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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 September 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. 000-50366Bancroft Uranium Inc.(Exact name of Registrant as specified in its charter)

Nevada
     94-3409449(State or other jurisdiction of incorporation or
     (I.R.S. Employer Identification Number)organization)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. xYES   ̈ 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    xNO



1

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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 November 14, 2008.



2

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TABLE OF CONTENTSPART
     I.
     FINANCIAL INFORMATION
     4Item 1
     
     Financial Statements
     4Condensed Consolidated Balance Sheets (Unaudited)  September30, 2008 and December 31, 2007
     4Condensed Consolidated Statements of Operations for the threeand nine months ended September 30, 2008 and 2007 and for thePeriod from October 12, 2001 (Date of Inception) through September30, 2008 (Unaudited)
     5Condensed Consolidated Statements of Cash Flows for the ninemonths ended September 30, 2008 and 2007 and for the Period fromOctober 12, 2001 (Date of Inception) through September 30, 2008(Unaudited)
     6Notes to Condensed Consolidated Financial Statements (Unaudited)
     7Item 2
     
     Managements Discussion and Analysis of Financial Condition andResults of Operations
     18Item 3
     
     Quantitative and Qualitative Disclosures About Market Risk
     21Item 4T
     
     Controls and Procedures
     22PART
     II.
     OTHER INFORMATION
     22Item 1
     
     Legal Proceedings
     22Item 1A
     
     Risk Factors
     22Item 2
     
     Unregistered Sales of Securities and Use of Proceeds
     23Item 3
     
     Defaults Upon Senior Securities
     23Item 4
     
     Submission of Matters to a Vote of Security Holders
     23Item 5
     
     Other Information
     23Item 6
     
     Exhibits
     23Signatures
     24


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.



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Part I - Financial Information 
Item 1. Financial Statements

BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)CONDENSED CONSOLIDATED BALANCE SHEETS(UNAUDITED)September 30,
     
     
     
     December 31,2008
     
     
     
     2007ASSETSCurrent AssetsCash
     $
     -
     
     
     $
     1,741,352Related party receivables
     
     -
     
     
     
     27,020Prepaid expenses
     
     -
     
     
     
     15,000Receivable on convertible debenture
     
     -
     
     
     
     250,000Total Current Assets
     
     -
     
     
     
     2,033,372Property - unproved mineral interests
     
     531,199
     
     
     
     531,199Goodwill
     
     4,948
     
     
     
     4,948Debt issuance costs, net of accumulated amortization of
     
     637,248
     
     
     
     1,042,258$442,742 and $37,742, respectivelyTotal Assets
     
     1,173,395
     
     
     
     3,611,776LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current LiabilitiesAccounts payable
     
     177,866
     
     
     
     66,649Accrued liabilities
     
     150,000
     
     
     
     -Accrued interest
     
     127,634
     
     
     
     27,634Payable to related party
     
     9,375
     
     
     
     -Obligation pursuant to mineral acquisition agreement
     
     100,000
     
     
     
     40,000Total Current Liabilities
     
     564,875
     
     
     
     134,283Obligation pursuant to acquisition
     
     80,000
     
     
     
     140,000Secured convertible debentures, net of unamortized discount of$2,212,342 and $3,618,592, respectively
     
     1,537,658
     
     
     
     131,048Total Liabilities
     
     2,182,533
     
     
     
     405,331Stockholders' Equity (Deficit)Common stock, par value $.001, 500,000,000shares authorized, 51,038,000 and 46,178,000 issued and outstanding, respectively
     
     51,038
     
     
     
     46,178Additional paid-in capital
     
     5,626,462
     
     
     
     4,085,322Deficit accumulated during the development stage
     
     (6,686,638
     )
     
     
     (925,055
     )Total Stockholders' Equity (Deficit)
     
     (1,009,138
     )
     
     
     3,206,445Total Liabilities Stockholders' Equity (Deficit)
     $
     1,173,395
     
     
     $
     3,611,776


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



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED)For the three months ended
     
     
     
     For the nine months ended
     
     
     
     From October 12, 2001September 30,
     
     
     
     September 30,
     
     
     
     (date of inception) throug2008
     
     
     2007
     
     
     
     2008
     
     
     2007
     
     
     
