefits which may arise as a
result of these losses have not been recognized in these financial statements,
as their realization is determined not likely to occur and accordingly, the
Company has recorded a valuation allowance against the deferred tax asset
relating to these tax loss carry forwards.





The
Company reviews its valuation allowance requirements on an annual basis based on
projected future operations. When circumstances change and this causes a change
in management's judgment about the recoverability of future tax assets, the
impact of the change on the valuation allowance is
generally  reflected in current income.





NOTE 9.   COMMITMENTS AND
CONTINGENCIES





The
Company’s mining operations are subject to federal and provincial regulations
for the protection of the environment, including water quality. These laws are
constantly changing and generally becoming more restrictive. The ongoing costs
of complying with such regulations are not expected to be significant to the
Company’s annual operating costs. Future mine closures and reclamation costs
will be provided for as each pound of uranium is produced on a
unit-of-production basis. The Company will review its reclamation obligations
each year and determine the appropriate unit charge. The Company will also
evaluate the status of current environmental laws and their potential impact on
their accrual for costs. The Company believes its operations are in compliance
with current environmental regulations.





15





ITEM
2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The
following discussion and analysis of our financial condition and results of our
operations should be read in conjunction with our financial statements and
related notes appearing elsewhere in this report. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. The actual results may differ materially from those anticipated in
these forward-looking statements.





OVERVIEW





We are an
exploration stage mineral resources company.  Our assets consist of
three mineral properties in Ontario, Canada to which we have mineral exploration
rights through our wholly owned Canadian subsidiary.  Since October
2007, we have actively been engaged in planning for and exploring the uranium
deposits on our Monmouth property in Ontario, Canada.  We operate from
an office in Scottsdale, Arizona, on our mining properties in Ontario, Canada
and at the offices of our Chief Executive Officer in Victoria, British Columbia,
Canada.  We have never derived any revenues.





CORPORATE
HISTORY AND DEVELOPMENT





We were
incorporated in the State of Nevada on October 12, 2001 as Conscious Intention,
Inc.  From inception through September 30, 2005, the Company was
engaged in the business of developing executive coaching support materials to be
sold on line and developed by our founder and then sole officer and director,
Sylva Leduc. We intended to seek financing to implement this plan and to acquire
certain software being developed by Ms. Leduc.   As financing was
not forthcoming, in June 2005, our former CEO Ms. Leduc sold the software
business to John Wiley and Sons, Inc., financial publishers, so we were unable
to acquire the software from Ms. Leduc.  Ms. Leduc had no previous
relationship to John Wiley and Sons other than selling the software product,
which she owned through an unrelated private company, to them.  On
November 10, 2005, Ms. Leduc sold the substantial portion of her interest in the
Company to Mr. Andrew Hamilton, appointed him as Sole Officer and Director of
the Company and resigned from all of her positions and offices at the Company.
Mr. Hamilton attempted to conduct a management consulting business in the
Company, but was not successful in attracting financing or
customers.    In June 2007, Mr. Hamilton abandoned his
efforts to secure financing for the Company and began looking for a new
direction.  In August 2007, shareholders of the Company voted to amend
the articles of incorporation to give the board of directors authority to change
the corporation’s name and to increase the authorized shares to 500,000,000.
This change was effective September 21, 2007.





On
September 14, 2007, the Company entered into a Share Purchase Agreement
(“Agreement) with 2146281 Ontario Limited, a private Canadian corporation with
interests in three mineral properties in Ontario, Canada, in the townships of
Monmouth, Elliot Lake and Longlac.  The Agreement provided that the
Company would acquire 100% of the issued and outstanding shares of Ontario
Limited, thereby ownership of the mineral interests, for payment of a 7% net
mineral royalty and 1,250,000 shares of the Company’s common stock, after the
forward split described below.  The mineral rights interests also
require additional cash payments which the Company will have to
make.





To
indicate its new business focus and in anticipation of the Closing of the
Agreement, the Company filed an amendment to our Articles of Incorporation with
the Nevada Secretary of State on September 21, 2007 which changed our name to
“Bancroft Uranium Inc” and increased our authorized capital stock from
10,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of
common stock, par value $0.001.





On
October 1, 2007 we effected a 52-for-1 forward stock split.  The
forward stock split was effective immediately prior to the opening of business
on October 1, 2007.  Subsequent to the stock split, we issued
1,250,000 shares of our common stock to the former holders of our mineral claims
as partial payment for those claims.





On
October 3, 2007, the Company completed its acquisition of the Canadian
corporation and began its mineral exploration efforts.  The sole
business of the company is mineral exploration.  The Company’s current
business consists of mineral rights leases which it owns on three properties in
Canada.  The Company intends to develop these properties so that
uranium can be extracted from the properties.








16





Our
Canadian subsidiary, 2146281 Ontario Inc., was formed in August 2007 for the
purpose of exploiting three mineral properties in Ontario,
Canada.  Through its subsidiary, Bancroft controls an extensive
regional resource totaling over 9,000 acres of mineral claims in Ontario, Canada
that are prospective for uranium. 2,700 acres are currently under lease and
being explored at the Monmouth Project.





