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 June 30, 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)
 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    [   ] (Do not
      check if 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 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 51,038,000 common stock shares,
par value $0.001, issued and outstanding as of August 18, 2008.
  
  
 TABLE OF
CONTENTS
 
 PART  
      I.
              FINANCIAL
      INFORMATION
              4Item 
      1
              Financial
      Statements
              4Condensed
      Consolidated Balance Sheets (Unaudited) – June 30, 2008 and December 31,
      2007
              4Condensed
      Consolidated Statements of Operations for the Three  Months and Six
      Months ended June 30, 2008 and 2007 and for the Period from October 12,
      2001 (Date of Inception) through June 30, 2008 (Unaudited)
              5Condensed
      Consolidated Statements of Cash Flows for the Six Months Ended June 30,
      2008 and 2007 and for the Period from October 12, 2001 (Date of Inception)
      through June 30, 2008 (Unaudited)
              6Notes
      to Condensed Consolidated Financial Statements (Unaudited)
              7Item 
      2
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              15Item 
      3
              Quantitative
      and Qualitative Disclosures About Market Risk
              18Item
      4T
              Controls
      and Procedures
              19PART  
      II.
              OTHER
      INFORMATION
              19Item 
      1
              Legal
      Proceedings
              19Item
      1A
              Risk
      Factors
              19Item 
      2
              Unregistered
      Sales of Securities and Use of Proceeds
              19Item 
      3
              Defaults
      Upon Senior Securities
              20Item 
      4
              Submission
      of Matters to a Vote of Security Holders
              20Item 
      5
              Other
      Information
              20Item 
      6
              Exhibits
              20Signatures
              21
 
  
  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 OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS." 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 29, 2008 on Form S-1/A.
  3
  PART I - FINANCIAL INFORMATION
  Item
1.    Financial Statements
  BANCROFT
      URANIUM, INC.(AN
      EXPLORATION STAGE COMPANY)CONDENSED
      CONSOLIDATED BALANCE SHEETS(Unaudited)June
      30,
              
              
              December
      31,2008
              
              
              2007ASSETSCurrent
      AssetsCash
              
              $
              2,389
              
              
              $
              1,741,352Related
      party receivables
              
              
              -
              
              
              
              27,020Prepaid
      expenses
              
              
              3,621
              
              
              
              15,000Receivable
      on convertible debenture
              
              
              -
              
              
              
              250,000Total
      Current Assets
              
              
              6,010
              
              
              
              2,033,372Property
      - unproved mineral interests
              
              
              531,199
              
              
              
              531,199Goodwill
              
              
              4,948
              
              
              
              4,948Debt
      issuance costs, net of accumulated amortization of $307,742 and
      $37,742
              
              
              772,258
              
              
              
              1,042,258Total
      Assets
              
              $
              1,314,415
              
              
              $
              3,611,777LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
              
              $
              149,135
              
              
              $
              66,649Accrued
      liabilities
              
              
              84,134
              
              
              
              27,634Payable
      to related party
              
              
              3,374
              
              
              
              -Obligation
      pursuant to mineral acquisition agreement
              
              
              100,000
              
              
              
              40,000Total
      Current Liabilities
              
              
              336,643
              
              
              
              134,283Obligation
      pursuant to acquisition
              
              
              80,000
              
              
              
              140,000Secured
      convertible debentures, net of unamortized discount of $2,681,452 and
      $3,618,952
              
              
              1,068,548
              
              
              
              131,048Total
      Liabilities
              
              
              1,485,191
              
              
              
              405,331Stockholders'
      Equity (Deficit)Common
      stock, par value $.001, 500,000,000shares authorized, 50,178,000 and 46,178,000 issued and outstanding,
      respectively
              
              
              50,178
              
              
              
              46,178Additional
      paid-in capital
              
              
              5,282,322
              
              
              
              4,085,322Deficit
      accumulated during the development stage
              
              
              (5,503,276
              )
              
              
              (925,054
              )Total
      Stockholders' Equity (Deficit)
              
              
              (170,776
              )
              
              
              3,206,446Total
      Liabilities and Stockholders' Equity (Deficit)
              