     September 30, 2008REVENUES
     $
     -
     
     $
     -
     
     
     $
     -
     
     $
     -
     
     
     $
     -EXPENSESSelling, general and administrative
     
     290,528
     
     
     2,542
     
     
     
     1,547,607
     
     
     10,770
     
     
     
     2,235,466Interest expense
     
     544,298
     
     
     205
     
     
     
     1,631,178
     
     
     205
     
     
     
     1,790,132Exploration costs
     
     -
     
     
     -
     
     
     
     1,036,798
     
     
     -
     
     
     
     1,132,880Stock based compensation
     
     345,000
     
     
     -
     
     
     
     1,546,000
     
     
     -
     
     
     
     1,546,000Total expenses
     
     1,179,826
     
     
     2,747
     
     
     
     5,761,583
     
     
     10,975
     
     
     
     6,704,478Net loss from operations
     
     (1,179,826
     )
     
     (2,747
     )
     
     
     (5,761,583
     )
     
     (10,975
     )
     
     
     (6,704,478
     )Gain on forgiveness of loan
     
     -
     
     
     -
     
     
     
     -
     
     
     -
     
     
     
     17,810Interest income
     
     -
     
     
     -
     
     
     
     -
     
     
     -
     
     
     
     30Net loss
     $
     (1,179,826
     )
     $
     (2,747
     )
     
     $
     (5,761,583
     )
     $
     (10,975
     )
     
     $
     (6,686,638
     )NET (LOSS) PER SHARE
     $
     (0.02
     )
     $
     -
     
     
     $
     (0.12
     )
     $
     -WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
     
     51,038,000
     
     
     500,000,000
     
     
     
     48,393,778
     
     
     500,000,000




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



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW(UNAUDITED)From October 12, 2001For the nine months ended September 30,
     
     
     
     (date of inception) through2008
     
     
     
     2007
     
     
     
     September 30, 2008OPERATING ACTIVITIESNet Loss
     $
     (5,761,583
     )
     
     $
     (10,975
     )
     
     $
     (6,686,638
     )Adjustments to reconcile net loss to net cash used in operating activities:Amortization of debt issuance costs
     
     405,010
     
     
     
     -
     
     
     
     442,752Non-cash interest expense on accretion of debt discount
     
     1,406,610
     
     
     
     -
     
     
     
     1,537,658Foreign exchange transaction loss
     
     -
     
     
     
     -
     
     
     
     1,266Stock based compensation
     
     1,546,000
     
     
     
     -
     
     
     
     1,546,000Expenses paid by debt holder from proceeds
     
     -
     
     
     
     -
     
     
     
     15,000Changes in operating assets and liabilities:Gain on forgiveness of debt
     
     -
     
     
     
     -
     
     
     
     (17,810
     )Deferred offering costs
     
     -
     
     
     
     -
     
     
     
     23,844Related party receivables
     
     27,020
     
     
     
     -
     
     
     
     -Decrease in prepaid expenses
     
     15,000
     
     
     
     -
     
     
     
     -Accounts payable
     
     111,216
     
     
     
     2,616
     
     
     
     120,364Related party accounts payable
     
     9,375
     
     
     
     6,365
     
     
     
     9,375Accrued interest
     
     100,000
     
     
     
     -
     
     
     
     127,634Increase in accrued liabilities
     
     150,000
     
     
     
     -
     
     
     
     150,000Net cash used in operating activities
     
     (1,991,352
     )
     
     
     (1,994
     )
     
     
     (2,730,555
     )INVESTING ACTIVITIESCash received in acquisition of 2146281 Ontario
     
     -
     
     
     
     -
     
     
     
     10Net cash provided by investing activities
     
     -
     
     
     
     -
     
     
     
     10FINANCING ACTIVITIESIncrease in receivable from related party
     
     -
     
     
     
     -
     
     
     
     (1,690
     )Proceeds received from convertible debenture receivable
     
     250,000
     
     
     
     -
     
     
     
     250,000Proceeds 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
     
     -
     
     
     
     -
     
     
     
     55,000Increase (decrease) in payable to related party
     
     -
     
     
     
     -
     
     
     
     12,510Cash proceeds from long term debt
     
     -
     
     
     