Our
Elliot Lake and Longlac properties are not yet currently under
development.





Bancroft
Uranium Inc.’s principal products and services





We are an
exploration stage mineral exploration company currently engaged in the process
of evaluating mineral exploration opportunities and verifying the uranium
deposits contained on our existing mineral properties.  If we are
successful in verifying a commercially viable amount of Uranium ore on our
properties and bringing our geological data into compliance with modern
standards, then we intend to extract this ore and cause it to be refined and
sold to end consumers of uranium by means of a joint venture with a consumer or
refiner, by means of selling the uranium resource in situ, or by means of an
agreement to sell the refined ore to a specific end user, among other
strategies.





Distribution
and marketing methods





The
Company has no current products or services being
distributed.  Uranium ore extracted from the properties of the Company
is likely to be sold to industrial concerns interested in purchasing uranium,
but no such agreements are yet in place.  The Company believes it can
sell its uranium ore directly to end purchasers through the efforts of its chief
executive officer and of consultants the Company intends to
engage.  We may also engage in a joint-venture to develop our mineral
properties in partnership with an end-user consumer of uranium, who would
ultimately buy or  otherwise have rights to some or all of our
anticipated uranium output.  No such arrangements exist
currently.





Status
of products and services





Currently,
the Company’s mining properties are being explored and sampled to determine the
location of and extent of uranium deposits.  The Company has initiated
a surface exploration and drilling program which is designed to verify the
extent and quality of uranium deposits on the Company’s Monmouth
property.  This program is also designed to provide geological results
necessary to bring the Company’s property into modern 43-101 compliance under
Canadian law, and provide an appropriate reserve report for SEC reporting
purposes.





Business
Combination





The
Company is not currently seeking any business combination, though once the
extent, concentration and location of uranium deposits on the Company’s
properties is confirmed, a business combination with an industrial consumer of
uranium might be a possible strategy the Company could pursue.





Revenues





Bancroft
Uranium has no revenue to date. The Company believes that 100% of future
revenues will come from either the sale of uranium ore or processed uranium
mined from the Company’s properties or by the sale of the rights to such
extraction.





Sales
and marketing





We do not
expect to spend any money on sales and marketing in the next three
months.   We did not spend any money on sales and marketing
during the three months ended March 31, 2008.   Because of the
way that our sole potential product, uranium ore, is sold it is unlikely that we
will need to spend significant sums on sales or marketing.  We should
be able to find buyers for our uranium ore through a combination of efforts
conducted by our Chief Executive Officer and the Company’s current
consultants.










17





General
and administrative





General
and administrative expenses were $731,563 during the three months ending March
31, 2008 and $2,027 during the three months ending March 31,
2007.   The significant increase in these expenses was related to
salary payments to our employees and consulting payments, as well as increased
legal and accounting expenses.   These expenses will increase
significantly in the next 12 months as the company continues to develop the
management and consulting team necessary to become a world class uranium mining
concern.





Financial
Condition





For the
three months ended March 31, 2008, Bancroft Uranium had a net loss of $1,897,673
while for the same period ended March 31, 2007, the Company had a net loss of
$2,027.   This increase in net loss is attributable to increased
general and administrative expenses, expenses related to the development of our
mineral properties and interest expenses related to our December 2007 Secured
Convertible Debentures.  Also, at March 31, 2008, the Company had
accumulated deficits of $2,822,728 while at December 31, 2007, the Company had
accumulated deficits of $925,055. The increase in accumulated deficits is
attributable to the increased operating loss for the period.





Bancroft
Uranium’s current financial condition means it is critical to secure additional
funds through financings or borrowings to be able to exploit the Company’s
mineral properties.





Liquidity
and capital resources





Net cash
used in operating activities for the three-month period ended March 31, 2008 and
2007 was $1,238,919 and $0 respectively.  As of March 31, 2008, we had
$502,433 in cash.





Net cash
provided by financing activities was $0 for the three months ended March 31,
2008. Net cash provided by financing activities was $0 for the three months
ended March 31, 2007.





As of
March 31, 2008 our principal commitments consisted of our obligations
outstanding under accounts payable. We have additional commitments of $218,699
for liabilities incurred by Ontario Limited in the acquisition of the mineral
properties.  We also will have to spend significant sums on further
exploring our mineral properties in order to identify the location and extent of
uranium deposits.





We
believe that our current cash balances are insufficient to meet our working
capital and capital expenditure requirements. We have limited working capital.
We will need to receive an infusion of capital from an equity or debt financing
in order to be able to continue to exploit our mineral properties.





We need
to secure additional cash within the next 90 to 120 days. Management believes
that as our mineral exploration activities continue and as we approach 43-101
compliance, additional opportunities for various types of financing will be
available to the Company.  Management intends to begin actively
exploring such options within the next 60 days and while we do not currently
have in place such a financing arrangement with anyone and there can be no
assurance that such financing will be forthcoming under acceptable terms,
management believes it will secure necessary financing within the 90 to 120 day
timeframe.