              $
              1,314,415
              
              
              $
              3,611,777The
      accompanying notes are an integral part of these condensed consolidated
      financial statements
 
 4
  BANCROFT
      URANIUM, INC.(AN
      EXPLORATION STAGE COMPANY)CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)For
      the three months ended
              
              
              For
      the six months ended
              
              
              From
      October 12, 2001June
      30,
              
              
              June
      30,
              
              
              (date
      of inception) through2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              June
      30, 2008REVENUES
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -EXPENSESSelling,
      general and administrative
              
              
              521,981
              
              
              
              6,161
              
              
              
              1,253,544
              
              
              
              8,188
              
              
              
              1,941,402Interest
      expense
              
              
              543,130
              
              
              
              40
              
              
              
              1,086,880
              
              
              
              40
              
              
              
              1,245,834Mineral
      property expenditures
              
              
              414,438
              
              
              
              -
              
              
              
              1,036,798
              
              
              
              -
              
              
              
              1,132,880Stock
      based compensation
              
              
              1,201,000
              
              
              
              -
              
              
              
              1,201,000
              
              
              
              -
              
              
              
              1,201,000Total
      expenses
              
              
              2,680,549
              
              
              
              6,201
              
              
              
              4,578,222
              
              
              
              8,228
              
              
              
              5,521,116Net
      loss from operations
              
              
              (2,680,549
              )
              
              
              (6,201
              )
              
              
              (4,578,222
              )
              
              
              (8,228
              )
              
              
              (5,521,116
              )Gain
      on forgiveness of loan
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              17,810Interest
      income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30Net
      loss
              
              $
              (2,680,549
              )
              
              $
              (6,201
              )
              
              $
              (4,578,222
              )
              
              $
              (8,228
              )
              
              $
              (5,503,276
              )NET
      LOSS PER SHARE
              
              $
              (0.06
              )
              
              $
              -
              
              
              $
              (0.10
              )
              
              $
              -WEIGHTED
      AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
              
              
              47,866,889
              
              
              
              500,000,000
              
              
              
              47,022,444
              
              
              
              500,000,000




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 CASH FLOWS(Unaudited)  From
      October 12, 2001For
      the six months ended June 30,
                
                
                (date
      of inception) through2008
                
                
                2007
                
                
                June
      30, 2008OPERATING
      ACTIVITIESNet
      Loss
                
                $
                (4,578,222
                )
                
                $
                (8,228
                )
                
                $
                (5,503,276
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      of debt issuance costs
                
                
                270,000
                
                
                
                -
                
                
                
                307,742Non-cash
      interest expense on accretion of debt discount
                
                
                937,500
                
                
                
                -
                
                
                
                1,068,548Stock
      based compensation
                
                
                1,201,000
                
                
                
                
                
                
                
                1,201,000Foreign
      exchange transaction loss
                
                
                -
                
                
                
                -
                
                
                
                1,266Expenses
      paid by debt holder from proceeds from long term debt
                
                
                -
                
                
                
                -
                
                
                
                15,000Changes
      in operating assets and liabilities:Gain
      on forgiveness of debt
                
                
                -
                
                
                
                -
                
                
                
                (17,810
                )Deferred
      offering costs
                
                
                -
                
                
                
                -
                
                
                
                23,844Related
      party receivables
                
                
                27,020
                
                
                
                -
                
                
                
                -Prepaid
      expenses
                
                
                11,379
                
                
                
                -
                
                
                
                (3,621
                )Accounts
      payable
                
                
                82,486
                
                
                
                6,119
                
                
                
                91,634Related
      party accounts payable
                
                
                3,374
                
                
                
                2,070
                
                
                
                3,374Accrued
      liabilities
                
                
                56,500
                
                
                
                -
                
                
                
                84,134Net
      cash used in operating activities
                
                
                (1,988,963
                )
                
                
                (39
                )
                
                
                (2,728,165
                )INVESTING
      ACTIVITIESCash received in acquisition of 2146281
      Ontario
                
                
                -
                
                
                
                -
                
                
                
                10Net
      cash provided by operating activities
                
                
                -
                
                
                
                -
                
                
                