     -
     
     
     
     3,203,735Payment of debt issuance costs
     
     -
     
     
     
     -
     
     
     
     (300,000
     )Payment of long term debt
     
     -
     
     
     
     -
     
     
     
     (500,000
     )Net cash provided by financing activities
     
     250,000
     
     
     
     -
     
     
     
     2,730,545Net increase (decrease) in cash
     
     (1,741,352
     )
     
     
     (1,994
     )
     
     
     -Cash, Beginning of period
     
     1,741,352
     
     
     
     2,143
     
     
     
     -Cash, End of period
     $
     -
     
     
     $
     149
     
     
     $
     -Non-cash Investing and Financing:Expenses paid by shareholder
     $
     -
     
     
     $
     4,295
     
     
     $
     4,295Derivative liability from issuance of common stock
     
     -
     
     
     
     23,050
     
     
     
     -






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

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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 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 nine months ended September 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 $3,203,735. 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.



7

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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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.

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 nine months ended September 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 has been 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 September 30, 2008, Management has determined that there is no reclamation obligation as of September 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.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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 September 30, 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 reasonably 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.

At September 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 September 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.



9

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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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 September 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.

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.



10

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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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 Activitiesto 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 under SFAS 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.

In April 2008, the FASB issued FSP SFAS No. 142-3, Determination of the Useful Life of Intangible Assets (FSP SFAS No. 142-3). FSP SFAS No. 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognizable intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). The intent of FSP SFAS No. 142-3 is to improve the consistency between the useful life of a recognizable intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141(R), Business Combinations and other U.S. generally accepted accounting principles. FSP SFAS No. 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. Early adoption is prohibited. The Company does not anticipate that the adoption of FSP SFAS No. 142-3 will have an impact on its financial position or results of operations.

In May 2008, the FASB issued FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entitys nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company will adopt FSP APB 14-1 beginning in the first quarter of fiscal 2010, and this standard must be applied on a retrospective basis. The Company is evaluating the impact the adoption of FSP APB 14-1 may have on the Companys consolidated financial position and results of operations.

On June 16, 2008, the FASB issued FSP No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities to address the question of whether instruments granted in share-based payment transactions are participating securities prior to vesting. The FSP determines that unvested share-based payment awards that contain rights to dividend payments should be included in earnings per share calculations. The guidance will be effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the requirements of FSP No. EITF 03-6-1, as well as the impact of the adoption on the Companys consolidated financial statements.

On October 10, 2008, the FASB issued FSP No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active. This FSP addresses certain application issues related to SFAS No. 157, Fair Value Measurements, specifically clarifying and giving examples of applications in markets that are not active. This statement was effective upon issuance. The Company has evaluated this statement and determined that there is no material impact on the Companys consolidated financial statements.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

NOTE 3. UNPROVED MINERAL INTERESTSProperty, 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 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.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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 at September 30, 2008) 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 imputed interest on the payable is immaterial.

Promissory Note

In fiscal year 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 fiscal year 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 the debentures. During the nine months ended September 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 nine months ended September 30, 2008 and 2007 was $405,000 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 September 30, 2008, the unamortized discount on the debenture is approximately $2,212,342.

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.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

NOTE 5. RELATED-PARTY TRANSACTIONS

During the nine months ended September 30, 2008 and 2007, the Company incurred $418,500 and $0 in consulting, management and director fees, respectively. These fees were paid as follows:

| | (a) | $126,000 in management and director fees paid to a company controlled by the Companys former President and Chief Executive Officer;  
| | --- | --------------------------------------------------------------------------------------------------------------------------------------
| | (b) | $137,500 in management and director fees paid to a company controlled by the Companys Vice President and Chief Financial Officer, and
| | (c) | $35,000 in consulting fees paid to a company controlled by the Companys former Vice President of Exploration.                        
| | (d) | $120,000 in management and director fees paid to a company controlled by the Companys President and Chief Executive Officer.         
| |    

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 nine months ended September 30, 2008 and 2007, the Company issued 4,860,000 and 0 common shares, rexpecitvely, to consultants for services as discussed in Note 10.

