**The auditor's report filed herein as
part of Item 8, Financial Statements, is subject to a Form 12b-25 filed April 1,
2009.**  U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K/A  (Mark One) [X]
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For
Fiscal Year Ended: December 31, 2008 OR [
 ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission file number:  333-144226 URANIUM PLUS RESOURCE CORPORATION(Exact name of registrant as specified in its
charter)Nevada

26-0148468(State or other jurisdiction of incorporation or
organization)

(IRS Employer Identification No.)Suite 107, 17624 15th AvenueMill Creek, Washington

98012(Address of principal executive offices)

(Postal Code) Issuer's telephone number:
 (206) 926-4519 Securities registered under
Section 12(b) of the Act:  None Securities registered under
Section 12(g) of the Act:  None Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]  No  [x] Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes [
 ]  No  [x] Indicate by check
mark whether the registrant (1) has 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
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.  Yes [x]
    No  [  ] Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 [  ] Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a smaller reporting company.  See the definitions of the large
accelerated filer, accelerate filer, and smaller reporting company in Rule
12b-2 of the Exchange Act.   (Check one): Large Accelerated Filer [  ] Accelerated Filer [  ] Non-Accelerated Filer [  ] Smaller reporting
company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes  [X]
   No [  ] As of March 31,
2009 there were 12,988,000 shares of the registrant's common stock, par value
$0.001, issued and outstanding.  Of these, 3,628,000 shares are held by
non-affiliates of the registrant.  The market value of securities held by
non-affiliates is approximately $0.00 as our common stock does not presently
trade.   DOCUMENTS
INCORPORATED BY REFERENCE  If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-K (e.g., Part I,
Part II, etc.) into which the document is incorporated:  (1) any
annual report to security holders; (2) any proxy or information statement;
and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the
Securities Act of 1933, as amended (Securities Act).Not Applicable.          TABLE
OF CONTENTS Item
Number and Caption Page Cautionary
statements regarding forward-looking information 4 Description
of Business 4 ITEM
1A RISK
FACTORS 6 ITEM
1B UNRESOLVED
STAFF COMMENTS. 6 ITEM
2 PROPERTIES 6 ITEM
3 LEGAL
PROCEEDINGS. 7 ITEM
4 SUBMISSIONS
OF MATTERS TO A VOTE OF SECURITY HOLDERS. 7 PART
II ..7 ITEM
5 MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES.  7 ITEM
6 SELECTED
FINANCIAL DATA 8 ITEM
7 MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS...8 ITEM
8 FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA 10 ITEM
9 CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  4 ITEM
9A [T] CONTROLS
AND PROCEDURES 4 ITEM
9B OTHER
INFORMATION 5 PART
III 5 ITEM
10 DIRECTORS,
EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 5 ITEM
11 EXECUTIVE
COMPENSATION 7 ITEM
12 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   MANAGEMENT AND RELATED
STOCKHOLDER MATTERS  8 ITEM
13 CERTAIN
RELATIONSHIP AND RELATED TRANSACTIONS, AND   DIRECTOR
INDEPENDENCE  9 ITEM
14 PRINCIPAL
ACCOUNTANT FEES AND SERVICES 10 PART
IV 11 ITEM
15 EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES 11 SIGNATURES 12         CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING
INFORMATION Except for historical information, this report contains
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934.  Such forward-looking statements involve risks and
uncertainties, including, among other things, statements regarding the Companys
business strategy, future revenues and anticipated costs and expenses.
 Such forward-looking statements include, among others, those statements
including the words expect, anticipate, intend, believe and similar
language.  The Companys actual results may differ significantly from those
projected in the forward-looking statements.  Factors that might cause or
contribute to such differences include, but are not limited to, those discussed
in the sections Plan of Operation and Business.  You are cautioned not
to place undue reliance on the forward-looking statements, which speak only as
of the date of this report.  We undertake no obligation to publicly release
any revisions to the forward-looking statements or reflect events or
circumstances taking place after the date of this document. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements.  All
references depicted in this Form 10-K to the Company, Uranium Plus, we,
us or our are to Uranium Plus Resource Corporation.      Description of
Business  General Information  Uranium
Plus Resource Corporation (the Company) was incorporated on January 23, 2007
in the State of Nevada,as Big Bear
Resources, Inc.  Its name was changed to Uranium Plus Resource Corporation
on March 21, 2008.  Its operations are primarily based in Mill Creek,
Washington.  The accounting and
reporting policies of the Company conform to accounting principles generally
accepted in the United States of America, and the Companys fiscal year end is
December 31.  The
Company is an exploration stage company that engages primarily in the
acquisition, exploration and development of resource properties.  The
Company had previously negotiated an option to acquire a 100 percent interest in
a mineral claim located in the Slocan Mining Division in the Province of British
Columbia, Canada.  However, following extensive due diligence, the Company
elected not to proceed with the acquisition andabandoned all other interests in potential projects within the Province
of British Columbia, Canada.During the
second and third quarter, the Company negotiated options to acquire three
mineral claims in Peru and subsequently conducted mineral exploration activities
on the said claims in order to assess whether they possessed commercially
exploitable reserves of copper, silver, gold, lead and uranium.  To date,
the Companys activities have been limited to its formation, minimal operations,
the raising of equity capital and exploring other international business
opportunities.  Management entered into a consulting agreement with Dr. Allan P.
Juhas Ph.D., an Economic Geologist residing in the USA, with extensive
experience in international property evaluation and mineral exploration.
 Dr. Juhas and his team traveled to Peru and visited two of the Companys
proposed properties.  The Manantiel molybdenum prospect is located in the
Shiran district of the Otuzco municipality of La Libertad, west-central Peru.
 The 10 square kilometers   property was inspected for various igneous, sedimentary and
contact metamorphic rock types.  Samples of representative mineralization