                10FINANCING
      ACTIVITIESProceeds received from convertible debenture
      receivable
                
                
                250,000
                
                
                
                -
                
                
                
                250,000Payment of related party receivable
                
                
                -
                
                
                
                -
                
                
                
                (1,690
                )Proceeds from related party receivable
                
                
                -
                
                
                
                -
                
                
                
                1,690Payments on related party payable
                
                
                -
                
                
                
                -
                
                
                
                (4,700
                )Proceeds from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                14,000Proceeds from shareholder advance converted to
      equity
                
                
                -
                
                
                
                -
                
                
                
                55,000Cash proceeds from long term debt
                
                
                -
                
                
                
                -
                
                
                
                3,203,734Payment of debt issuance costs
                
                
                -
                
                
                
                -
                
                
                
                (300,000
                )Payment of long term debt
                
                
                -
                
                
                
                -
                
                
                
                (500,000
                )Increase (decrease) in payable to related
party
                
                
                -
                
                
                
                -
                
                
                
                12,510Net
      cash provided by financing activities
                
                
                250,000
                
                
                
                -
                
                
                
                2,730,544Net
      increase (decrease) in cash
                
                
                (1,738,963
                )
                
                
                (39
                )
                
                
                2,389Cash,
      Beginning of period
                
                
                1,741,352
                
                
                
                2,143
                
                
                
                -Cash,
      End of period
                
                $
                2,389
                
                
                $
                2,104
                
                
                $
                2,389Non
      cash investing and financing:Expenses
      paid by shareholder
                
                $
                -
                
                
                $
                4,295
                
                
                $
                -
    The
accompanying notes are an integral part of these condensed consolidated
financial statements
 6
  BANCROFT
URANIUM, INC.
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONDENSED CONSOLIDATED
 FINANCIAL
STATEMENTS (Unaudited)
 JUNE
30, 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 six months ended June 30, 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 unaudited condensed 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.
 
  7
  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 six months ended June 30, 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 June 30,
2008, Management has determined that there is no reclamation obligation as of
June 30, 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.
 
 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 June 30, 2008 and 2007 approximates their
fair values due to the short-term nature of these financial
instruments.
 
  8
  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.
 
 At June
30, 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 June 30, 2008 and 2007, the Company had cash in
excess of FDIC insurance of $0 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.
 
 Income
Taxes-The
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 June 30, 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.
 
  9
  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.
 
 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.
 
  10
  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 stakeholder was paid cash
of $20,000, by a then unrelated party, who has since been appointed the
President and CEO of the Company. The amount paid on the Company’s behalf is
included in accounts payable. 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. The stakeholder was paid cash of $3,550, by a then unrelated
party, who has since been appointed the President and CEO of the Company. The
amount paid on the Company’s behalf is included in accounts payable. The Company
was 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 stakeholder was paid cash of
$15,159, by a then unrelated party, who has since been appointed the President
and CEO of the Company. The amount paid on the Company’s behalf is included in
accounts payable. The Company was 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 ($100,000 current portion and $80,000 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.
 
 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. During the six months ended June 30, 2008, these interests
were recorded and the cash was received by the holders. The debentures are
convertible at the holder’s option into the Company’s common shares at a rate of
$0.25 per share. The costs associated with securing this financing of $1,080,000
was recorded as debt issuance costs and are amortized to interest expense over
the term of the debenture.  Amortization expense for these debt
issuance costs for the six months ended June 30, 2008 and 2007 was $270,000 and
$0, respectively.
 
 
 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 June 30, 2008, the unamortized discount on the debenture is
approximately $2,681,452.
 
  11
  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.
 
 NOTE
5.     RELATED-PARTY TRANSACTIONS
 
 During
the six months ended June 30, 2008 and 2007, the Company incurred $200,000 and
$0 in consulting, management and director fees, respectively. These fees were
paid as follows:
 
 (a)
 $90,000 in management and director fees paid to a company controlled by
the Company’s
 President
and Chief Executive Officer;
 (b)
 $90,000 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.
  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 six months ended June 30, 2008 and 2007, the Company
issued 4,000,000 common shares to consultants for services as discussed in Note
5.
 
