---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT

For the transition period

Commission file number 333-113270

MIDWEST URANIUM CORPORATION(Exact name of registrant as specified in its charter)

|Nevada                                                               | 36-4536633                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

Suite 29 - 303 La Ronge Avenue La
Ronge, Saskatchewan S0J 1L0(Address of principal executive
offices)

800.293.3312(Issuer's telephone number)

Lutcam, Inc.Suite 1680  200 Burrard Street,
Vancouver, British Columbia Canada V6C 3L2(Former name, former address and former fiscal year, if changed since last
  report)

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 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 whether the registrant is a shell company
(as defined in rule 12b-2 of the Exchange Act). Yes [X]   No
[   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

There were 39,848,000 shares of common stock issued and
outstanding as of November 6, 2007.

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

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- 2 -

INDEX

|               |                                                                                                                      | **Page**
|-------------- | -------------------------------------------------------------------------------------------------------------------- | --------
|               |                                                                                                                      |         
|PART
      I.  | FINANCIAL
      INFORMATION                                                                                          | 3       
|               |                                                                                                                      |         
|ITEM
      1.  | Financial
      Statements                                                                                           | 4       
|               |                                                                                                                      |         
|               | Balance Sheets as at September 30, 2007 with comparative
      figures as at December 31, 2006                       | 5       
|               |                                                                                                                      |         
|               | Statement of Operations For the three and nine months ended
      September 30, 2007and 2006                         | 6       
|               |                                                                                                                      |         
|               | Statement of Cash Flows For the three and nine months ended
      September 30, 2007 and 2006                        | 7       
|               |                                                                                                                      |         
|               | Statement
      of Stockholders Equity For the period July 30, 2003 (date of inception)
      to September 30, 2007 | 8       
|               |                                                                                                                      |         
|               | Notes
      to the Financial Statements.                                                                             | 9       
|               |                                                                                                                      |         
|ITEM
      2.  | Managements
      Discussion and Analysis or Plan of Operation                                                      | 15      
|               |                                                                                                                      |         
|ITEM
      3.  | Controls
      and Procedures                                                                                        | 22      
|               |                                                                                                                      |         
|PART
      II. | OTHER
      INFORMATION                                                                                              | 22      
|               |                                                                                                                      |         
|ITEM
      1.  | Legal
      Proceedings                                                                                              | 22      
|               |                                                                                                                      |         
|ITEM
      2.  | Unregistered
      Sales of Equity Securities and Use of Proceeds                                                    | 22      
|               |                                                                                                                      |         
|ITEM
      3.  | Defaults
      Upon Senior Securities                                                                                | 22      
|               |                                                                                                                      |         
|ITEM
      4.  | Submission
      of Matters to a Vote of Security Holders                                                            | 22      
|               |                                                                                                                      |         
|ITEM
      5.  | Other
      Information                                                                                              | 22      
|               |                                                                                                                      |         
|ITEM
      6.  | Exhibits                                                                                                             | 23      
|               |                                                                                                                      |         
|               | SIGNATURES                                                                                                           | 24      

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- 3 -

PART 1  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Midwest Uranium Corporation
  (formerly Lutcam, Inc.) at September 30, 2007 and the statement of operations
  and statement of cash flow for the three and nine months ended September 30,
  2007 and 2006 have been prepared by our management in conformity with United
  States accounting principles generally accepted.

It is the opinion of management that the financial statements
  for the quarter ended September 30, 2007 include all adjustments necessary in
  order to ensure that the financial statements are not misleading.

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- 4 -











MIDWEST URANIUM CORPORATION (formerly Lutcam, Inc.)
(An Exploration Stage Company)

FINANCIAL STATEMENTS

September 30, 2007

(Unaudited)

(Stated in US Dollars)

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- 5 -

MIDWEST URANIUM CORPORATION (formerly Lutcam, Inc.)
(An Exploration Stage Company)BALANCE SHEETS

(Stated in US Dollars)