were collected and delivered to the Lima sample preparation facility of ACME
Laboratories.  Although the deposits of commercial grade and size occurred
in the area, it was determined that any further work would require more land to
develop the potential resources in the area.  Following receipt of the
geological reports and sample analysis, management has decided not to move
forward with the further exploration of this property.  Dr.
Juhas and his team also evaluated another proposed acquisition, the El Zorro
gold prospect consisting of 600 hectares and located 156 kilometers north east
of Trujillo, Peru.  They found that the geology consisted of tertiary
continental volcanic rocks that were cut by mafic (basaltic) dikes and sparse
pinching and swelling anastomosing quartz veinlets.  Some of the clasts
contained quartz grains that implied a dacite composition.  Samples of
representative mineralization were collected and delivered to the Lima sample
preparation facility of ACME Laboratories.  Following receipt of the
geological report from Dr. Juhas and subsequent sample analysis, management also
decided not to move forward with the further exploration of this property.  The
Company continues its expressed interest in the acquisition of a 1,000 hectare
copper property north of Lima called the Corani Uranium property which consists
of a 1,000 hectare mining concession referred to as BETAK, located in the
Department of Puno in addition to an adjacent property consisting of an
additional 1,000 hectares.  Extensive exploration was commissioned by the
Peruvian Institute of Nuclear Energy (IPEN), which led to the delineation of a
uranium deposit within the Corani Property boundaries.  The
Company is also continuing its discussions regarding a potential option to
acquire an additional uranium property calledCorongo, which is comprised
of 1,000 hectares and is located in the Province of Corongo. Finally, the
Company is exploring a potential opportunity to acquire an additional 3,000
hectares in close proximity to the existing property.  Management will determine the long term feasibility of each of
these potential properties prior to executing acquisition agreements.  Administration  Mr.
James Graham has agreed to remain as the Companys President and CEO for the
next year and will enter into a management agreement with the Company that is
mutually beneficial for all parties concerned.  To date,Mr. Graham has provided office administration
services for the Company.  On
January 6, 2009 the Company accepted the resignation of Mr. Scott Houghton as a
Director of the Company, effective that date.  Compliance with Government Regulation  The
Company has budgeted for regulatory compliance costs in all proposed work
programs recommended by the geological reports.  Moving forward, that
Company will have to sustain the   cost of reclamation and environmental mediation for all
exploration (and development) work undertaken.  The amount of these costs
is not known at this time, as the Corporation does not know the extent of the
exploration program that will be undertaken beyond completion of the recommended
work program. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of capital expenditures on earnings, competitive position or in the event
thata potentially economic deposit is
discovered.  Permits
and regulations will control all aspects of any production programs
implementedbecause of the potential impact
on the environment.  Employees  The
Company has no employees at this time, other than officers, as of the date of
this report.  Mr.
James Graham is the Companys Presidentand
Chief Executive Officer.  He serves as adirector and conducts the Business of the Company on a part-time basis as
required. Mr. Graham presently commits approximately 15% of his business time to
the Companys business.  The
Company does not pay compensation to its directors solely for serving as
directors on the Board.   The business of the Company is primarily
executed through agreements with consultants and arms-length third party
transactions.  Research and Development Expenditures  The
Company has not incurred any research or development expenditures since its
incorporation.  Subsidiaries   The
Company does not have any subsidiaries as of this filing.  Patents and Trademarks  The
Company does not own, either legally or beneficially, any patents or trademarks.   ITEM 1A RISK FACTORS  Not
Applicable.   ITEM 1B UNRESOLVED STAFF COMMENTS.  Not
Applicable.   ITEM 2 PROPERTIES  The
Company continues to evaluate its options and continue its due diligence
regarding the Peruvian properties as outlined in the section above, entitled
Description of Business.   Additionally, the Company will continue its exploration program
and subsequent research for other sound properties that meet the criteria of the
Company.   ITEM 3 LEGAL PROCEEDINGS.  Legal Proceedings  In the
ordinary course of business, the Company may, from time to time, become subject
to routine litigation or administrative proceedings which are incidental to the
business.  The Companyis not a party
to or aware of any existing, pending or threatened lawsuits or other legal
actions involving the Company.   ITEM 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.  No
matters were submitted to a vote of security holders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this report.        PART
II   ITEM 5 MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.  Market Information  Bid
and ask prices for the Companys common stock have been quoted on the
Over-The-Counter Bulletin Board (the OTCBB) under the symbol UPLS.OB since
April 3, 2008. However, the Companys stock has never traded.  As of
March 31, 2009, the Company had 33 shareholders of record.  Dividends  The
Company has never declared any cash dividends with respect to its common stock.
 Future payment of dividends is within the discretion of theboard of directors and will depend on the
Companys earnings, capital requirements, financial condition and other relevant
factors.  Although there are no material restrictions limiting, or that are
likely to limit, the Companys ability to pay dividends on its common stock, it
presently intends to retain future earnings, if any, for use in its business and
currently has no intention to offer cash dividends on itscommon stock.  Recent Sales of Unregistered Securities  During
the fiscal year ended December 31, 2008, the Company did not issue any
securities without registration under the Securities Act of 1933.     ITEM 6 SELECTED FINANCIAL DATA  Not
applicable.   ITEM 7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.  Results of Operations  The
Company has not generated revenues sinceits
inception on January 23, 2007, and has
incurred $176,268 in expenses for the year-ended December 31, 2008.  The
following table provides selected financial data about the Company as of and for
the year ended December 31, 2008.  Balance Sheet Data:


December 31, 2008


December 31, 2007Cash

$
93,139

$
1,579Total assets

$
93,139

$
3,632Total liabilities

$
158,124

$
31,304Stockholders' Equity/(Deficit)

$
(64,985)

$
(27,672)  Net
cash provided by financing activities since inception through December 31, 2008,
was $161,080.  Plan
of Operation  Uranium
Plus Resource Corporation (UPLS or the Company), is a Nevada Corporation
trading on the OTC-BB (symbol UPLS).  On March 21, 2008, the Company
changed its name from Big Bear Resources Inc. to Uranium Plus Resource
Corporation.  Prior
to March 2008, the Company had acquired an option to acquire a 100% interest in
a mineral claim located in the Slocan Mining Division in the Province of British
Columbia, Canada (the Big Bear mineral claim).  The business plan called
for the Company to proceed with the exploration of the Big Bear mineral claim to
determine if it contains commercially exploitable reserves of silver, gold, lead
or zinc.  Following careful review, the Company decided to abandon and
terminate all activities in the Slocan Big Bear mineral claim option and all
other projects in the Province of British Columbia in favor of directing its
resources to mining properties in Peru and other Business opportunities
globally.  The
Company entered into option agreements to acquire a molybdenum and gold
property, in addition to two uranium properties located in Peru.  The
Company also executed a Management Consulting agreement with Dr. Allan P. Juhas
Ph.D., an Economic Geologist residing in the USA, with extensive experience in
international property evaluation and mineral exploration.  Dr. Juhas and
his team traveled to Peru and visited two of the Companys proposed properties.
 The Manantiel molybdenum prospect is located in the Shiran district of the
Otuzco municipality of La Libertad, west-central Peru.  The 10 square
kilometers property was inspected for various   igneous, sedimentary and contact metamorphic rock types.
 Samples of representative mineralization were collected and delivered to
the Lima sample preparation facility of ACME Laboratories.  Although the
deposits of commercial grade and size occurred in the area, it was determined
that any further work would require more land to develop the potential resources
in the area.  Following receipt of the geological reports and sample
analysis, management has decided not to move forward with the further
exploration of this property.  Dr.
Juhas and his team also evaluated another proposed acquisition, the El Zorro
gold prospect consisting of 600 hectares and located 156 kilometers north east
of Trujillo, Peru.  They found that the geology consisted of tertiary
continental volcanic rocks that were cut by mafic (basaltic) dikes and sparse
pinching and swelling anastomosing quartz veinlets.  Some of the clasts
contained quartz grains that implied a dacite composition.  Samples of
representative mineralization were collected and delivered to the Lima sample
preparation facility of ACME Laboratories.  Following receipt of the
geological report from Dr. Juhas and subsequent sample analysis, management also
decided not to move forward with the further exploration of this property.  The
Company continues its expressed interest in the acquisition of a 1,000 hectare
copper property north of Lima called the Corani Uranium property which consists
of a 1,000 hectare mining concession referred to as BETAK, located in the
Department of Puno in addition to an adjacent property consisting of an
additional 1,000 hectares.  Extensive exploration was commissioned by the
Peruvian Institute of Nuclear Energy (IPEN), which led to the delineation of a
uranium deposit within the Corani Property boundaries.  The
Company is also continuing its discussions regarding a potential option to
acquire an additional uranium property calledCorongo, which is comprised
of 1,000 hectares and is located in the Province of Corongo. Finally, the
Company is exploring a potential opportunity to acquire an additional 3,000
hectares in close proximity to the existing property.  To
date, the Companys activities have been limited to its formation, minimal
operations, the raising of equity capital and exploring other international
business opportunities.  Limited Operating History  There
is no historical financial information about the Company upon which to base an
evaluation of its performance.  The Company is an exploration stage
corporation and has not generated any revenues from its business operations.
 The Company cannot guarantee that it will be successful in its business
operations.  The Companys business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.  The
Company gives no assurance that future financing will be available on acceptable
terms.  If financing is not available on such terms, the Company may be
unable to continue, develop or expand its operations.  Additionally, equity
financing could result in additional dilution to existing shareholders.     Liquidity and Capital Resources  As of
the date of this report, the Company has yet to generate any revenues from its
business operations.  Since inception the Companys main source of cash has
been the sale of its equity securities.  As of
the date of this filing, the Company has yet to begin operations and therefore
has not generated any revenues.  As of
December 31, 2008, cash and total assets were $93,139 and the Companys total
liabilities were $158,124.   ITEM
8  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA          Uranium Plus Resource Corporation (An Exploration Stage Company) Financial Statements For the Period from January 23, 2007 (Inception) to December 31,
2008                   Balance
Sheets as of December 31, 2008 and December 31,
2007                                    Statement
1   Statements of
Operations and Comprehensive Loss for the year ended December 31, 2008; for the period from
January 23, 2007 (Inception) to December 31, 2007; and
for the period from inception (January 23, 2007) to December 31,
2008                      Statement
2   Statements of Cash
Flows for the year ended December 31, 2008; for the period ended
from January 23, 2007 (Inception) to December 31, 2007; and
for the period from January 23, 2007 (Inception) to December 31,
2008                      Statement
3   Statements of Changes
in Stockholders Equity (Deficit) for the period from January
23, 2007 (Inception) to December 31,
2008                                                          Statement
4   Notes to Financial
Statements