 In
addition, the Company’s stock is listed on the Frankfurt Stock Exchange under
the symbol BCR as of May 22, 2008.
  12
  Warrants
 During
the period there were no common share purchase warrants exercised. A summary of
the Company’s common share purchase warrants as of June 30, 2008 is presented
below:
 Weighted
      averageNumber
      of
                
                
                Weighted
      average
                
                
                RemainingWarrants
                
                
                exercise
      price
                
                
                life
      (years)Balance
      - December 31, 2007
                
                
                16,500,000
                
                
                $
                0.30
                
                
                
                4.93Issued
                
                
                -
                
                
                
                -
                
                
                
                -Exercised
                
                
                -
                
                
                
                -
                
                
                
                -Balance
      – June 30, 2008
                
                
                16,500,000
                
                
                $
                0.30
                
                
                
                4.43
 
 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 fo net assets acquired (goodwill)
              
              $
              4,948
 
 The
Company evaluated the carrying value of the mineral properties and goodwill as
of June 30, 2008 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 six months ended June 30, 2008 resulted in no impairment
losses.
 
 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.
  13
  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.
 
 NOTE
10.   STOCK BASED COMPENSATION
  On May
23, 2008, the Company entered into consulting agreements with two consultants,
Rick Lewon and Robert McIntosh. The effective date of the agreement is October
3, 2007 and covers services previously provided to the
Company.  Robert McIntosh was subsequently appointed as the Company's
President and CEO. Under the terms of each agreement, the consultants will
provide services to the corporation with respect to geological consultation,
security and mining site management, among other duties.  The
agreements provide that the consultants will each be paid $15,000 per month in
consulting fees and issued shares of the Company’s common stock over the term of
the contracts in an amount of 2,400,000 common shares per consultant. The term
of the agreements is 24 months.  The agreements provide that the
company may issue only 2,000,000 shares per consultant, a discount of 400,000
shares per agreement, if the Company issues the full shares due under the
agreements by May 31, 2008, which the Company has elected to do.  As a
result, the Company issued 4,000,000 common shares to these consultants on May
23, 2008.  The Company or the consultants may terminate the agreements
at any time without penalty.  In the event of an early termination,
the Company is entitled to the return of any unearned stock and is not required
to make any further cash payments. However, legal counsel to the Company has
indicated that the shares were issued as fully-paid and non-assessable and the
Company will not be able to seek their return from the individuals if they fail
to fulfill the terms of required future performance.  In the event of this
failure of future performance, the Company may have a right to recover damages
against the employees, but these would be uncertain, unlikely and difficult to
quantify.
  In
accordance with EITF 96-18, the Company accounted for this stock based
compensation by amortizing the value of the 4,000,000 shares as issued, over the
term of the contract, at the fair value on the grant date. The shares will be
revalued at the end of each reporting period, and compensation expense will be
amortized for the period, at their fair value at the remeasurement date. The
Company’s shares were trading at $0.85 per share on May 23, 2008, when the
shares were issued.  Therefore, the compensation expense amount to be
recognized for the period from October 3, 2007 (effective date of the consulting
agreement) through May 23, 2008 (grant date) was $1,100,278.  At the
end of the quarter, the price per share for the Company's common stock on June
30, 2008 was $0.49.  Therefore, the Company recognized an additional
expense for the period from May 23, 2008 through June 30, 2008 of $100,722 for
the 4,000,000 shares, for a total expense for the quarter of
$1,201,000.
 
 NOTE
11.   SUBSEQUENT EVENT
 
 Subsequent
to June 30, 2008, the Company issued 860,000 shares of common stock to an
investor relations firm for investor relations services.   The
investor relations firm is an unrelated third party. The number of shares was
determined in negotiations with the investor relations firm based on the
investor relations services they agreed to perform for the
Company.
  14
  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 to Bancroft Uranium, Inc. 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 the 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, including 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 our new business focus and in anticipation of the Closing of the
Agreement, we 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.
 
  15
  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.
 