In addition, the Companys stock is listed on the Frankfurt Stock Exchange under the symbol BCR as of May 22, 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 September 30, 2008 is presented below:

|                             |            |   |                  | Weighted average
|---------------------------- | ---------- | - | ---------------- | ----------------
|                             | Number of  |   | Weighted average | Remaining       
|                             | warrants   |   | exercise price   | life (years)    
|                            
|Balance - December 31, 2007  | 16,500,000 | $ | 0.30             | 4.93            
|Issued                       | -          |   | -                | -               
|Exercised                    | -          |   | -                | -               
|                            
|Balance  September 30, 2008 | 16,500,000 | $ | 0.30             | 4.03            
|                            
|                            
|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.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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 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 nine months ended September 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 $880,577, which, if unused, will expire beginning in 2022. Due to the change of control with the acquisition by the Company of 2146281 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.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

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 registrant 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 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 September 30, 2008 was $0.045. Therefore, the Company recognized an additional expense for the quarter ended September 30, 2008 of $22,500 for the 4,000,000 shares.

On July 1, 2008, the Company issued 860,000 shares to an investment relations firm. These shares were recorded at the fair market value on the date of issuance of $0.38 for total stock compensation expense of $322,500.



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BANCROFT URANIUM, INC.(AN EXPLORATION STAGE COMPANY)NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS (Unaudited)September 30, 2008

NOTE 11. SUBSEQUENT EVENT

On October 15, 2008, the Company entered into a Debenture and Warrant Purchase Agreement with Enable Growth Partners. Pursuant to the terms of the Agreement, in exchange for cash proceeds of $44,000 tendered by Enable, the Company issued a 12% Secured Convertible Debenture to Enable. The debenture calls for interest payments to be paid on any unconverted amounts on the first day of each month, beginning on November 1, 2008. Enable shall have the right to convert all principal and interest into shares of the Company's common stock.

The conversion price in effect on any conversion date shall be equal to the lesser of (a) $0.025, subject to adjustment and (b) 80% of the lowest Closing Bid Price during the 20 Trading Days immediately prior to the applicable conversion date. However, in no event can Enable convert its debt if the number of shares to be received upon conversion exceeds 4.99% of the number of then issued and outstanding shares of the Company's common stock.



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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 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 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.

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 stakeholders 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



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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 resourcein 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.

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 nine months ended September 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.



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General and administrative

General and administrative expenses were $1,547,607 during the nine months ended September 30, 2008 and $10,770 during the nine months ended September 30, 2007. The significant increase in these expenses was related to officers and directors fees 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 nine month period ended September 30, 2008, Bancroft Uranium had a net loss of $5,761,583 while for the same period ended September 30, 2007, the Company had a net loss of $10,975. 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 September 30, 2008, the Company had accumulated deficits of $6,686,638 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 nine month period ended September 30, 2008 and 2007 was $1,991,352 and $1,994 respectively. As of September 30, 2008, we had $0 (zero) in cash.

Net cash provided by financing activities was $250,000 for the nine month period ended September 30, 2008. Net cash provided by financing activities was $0 for the nine months ended September 30, 2007.

As of September 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 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.

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.



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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 two full-time employees currently, president and chief executive officer, Robert McIntosh and Chief Financial Officer David Naylor. Chief Operating Officer and Director, P. Leslie Hammond tendered his resignation to the company effective September 19, 2008. 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.



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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 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. It was determined by our independent public auditors during the course of preparation of their audit report dated April 15, 2008, that the management's assessment of disclosure controls be revised to more disclose the deficiencies noted in the financial reporting process by our independent auditors. Our Chief Executive Officer and Principal Financial Officers concluded that our disclosure controls and procedures are not effective. We believe, based on our investigations, that the material deficiencies in controls first began in October 2007, when we completed our purchase of our Canadian Mining Subsidiary, which involved a significant expansion of our operations and financial activities. 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 ProceedingsNot 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.



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Item 2. Unregistered Sales of Securities and Use of Proceeds

On May 23, 2008, the registrant 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.

On July 1, 2008, the Company issued 860,000 shares of common stock to an investor relations firm for investor relations services.

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

On July 1, 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 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                   



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SIGNATURES

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: | November 14, 2008 | /s/Robert McIntosh                   
|       |                   | Robert McIntosh                      
|       |                   | President and Chief Executive Officer



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