Statement 1 Uranium
Plus Resource Corporation (An
Exploration Stage Company) Balance Sheets December
31, 2008 and December 31, 2007   ASSETS
December 31,
December 31,2008
2007CURRENTCash
and cash equivalents
$
93,139
$
1,579Prepaid
expenses

1,224TOTAL
CURRENT ASSETS
93,139
2,803PROPERTY,
PLANT AND EQUIPMENTOffice
equipment
-
1,243Less:
Accumulated depreciation
-
(414)NET
PROPERTY PLANT AND EQUIPMENT
-
829TOTAL
ASSETS
$
93,139
$
3,632Liabilities and stockholders deficitCURRENTAccounts
payable
$
8,124
$
1,304Accounts
payable  related party
-
30,000Convertible
note payable (Note 5)
150,000
-TOTAL
CURRENT LIABILITIES
158,124
31,304STOCKHOLDERS
DEFICITCommon
stock, par value $.001, 100,000,000 sharesauthorized,
12,988,000 shares issued and outstanding after
giving
effect to 6.8 for 1 split on April 22, 2008
12,988
12,988Additional
paid in capital
97,915
50,276Deficit
accumulated during the exploration stage
(176,268)
(91,391)Accumulated
other comprehensive income
380
455TOTAL
STOCKHOLDERS DEFICIT
(64,985)
(27,672)TOTAL
LIABILITIES AND STOCKHOLDERS DEFICIT
$
93,139
$
3,632  (See
accompanying notes)


Statement 2 Uranium
Plus Resource Corporation (An
Exploration Stage Company) Statements of
Operations and Comprehensive Loss For the Year Ended
December 31, 2008; for the Period from January 23, 2007 (Inception) to December
31, 2007; and for the Period from Inception (January 23, 2007) to
December 31, 2008;  For the year ended December 31, 2008
For the period from January 23, 2007 (Inception) to December
31, 2007
For the period from January 23, 2007 (Inception) to
December 31, 2008REVENUES
$
NIL
$
NIL
$
NILOPERATING
EXPENSESExploration
costs
20,533
25,000
45,533Selling,
general and administrative
64,242
65,977
128,219Depreciation
expense
102
414
516OPERATING
LOSS BEFORE OTHER ITEMS AND INCOME TAX
(84,877)
(91,391)
(176,268)Income
tax expense (benefit)
-
-
-NET
LOSS AVAILABLE TO COMMON STOCKHOLDERS
(84,877)
(91,391)
(176,268)OTHER
COMPREHENSIVE INCOMEForeign
currency translation adjustment
(75)
455
380COMPREHENSIVE
LOSS FOR THE PERIOD
$
(84,802)
$
(90,936)
$
(175,888)BASIC
AND DILUTED LOSS PER COMMON SHARE
(0.01)
(0.01)
(.00)WEIGHTED
AVERAGE SHARES OUTSTANDING
12,988,000
12,988,000    Statement 3  Uranium
Plus Resource Corporation (An
Exploration Stage Company) Statements of Cash
Flows For the Year Ended
December 31, 2008; and for the Period Ended from January 23, 2007 (Inception) to
December 31, 2007; and for the Period from January 23, 2007 (Inception) to
December 31, 2008  For the year ended December 31, 2008
For the period from January 23, 2007 (Inception) to
December 31, 2007
For the period  from January 23, 2007 (Inception) to
December 31, 2008CASH
FLOWS FROM OPERATING ACTIVITIESNet
loss
$
(84,877)
$
(91,391)
$
(176,268)ADJUSTMENTS TO
RECONCILE NET LOSS TO NET CASH USED BY OPERATING ACTIVITIESNon-cash
expenses
8,621
52,184
60,805Depreciation
expense
102
414
516CHANGES
IN OPERATING ASSETS AND LIABILITIESPrepaid
expenses
1,224
(1,224)
-Accounts
payable
6,820
1,304
8,124Accounts
payable  related party
9,000
30,000
39,000NET
CASH USED BY OPERATING ACTIVITIES
(59,110)
(8,713)
(67,823)CASH
FLOWS FROM INVESTING ACTIVITIESDisposal
of equipment
745
-
745Purchase
of equipment
-
(1,243)
(1,243)NET
CASH USED, BY INVESTING ACTIVITIES
745
(1,243)
(498)CASH
FLOWS FROM FINANCING ACTIVITIESIssuance
of common stock for cash
-
11,080
11,080Convertible
note payable (see Note 5)
150,000
-
150,000NET
CASH PROVIDED, BY FINANCING ACTIVITIES
150,000
11,080
161,080NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
91,635
1,124
92,759EFFECT
OF EXCHANGE RATE CHANGES ON CASH
(75)
(455)
380CASH,
BEGINNING OF PERIOD
1,579
-
-CASH,
END OF PERIOD
$
93,139
$
1,579
$
93,139 NON-CASH
INVESTING AND FINANCING ACTIVITIES FORGIVENESS OF
RELATED PARTY NOTE; APPLIED TO PAID IN CAPITAL
$
39,000
$
                      -
$
    39,000