 Our Canadian subsidiary, 2146281
Ontario Inc., was formed in August, 2007 for the purpose of exploiting three
mineral properties in Ontario, Canada.  Through our 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 produced a report in compliance with NI
43-101.  The Company is currently in the process of developing a plan
and securing financing to pursue the drilling and exploration recommendations
contained in that report.
 
 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.
 
  16
  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
six months ended June 30, 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.
 
 General
and administrative
 
 General
and administrative expenses were $1,253,544 during the six months ended June 30,
2008 and $8,188 during the three months ended June 30, 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
six-month period ended June 30, 2008, Bancroft Uranium had a net loss of
$4,578,222 while for the same period ended June 30, 2007, the Company had a net
loss of $8,228.  This increase in net loss is attributable to
increased general and administrative expenses, stock based compensation,
expenses related to the development of our mineral properties and interest
expenses related to our December 2007 Secured Convertible
Debentures.  Also, at June 30, 2008, the Company had accumulated
deficits of $5,503,276 while at December 31, 2007, the Company had accumulated
deficits of $925,054. 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 six-month period ended June 30, 2008 and
2007 was $1,988,963 and $39 respectively.  As of June 30, 2008, we had
$2,389 in cash.
 
 Net cash
provided by financing activities was $250,000 for the six-month period ended
June 30, 2008. Net cash provided by financing activities was $0 for the six
months ended June 30, 2007.
 
 As of
June 30, 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 immediately, as we have essentially no cash.
Management believes that as our mineral exploration activities continue in order
to implement the recommendations associated with the Company’s report received
in accordance with NI 43-101, additional opportunities for various types of
financing may 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 30
days.
 
  17
  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.
 
 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 immediately. We presently have no arrangements or
understandings with any investors or potential investors with respect to an
investment in Bancroft Uranium, although within 30 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
three full-time employees currently, president and chief executive officer,
Robert McIntosh, Chief Operating 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 June 30, 2008 and 2007 approximates their
fair values due to the short-term nature of these financial
instruments.
 
  18
  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.
  Based on
that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are not 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.  Our Chief Executive Officer and Principal
Financial Officers concluded that our disclosure controls and procedures are not
effective regarding financial reporting.   In order to correct
these deficiencies, we have since engaged a new chief executive officer and
moved our former chief executive officer into the role of chief operating
officer, thus allowing our chief operating officer, who is trained in financial
accounting, to spend more time in the preparation of our financial statements
and in the streamlining of our financial reporting procedures and
controls.
  (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
 On May
23, 2008, the Company entered into consulting agreements with two consultants,
Rick Lewon and Robert McIntosh. The effective date of the agreement is October
3, 2007 and covers services previously provided to the
Company.  Robert McIntosh was subsequently appointed as the Company's
President and CEO. Under the terms of each agreement, the consultants will
provide services to the corporation with respect to geological consultation,
security and mining site management, among other duties.  The
agreements provide that the consultants will each be paid $15,000 per month in
consulting fees and issued shares of the Company’s common stock over the term of
the contracts in an amount of 2,400,000 common shares per consultant. The term
of the agreements is 24 months.  The agreements provide that the
company may issue only 2,000,000 shares per consultant, a discount of 400,000
shares per agreement, if the Company issues the full shares due under the
agreements by May 31, 2008, which the Company has elected to do.  As a
result, the Company issued 4,000,000 common shares to these consultants on May
23, 2008.  The Company or the consultants may terminate the agreements
at any time without penalty.  In the event of an early termination,
the Company is entitled to the return of any unearned stock and is not required
to make any further cash payments. However, legal counsel to the Company has
indicated that the shares were issued as fully-paid and non-assessable and the
Company will not be able to seek their return from the individuals if they fail
to fulfill the terms of required future performance.  In the event of this
failure of future performance, the Company may have a right to recover damages
against the employees, but these would be uncertain, unlikely and difficult to
quantify.
    19
 
 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
 
 Subsequent
June 30, 2008, the Company issued 860,000 shares of common stock to an investor
relations firm for investor relations services.
 
 
 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
      200232.2
              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:   August
      18, 2008
              /s/ Robert
      McIntoshRobert
      McIntoshPresident
      and Chief Executive Officer
  
 21