Bancroft
Uranium’s short-term prospects are challenging considering our lack of financial
resources to fully develop our mineral properties, however, once data is
available on the extent and location of uranium deposits on our mineral
properties and if management secures additional financing, our prospects would
improve considerably.  Once we have achieved 43-101 compliance and
secured additional financing to continue to exploit our  mineral
properties, revenue from the sale of mineral products from our properties may
still remain several years away.






18




Cash
requirements





Presently,
without additional cash, we will not be able to fully exploit our mineral
properties, however we have commenced seeking additional financing. We have
sufficient cash to allow us to continue our current exploration plan until we
have secured such financing. We have limited working capital. Our continued
operation is therefore dependent upon our ability to secure additional cash
through financing within the next 90 to 120 days. We presently have no
arrangements or understandings with any investors or potential investors with
respect to an investment in Bancroft Uranium, although within 60 days we intend
to actively engage in such negotiations toward such an understanding and expect
to reach such an understanding within the very near future. We have not decided
at what price or under what terms we will raise such additional funds, although
such a decision is likely to be made within the next several weeks. While we
will be actively seeking financing, no assurance can be given that we will be
successful in finding such financing under acceptable terms and
conditions.





Research
and development





We would
like to spend up to $5,000,000 to $6,000,000 over the next 12-36 months on
exploration and extraction related to our mineral properties.  We
would spend significantly more money that this developing those mineral
properties at the moment that our full scale extraction operation were to
commence.





Plant
and equipment





We
currently have an office in Scottsdale, Arizona which we lease from
month-to-month.  We anticipate expanding our office within the next
6-12 months, although our employees when not on the mineral property, will tend
to work and connect virtually, working on the property and then at their
respective residences.





Employees





We have
two full-time employees currently, President and Chief Executive Officer, P.
Leslie Hammond and Chief Financial Officer David Naylor.  We have
several consultants engaged in our mineral exploration activities.  We
intend to hire additional exploration and geological consultants over the next
120 days.





The
Company’s executive offices are currently located in Scottsdale, Arizona. The
company’s telephone number is (480) 346-1460.




ITEM
3. Quantitative and Qualitative Disclosures About Market Risk





Foreign Currency and Credit
Risk.The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange contracts, options
contracts or other foreign hedging arrangements. The Company’s reporting
currency is the US Dollar.  We do undertake drilling, mining
exploration and other expenses related to our Canadian mining properties which
must be paid in Canadian dollars and are subject to cost variations based in
currency rate fluctuations.





Fair Value of Financial
Instruments.The carrying value of the Company's financial
instruments, including prepaid expenses, related party receivables, accounts
payable and accrued liabilities at March 31, 2008 and 2007 approximates their
fair values due to the short-term nature of these financial
instruments.





ITEM
4T. Controls and Procedures




(a)
Evaluation of disclosure controls and procedures.




Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as
of the end of the period covered by this Quarterly Report on Form 10-Q. The
evaluation included certain internal control areas in which we have made and are
continuing to make changes to improve and enhance controls. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives.
In addition, the design of disclosure controls and procedures must reflect the
fact that there are resource constraints and that management is required to
apply its judgment in evaluating the benefits of possible controls and
procedures relative to their costs.







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Based on
that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are effective to provide
reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms, and that such information is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required
disclosure, except as concerns financial reporting.  Our chief
executive officer and our principal financial officer concluded that there are
significant deficiencies in our financial reporting.  We intend to
engage the services of a qualified, third party consultant to assist us in the
design and implementation of effective controls and intend to have such controls
designed and implemented by June 30, 2008, though there can be no assurance that
this will be the case and such a consultant has not yet been engaged by
us.




(b)
Changes in internal control over financial reporting.




There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.




Part II - OTHER INFORMATION





Item 1. Legal Proceedings





Not
Applicable.





Item
1A. Risk Factors





There are
no material changes in the risk factors previously disclosed in our


10-KSB
for the year ended December 31, 2007.





Item 2. Unregistered Sales of Securities and Use
of Proceeds





Not
Applicable.





Item 3. Defaults Upon Senior Securities





Not
Applicable.





Item 4. Submission of Matters to a Vote of Security
Holders





Not
Applicable.





Item 5. Other Information





Not
Applicable.





Item
6. Exhibits





3.1
            Articles
      of Incorporation of registrant as filed previously with the Commission on
      Form SB-2, dated April 12, 2002.


3.2
            Bylaws
      of registrant as filed previously with the Commission on Form SB-2, dated
      April 12, 2002.


31.1
            Certification
      of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act
      of 2002.


31.2
            Certification
      of Principal Financial and Accounting Officer pursuant to Section 302 of
      Sarbanes-Oxley Act of 2002.


32.1
            Certification
      of the Company's Chief Executive Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002


32.2
            Certification
      of the Company's Principal Financial and Accounting Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





20





SIGNATURE




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.






Bancroft
      Uranium Inc.Dated:   May
      14, 2008
            /s/ P. Leslie
      HammondP.
      Leslie HammondPresident
      and Chief Executive Officer













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