Statement 4  Uranium
Plus Resource Corporation (An
Exploration Stage Company) Statement of
Stockholders Deficit For
the Period from January 23, 2007 (Inception) to December 31, 2008   Common
Share
Additional Paid in
Deficit Accumulated
Accumulated Other Comprehensive
Total Stockholders
EquityShares
Amount
For period
DuringPeriod
Income
(Deficit)BALANCE,
JANUARY 23, 2007
-
$
-
$
-
$
-
$
-
$
-Common
shares issued for cash, assets and expenses at $.001 per share
12,988,000
12,988
3,092
-
-
16,080Capital
contribution of expenses


47,184
-
-
47,184Loss
during the period from Inception toDecember 31,
2007


-
(91,391)
-
(91,391)Foreign
currency translation adjustments


-
-
455
455BALANCE,
DECEMBER 31, 2007
12,988,000
12,988
50,276
(91,391)
455
(27,672)Capital
contribution of expenses
-
-
8,639
-
-
8,639Forgiveness
of salary contributed to capital


39,000


39,000Loss
during the year
-
-
-
(84,877)
-
(84,877)Foreign
currency translation adjustments
-
-
-
-
(75)
(75)BALANCE
DECEMBER 31, 2008
12,988,000
$
12,988
$
97,915
$
(176,268)
$
380
$
(64,985)


(See
accompanying notes)


Uranium
Plus Resource Corporation (An
Exploration Stage Company) Notes to Financial
Statements For
the Period from January 23, 2007 (Inception) to December 31, 2008   1. BASIS
OF FINANCIAL STATEMENT PRESENTATION  The
accompanying audited financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission.  The
information furnished in the financial statements includes normal recurring
adjustments and reflects all adjustments which in the opinion of management are
necessary for a fair presentation of such financial statements.  2. ORGANIZATION  Uranium
Plus Resource Corporation (the Company) was incorporated on January 23, 2007
in the State of Nevada, U.S.A., as Big Bear Resources, Inc.  Its name was
changed to Uranium Plus Resource Corporation on March 21, 2008.  Its
operations are primarily based in Mill Creek, Washington, USA.  The
accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America, and the Companys
fiscal year end is December 31.  The
Company is an exploration stage company that engages primarily in the
acquisition, exploration and development of resource properties.  The
Company has acquired a 100 percent interest in a mineral claim located in the
Slocan Mining Division in the Province of British Columbia, Canada.  During
the second and third quarter, the Company conducted mineral exploration
activities on the mineral claims in Peru in order to assess whether they
possessed commercially exploitable reserves of copper, silver, gold, lead and
uranium.  To date, the Companys activities have been limited to its
formation, minimal operations, the raising of equity capital and exploring other
business opportunities.  3. SIGNIFICANT
ACCOUNTING POLICIES USE
OF ESTIMATES The preparation of the Companys financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that 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 amount of
revenues and expenses during the reporting period.  Actual results could
differ from those estimates.  The Companys periodic filings with the
Securities and Exchange Commission include, where applicable, disclosures of
estimates, assumptions, uncertainties and markets that could affect the
financial statements and future operations of the Company.     Uranium
Plus Resource Corporation (An
Exploration Stage Company) Notes to Financial
Statements For
the Period from January 23, 2007 (Inception) to December 31, 2008   FOREIGN CURRENCY
TRANSLATIONS The
Companys functional and reporting currency is the US dollar.  All
transactions initiated in other currencies are translated into US dollars using
the exchange rate prevailing on the date of transaction.  Monetary assets
and liabilities denominated in foreign currencies are translated into the US
dollar at the rate of exchange in effect at the balance sheet date.
 Unrealized exchange gains and losses arising from such transactions are
deferred until realization and are included as a separate component of
stockholders equity (deficit) as a component of other comprehensive income or
loss. Upon realization, the amount deferred is recognized in income in the
period when it is realized.  The
Company recorded an unrealized foreign currency translation gain, totaling $380
for the period from January 23, 2007 (Inception) to December 31, 2008, in
accumulated other comprehensive income.  Cash
and Cash equivalents Cash
and cash equivalents consist of funds on deposit with banks.  The Company
has no cash equivalents.  The Company had funds on deposit of $93,139 as at
December 31, 2008.  4. RELATED
PARTY TRANSACTIONS  A
$3,000 per month salary to the President of the Company had been accrued for a
total of $39,000 to March 31, 2008.  Effective May 4, 2008, the full
balance of the accrual was forgiven.  The related expense was charged to
selling, general and administrative expenses; $30,000 to December 31, 2007 and
$9,000 to March 31, 2008.  The forgiveness of debt has been recorded as an
increase in additional paid in capital as of December 31, 2008.  5. CONVERTIBLE
NOTE PAYABLE  The
Company borrowed $150,000 pursuant to an agreement dated April 29, 2008.
 The loan is payable on demand by the Lender.  The Lender has the
option to convert the loan into common shares of the company at a rate of 1
common share for each $1 borrowed (150,000 common shares).  In
the event repayment is demanded and the Company defaults, interest at a rate of
8% per annum shall be charged from the date of demand.  All
funds are in US dollars.  6. SHARE
CAPITAL  An
officer of the Company paid expenses in the amount of $8,639 and $47,184 for the
years-ended December 31, 2008 and 2007, respectively.  These officers do
not expect repayment, therefore, the amounts have been recorded as additional
paid in capital.  Effective
April 22, 2008, the Company forward-split its issued capital stock on a ratio of
5.8 shares for each one old share.  As a result of this transaction,
11,078,000 shares were issued.      Uranium
Plus Resource Corporation (An
Exploration Stage Company) Notes to Financial
Statements For
the Period from January 23, 2007 (Inception) to December 31, 2008   Shares
ValueDecember 31,
2007
1,910,000
$
1,910Issued as a
result of forward-split
11,078,000
11,078December 31,
2008
12,988,000
$
12,988  The
adjustment has been reflected retroactively.  7. GOING CONCERN AND LIQUIDITY CONSIDERATIONS The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates, among other things, the
realization of assets and satisfaction of liabilities in the normal course of
business.  As of December 31, 2008, the Company has a negative working
capital balance of $64,985 and an accumulated deficit of $176,268.  The
Company intends to fund operations through equity financing arrangements, which
may be insufficient to fund its capital expenditures, working capital and other
cash requirements for the next twelve months.  The ability of the Company to emerge from the exploration stage is
dependent upon, among other things, obtaining additional financing to continue
operations, explore and develop the mineral properties and the discovery,
development and sale of mineral reserves.  In response to these challenges, management intends to raise
additional funds through public or private placement offerings.  These factors, among others, raise substantial doubt about the
Companys ability to continue as a going concern.  The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.  8. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS Following
is a summary of recent accounting pronouncements issued by the Financial
Accounting Standards Board (FASB) mostly as Statements of Financial Accounting
Standards (SFAS).  (i) In
May 2008, FASB issued SAFS No. 163 relating to reporting by insurance
enterprises. (ii) In
May 2008, FASB issued Statement No. 162 dealing with sources for accounting
principals for entities preparing financial statements in conformity with
GAAP. (iii) In
March 2008, FASB amended FASB Statement No. 133 by issuing SFAS No. 161.
 SFAS No. 161 deals with derivatives and hedging activities. (iv) In
December 2007 FASB amended issued SFAS No. 160 dealing with non-controlling
interests in consolidated financial statements.  None
of the above pronouncements have any effect on the Companys financial reporting
at this time.      Uranium
Plus Resource Corporation (An
Exploration Stage Company) Notes to Financial
Statements For
the Period from January 23, 2007 (Inception) to December 31, 2008   9. PROVISION FOR INCOME TAXES  The Company recognizes the tax effects of transactions in the year
in which such transactions enter into the determination of net income,
regardless of when reported for tax purposes. Deferred taxes are provided in the
financial statements under SFAS No. 109 to give effect to the resulting
temporary differences which may arise from differences in the bases of fixed
assets, depreciation methods, allowances, and start-up costs based on the income
taxes expected to be payable in future years. Minimal exploration stage deferred
tax assets arising as a result of net operating loss carryforwards have been
offset completely by a valuation allowance due to the uncertainty of their
utilization in future periods. Operating loss carryforwards generated during the
period from January 23, 2007 (date of inception) through December 31, 2008 of
approximately $176,268 will begin to expire in 2028. Accordingly, deferred tax
assets of $61,694 were offset by the valuation allowance in the same amount. The
company adopted the provisions of FASB Interpretation No. 48 Accounting for
Uncertainty in Income Taxes, on January 1, 2007.  As a result of the
implementation of Interpretation 48, the Company recognized no increase in the
liability for unrecognized tax benefits.  The
Company has no tax positions at December 31, 2008 and 2007 for which the
ultimate deductibility is highly certain but for which there is uncertainty
about the timing of such deductibility. The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  During the years
ended December 31, 2008 and 2007, the Company recognized no interest and
penalties. The Company had no accruals for interest and penalties at December
31, 2008, and 2007.


ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE  Not
applicable.   ITEM 9A [T] CONTROLS AND PROCEDURES  Evaluation of Our Disclosure Controls and Internal
Controls  Under
the supervision and with the participation of senior management, including the
Companys Chief Executive Officer and principal financial officer, Mr. James
Graham, the management conducted an evaluation of the effectiveness of the
design and operation of the Companys  disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the Exchange Act), as of the end of the period covered by
this annual report (the Evaluation Date).  Based on this evaluation, the
 Chief Executive Officer and Chief Financial Officer concluded as of the
Evaluation Date that the  disclosure controls and procedures were effective
such that the information relating to the Company  including its
 consolidated subsidiaries, required to be disclosed in its
 Securities and Exchange Commission (SEC) reports (i) is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms, and (ii) is accumulated and communicated to management,
including the Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.  Managements Annual Report on Internal Control over Financial
Reporting  The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting.  The internal control
process has been designed, under managements supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Companys financial statements for external reporting purposes in
accordance with the accounting principles generally accepted in the United
States of America.  Management conducted an assessment of the effectiveness of the
Companys internal control over financial reporting as of December 31, 2008,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v) monitoring.  Based
on this assessment, management has determined that the Companys internal
control over financial reporting as of December 31, 2008 was effective.  The
Companys internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with accounting principles generally accepted in the United States.
 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance of
achieving their control objectives.  In evaluating the effectiveness of the
Companys internal control over financial reporting, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control  Integrated Framework.





This annual report does not include an attestation report of the
Companys registered public accounting firm regarding internal control over
financial reporting.  Managements report was not subject to attestation by
its registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this annual report.  Officers Certifications  Appearing as exhibits to this Annual Report are Certifications
of the Companys Chief Executive Officer and Chief Financial Officer.  The
Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (the Section 302 Certifications).  This section of the Annual Report
contains information concerning the Controls Evaluation referred to in the
Section 302 Certification.  This information should be read in conjunction
with the Section 302 Certifications for a more complete understanding of the
topics presented.  Changes in Internal Control over Financial Reporting  There
have been no changes in the Companys internal control over financial reporting
that occurred during the quarter ended December 31, 2008 that have materially
affected or are reasonably likely to materially affect theinternal control over financial reporting.   ITEM 9B OTHER INFORMATION  Not
applicable.       PART
III   ITEM 10 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE  Executive Officers, Directors and Key Employees  Directors serve until the next annual meeting of the stockholders;
until their successors are elected or appointed and qualified, or until their
prior resignation or removal.  Officers serve for such terms as determined
by the board of directors.  Each officer holds office until such officers
successor is elected or appointed and qualified or until such officers earlier
resignation or removal.  The
following table sets forth certain information, as of February 16, 2009, with
respect to the directors and executive officers.  Name
Positions Held
AgeJames Graham
CEO, Director
59





Mr. Graham has held the positions of CEO and a director since
April 28, 2008.  He is expected to hold said offices/positions until the
next annual meeting of our stockholders.  On
January 6, 2009 the Company accepted the resignation of Mr. Scott Houghton as a
Director of the Company, effective that date.  Certain
biographical information of our directors and officers is set forth below.  Mr.
Graham has acted as President and CEO of a number of successful corporations
including start-up companies. Since 2006, Mr. Graham has also developed global
business plans and marketing strategies in addition to drafting and negotiating
international management and distribution agreements. In 2000, Mr. Graham co-founded
CyberBroadcastOne Inc., an interactive broadcast company based on the foundation
of education, entertainment and commerce.  Mr. Graham served as the
President and CEO through 2006.  From 1993 to 2007, he served as a member
of the Board of Directors of Kodiak Oil and Gas, an emerging oil and gas company
with its head office in Denver, Colorado and operations throughout America.
 The Companys shares were traded on the Venture Stock Exchange (TSX) until
2007 and are now listed on the American Stock Exchange (AMX) under the symbol
KOG.  In 1998, Mr. Graham co-founded Pyrotech International Ltd.,
Singapore, a corporation committed to the development of a revolutionary fire
fighting gel recognized globally under the brand name Barricade.  Mr.
Graham served as CEO from 1998 to 2000.  Previously, Mr. Graham co-founded and was the President of
Tri-Pacific Resources Corporation, Hong Kong, a technology based corporation
specializing in onboard power supply and energy management systems.  He
also served as President of Hunter Douglas Canada, Inc., the worlds largest
vertically integrated supplier of aluminum and home fashions products to the
international market.  Hunter Douglas acquired the HJ Graham Company Ltd.
in 1989 which was previously founded and headed by Mr. Graham until the
acquisition.  Mr. Graham also served on the Board of Directors of Bradbury
International, Ltd., a diversified Canadian financial investment corporation,
trading on the Vancouver Stock, Exchange.  Term
of Office  Companydirectors are elected
for one-year terms, to hold office until the next annual general meeting of the
shareholders, or until removed from office in accordance with thebylaws of the Company.  Officers are
appointed by the board of directors and hold office until removed by the
board.  Significant Employees  The
Company has no significant employees other than the officers and directors
described above.  Employment Agreements  The
Company currently has no employment agreements in place.





Audit Committee  The
Company does not currently have a standing audit committee, an audit committee
financial expert, or any committee or person performing a similar function.
 The Corporation haslimited working
capital and no revenues.  Management does not believe that it would be in
the best interest ofthe Company, at this time to retain independent directors to
sit on an audit committee.  When appropriate, the Company will retain
independent directors and form an audit, compensation committee and other
applicable committees.  Board of Directors  The
Companys sole director is also itsonlycorporate officer and the
Company does nothave an independent
director at this time.  Directors are reimbursed for expenses, if any, for
attendance at meetings of the Board of Directors.  TheBoard of Directors may designate from among its
members an executive committee and one or more other committees but has not done
so to date.  The Company does not have a nominating committee or a
nominating committee charter.  Further, the Company does not have a policy
with regard to the consideration of any director candidates recommended by
security holders.  To date this has not been a problem as no security
holders have made any such recommendations.  Directors perform all functions that would otherwise be
performed by committees.  Given the present size of theboard it is not practical forthe Company to have such committees.  The
Company plans to expand the Board of Directors at the first opportunity    Compliance with Section 16(a) of the Exchange Act  The
Companys common stock is not registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the Exchange Act).
 Accordingly, officers, directors and principal shareholders are not
subject to the beneficial ownership reporting requirements of Section 16(a) of
the Exchange Act.  Code
of Ethics  As of
December 31, 2008, the Company has not yet adopted a Code of Ethics.   ITEM 11 EXECUTIVE COMPENSATION  (a) No
officer or director of the Company is receiving remuneration at this time.  (b)
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors, or employees of the corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the corporation or any of its subsidiaries.  (c) No
remuneration is proposed to be paid in the future directly or indirectly by the
corporation to any officer or director under any plan which presently
exists.  Director Compensation





Members of the Companys Board of Directors do not receive
compensation, as such, at this time, but are paid consulting fees for specific
services as incurred.  Stock Option Grants  As of
the date of this Report, the Company has not granted any stock options  Employment Agreements  The
Companydoes not have an employment or
consultant agreement in place at this time.  Indemnification  Under
thebylaws of the Company, it may indemnify
an officer or director who is made a party to any proceeding, including a
lawsuit, because of his position, if he acted in good faith and in a manner he
reasonably believed to be in the Companys best interest.  The Company may
advance expenses incurred in defending a proceeding.  To the extent that
the officer or director is successful on the merits in a proceeding as to which
he is to be indemnified, we must indemnify him against all expenses incurred,
including attorneys fees.  With respect to a derivative action, indemnity
may be made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order.  The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.  Regarding indemnification for liabilities arising under the
Securities Act, which may be permitted to directors or officers under Nevada
law, the Company is informed that, in the opinion of the Securities and Exchange
Commission, indemnification is against public policy, as expressed in the Act
and is, therefore, unenforceable.   ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS  The
following table sets forth, as of December 31, 2008, the beneficial ownership of
the Companys common stock by each of itsofficers and directors, by each person known by the Company to
beneficially own more than 5% of  common stock and by  officers and
directors as a group.  Except as otherwise indicated, all shares are owned
directly and the percentage shown is based on 12,988,000 shares of common stock
issued and outstanding on December 31, 2008.





Name and
Address of Beneficial Owner
Number of
Shares of Common Stock
Percentage
Ownership of Common StockScott
Houghton
1525 Yew
Street
Vancouver,
B.C.
Canada, V6J
3E5
5,880,000
45.3%Korina
Houghton
804  1238
Melville Street
Vancouver,
BC
Canada V6E
4N2
2,900,000
22.3%James
Graham
Suite 107 
17624 15th Ave.
Mill Creek, WA
98012
CEO,
Director
0
0%Officers and
Directors as a Group (1)
0
0%  Securities Authorized
for Issuance under Equity Compensation Plans  The Company has not
adopted any equity compensation plans since our inception.   ITEM
13 CERTAIN
RELATIONSHIP AND RELATED TRANSACTIONS, ANDDIRECTOR
INDEPENDENCE  Other
than as set forth in this section, none of the following parties has, since
thedate of incorporation, any material
interest, direct or indirect, in any transaction with the Company or in any
presently proposed transaction that has or will materially affect the
Company:  *
   Director or Officer; *
   Any person proposed as a nominee for election as a
director; *   Any person who beneficially owns, directly or
indirectly, shares carrying more than 10% of the voting rights attached to our
outstanding shares of common stock; *
   Any promoters; *   Any relative or spouse of any of the foregoing
persons who has the same house as such   person.





ITEM
14 PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Audit
Fees  The aggregate fees
billed to the Company by itsprincipal
accountant for services rendered during the fiscal year ended December 31, 2008
and 2007 is set forth in the table below:  Fee
Category
Fiscal year
ended
December 31,
2008
Fiscal year
ended December 31, 2007Audit fees
(1)
$11,000
$12,000Audit-related
fees (2)
0
0Tax fees
(3)
0
0All other fees
(4)
0
0Total
fees
$11,000
$12,000  (1)
Audit fees consist of fees incurred for professional services rendered for the
audit of our financial statements, for reviews of the  interim financial
statements included in the Companys quarterly reports on Form 10-Q and for
services that are normally provided in connection with statutory or regulatory
filings or engagements.  (2)
Audit-related fees consist of fees billed for professional services that are
reasonably related to the performance of the audit or review of the Companys
consolidated financial statements, but are not reported under Audit fees.  (3) Tax
fees consist of fees billed for professional services relating to tax
compliance, tax planning, and tax advice.  (4) All
other fees consist of fees billed for all other services.  Audit Committees
Pre-Approval Practice  The
Company does not have an audit committee at this time.Theboard of directors currently performs the function of an audit committee.
 Section 10A (i) of the Securities Exchange Act of 1934, as amended,
prohibits the Companys auditors from performing audit services for the Company
as well as any services not considered to be audit services unless such services
are pre-approved by the audit committee or, in cases where no such committee
exists, by the board of directors (in lieu of an audit committee) or unless the
services meet certain de minimis standards.





PART
IV   ITEM
15 EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES  Exhibits  The following
exhibits are included as part of this report:  Exhibit
No.

Description3.1

Articles of
Incorporation of Registrant (1)3.2

By-Laws of
Registrant (1)3.3

Amendment to
Bylaws(1)31.1

Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer32.1

Rule 1350
Certification of Chief Executive and Financial
Officer  Filed
with the Securities and Exchange Commission on June 29, 2007, as an exhibit,
numbered as indicated above, to the Registrants registration statement on the
Registrants Registration Statement on Form SB-2 (file no. 333-144226), which
exhibit is incorporated herein by reference.





SIGNATURES   Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.  Date:
 March 31, 2009 URANIUM
PLUS RESOURCE CORPORATION  By:/s/
James Graham Name: James
Graham Title: Chief
Executive Officer   Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated. Signature
Title
Date/s/
James Graham
_______
James
Graham
Chief Executive
Officer, Principal Financial Officer and member of the Board of
Directors
March 31,
2009