|                                                               |   | September 30, |   |   | December 31, |  
|-------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                               |   | 2007          |   |   | 2006         |  
|                                                               |   | (Unaudited)   |   |   |              |  
|ASSETS                                                         |   |               |   |   |              |  
|Current                                                        |   |               |   |   |              |  
|Cash                                                           | $ | 255,832       |   | $ | 28,967       |  
|                                                               | $ | 255,832       |   | $ | 28,967       |  
|                                                               |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|LIABILITIES                                                    |   |               |   |   |              |  
|Current                                                        |   |               |   |   |              |  
|Accounts payable and accrued liabilities                       | $ | 24,061        |   | $ | 5,610        |  
|Share repurchase payable - Note 3                              |   | 200,000       |   |   | -            |  
|Loans payable  Note 4                                         |   | 331,336       |   |   | 11,480       |  
|                                                               |   | 555,397       |   |   | 17,090       |  
|                                                               |   |               |   |   |              |  
|STOCKHOLDERS (DEFICIENCY) EQUITY                              |   |               |   |   |              |  
|Common stock - $0.001 par value  Note 3                       |   |               |   |   |              |  
|5,100,000,000(5,100,000,000 -2006) shares authorized           |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|Preferred stock - $0.001 par value  Note 3                    |   |               |   |   |              |  
|100,000,000 (0 -2006) share authorized                         |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|39,848,000
      (209,848,000  2006) common shares issued and |   |               |   |   |              |  
|outstanding                                                    |   | 39,848        |   |   | 209,848      |  
|Additional paid-in capital                                     |   | (162,989      | ) |   | (155,548     | )
|Accumulated deficit during the Development stage               |   | (176,424      | ) |   | (42,423      | )
|                                                               |   | (299,565      | ) |   | 11,877       |  
|                                                               |   |               |   |   |              |  
|                                                               | $ | 255,832       |   | $ | 28,967       |  

The accompanying notes are an integral part of these unaudited
financial statements

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- 6 -

MIDWEST URANIUM CORPORATION (formerly Lutcam, Inc.)
(An Exploration Stage Company)STATEMENT OF OPERATIONS(Unaudited) Stated in U.S. Dollars

CumulativeTHREE MONTHS ENDED
      
      
      NINE MONTHS ENDED
      
      
      FromSEPTEMBER 30
      
      
      SEPTEMBER 30
      
      
      InceptionJuly 30, 20032007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      toSeptember30,2007Revenue
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -ExpensesConsulting Fees
      
      369
      
      
      -
      
      
      6,869
      
      
      -
      
      
      6,869Management fees 
      
      54,359
      
      
      -
      
      
      54,359
      
      
      -
      
      
      54,359Note 3Professional Fees
      
      32,605
      
      
      500
      
      
      59,708
      
      
      10,250
      
      
      100,758Other administrativeExpenses
      
      -
      
      
      -
      
      
      -
      
      
      10
      
      
      1,373Transfer agent fees
      
      2,289
      
      
      -
      
      
      13,065
      
      
      -
      
      
      13,06589,622
      
      
      500
      
      
      134,001
      
      
      10,260
      
      
      176,424Net Loss
      $
      (89,622
      )
      $
      (500
      )
      $
      (134,001
      )
      $
      (10,260
      )
      $
      (176,424
      )Basic and DilutedLoss per Common Share
      $
      (0.000
      )
      $
      (0.000
      )
      $
      (0.000
      )
      $
      (0.000
      )Weighted averagenumber of Common
      
      123,000,174
      
      
      170,000,000
      
      
      180,580,601
      
      
      170,000,000Shares outstanding Basic and diluted


The accompanying notes are an integral part of these unaudited
financial statements

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- 7 -

MIDWEST URANIUM CORPORATION (formerly Lutcam, Inc.)
(An Exploration Stage Company)STATEMENT OF CASH FLOWS(Unaudited) Stated in U.S. Dollars

From theperiod ofInception, fromJuly 30, 2003,For the Three Months
      
      
      For the Nine Months
      
      
      throughEnded September 30
      
      
      Ended September 30
      
      
      September 30,2007
      
      
      2006
      
      
      2007
      
      
      2006
      
      
      2007Cash flows from(used in) operatingactivities:Net loss
      $
      (89,622
      )
      $
      (500
      )
      $
      (134,001
      )
      $
      (10,260
      )
      $
      (176,424
      )Adjustments to
        reconcile net loss tonet cash from operating activities:Stock based compensation
         Note 3
      
      22,559
      
      
      -
      
      
      22,559
      
      
      -
      
      
      22,559Changes in operating
        assets andliabilities:Accounts
        payable andAccrued liabilities
      
      11,848
      
      
      500
      
      
      18,451
      
      
      500
      
      
      24,061Net cash (used
        in) operatingActivities
      
      (55,215
      )
      
      -
      
      
      (92,991
      )
      
      (9,760
      )
      
      (129,804
      )Cash flows from(used in) financingactivities:Common stock issued
        for cash
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      54,300Loans payable  Note 6
      
      309,856
      
      
      -
      
      
      319,856
      
      
      7,990
      
      
      331,336Net cash (used in) provided byfinancing activities
      
      309,856
      
      
      -
      
      
      319,856
      
      
      7,990
      
      
      385,636Net increase (decrease) in cash
      
      254,641
      
      
      (500
      )
      
      226,865
      
      
      (1,770
      )
      
      255,832Cash, beginning of the period
      
      1,191
      
      
      693
      
      
      28,967
      
      
      2,193
      
      
      -Cash, end of the period
      $
      255,832
      
      $
      193
      
      $
      255,832
      
      $
      423
      
      $
      255,832Supplemental disclosure of cash flowinformation:Cash paid for:Interest
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Income taxes
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -


The accompanying notes are an integral part of these unaudited
financial statements

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- 8 -

MIDWEST URANIUM CORPORATION 
  (formerly Lutcam,
Inc.) (An Exploration Stage Company)STATEMENT OF STOCKHOLDERS
EQUITYFor the period July 30, 2003 (date of inception) to September
30, 2007 (Unaudited) (Stated in US Dollars)

DeficitAccumulated
    
    
    TotalCapital in
    
    
    During the
    
    
    ShareholdersCommon
    
    
    
    
    
    Excess of
    
    
    Development
    
    
    EquityShares
    
    
    Par Value
    
    
    Par Value
    
    
    Stage
    
    
    (Deficit)Common stock issued for cash:at initial capitalization  at$0.000147 per share October
      3,2003
    
    170,000,000
    
    $
    170,000
    
    $
    (145,000
    )
    
    -
    
    
    25,000Net loss for period July 30,2003to December 31, 2003
    
    -
    
    
    -
    
    
    -
    
    
    (13,180
    )
    
    (13,180
    )Balance, December 31, 2003
    
    170,000,000
    
    $
    170,000
    
    $
    (145,000
    )
    $
    (13,180
    )
    $
    11,820Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    (14,137
    )
    
    (14,137
    )Balance, December 31, 2004
    
    170,000,000
    
    $
    170,000
    
    $
    (145,000
    )
    $
    (27,317
    )
    $
    (2,317
    )Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    (3,090
    )
    
    (3,090
    )Balance, December 31, 2005
    
    170,000,000
    
    $
    170,000
    
    $
    (145,000
    )
    $
    (30,407
    )
    $
    (5,407
    )Common stock issued for cash:at $0.000735 per share December 4, 2006
    
    39,848,000
    
    
    39,848
    
    
    (10,548
    )
    
    -
    
    
    29,300Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    (12,016
    )
    
    (12,016
    )Balance, December 31, 2006
    
    209,848,000
    
    $
    209,848
    
    $
    (155,548
    )
    $
    (42,423
    )
    $
    11,877Returned to Treasury August 16, 2007
    
    (170,000,00
    )
    
    (170,000
    )
    
    (30,000
    )
    
    -
    
    
    (200,000
    )Stock based compensation
    
    -
    
    
    -
    
    
    22,559
    
    
    -
    
    
    22,559Net loss for the nine monthperiod
    
    -
    
    
    -
    
    
    -
    
    
    (134,001
    )
    
    (134,001
    )Balance, September 30, 2007
    
    39,848,000
    
    $
    39,848
    
    $
    (162,989
    )
    $
    (176,424
    )
    $
    (299,565
    )


The accompanying notes are an integral part of these unaudited
financial statements

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- 9 -

MIDWEST URANIUM CORPORATION (formerly Lutcam,
Inc.) (An Exploration Stage Company)NOTES TO THE FINANCIAL
STATEMENTSSeptember 30, 2007 (Unaudited) (Stated
in US Dollars)

Note 1Interim
Financial Statements

Midwest Uranium Corporation, formerly Lutcam, Inc. (the
Company) was incorporated under the laws of the State of Nevada, USA. While
the information presented in the accompanying interim nine months financial
statements is unaudited, it includes all adjustments which are, in the opinion
of management, necessary to present fairly the financial position, results of
operations and cash flows for the interim periods presented in accordance with
the accounting principles generally accepted in the United States of America.
These interim financial statements follow the same accounting policies and
methods of their application as the Companys December 31, 2006 annual financial
statements. All adjustments are of a normal recurring nature. It is suggested
that these interim financial statements be read in conjunction with the
Companys December 31, 2006 annual financial statements.

Operating results for the nine months ended September 30, 2007
are not necessarily indicative of the results that can be expected for the year
ended December 31, 2007.

Note 2Summary of
  Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared
using the accrual basis of accounting in accordance with generally accepted
accounting principles in the United States. Because a precise determination of
many assets and liabilities is dependent upon future events, the preparation of
financial statements for a period necessarily involves the use of estimates
which have been made using careful judgment.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements, and reported amounts of revenue and expenses during the reporting
period. Actual results could differ materially from those estimates. Significant
estimates made by management are, among others, realizability of long-lived
assets, deferred taxes and stock option valuation.

The financial statements have, in managements opinion, been
properly prepared within the reasonable limits of materiality and within the
framework of the significant accounting.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 107, Disclosures About Fair Value
of Financial Instruments. SFAS No. 107 requires disclosure of fair value
information about financial instruments when it is practicable to estimate that
value. The carrying amounts of the Companys financial instruments as of
September 30, 2007 and December 31, 2006 approximate their respective fair
values because of the short-term nature of these instruments. Such instruments
consist of cash, accounts payable and accrued expenses. The fair value of
related party payables is not determinable.

Income Taxes

The Company utilizes SFAS No. 109, Accounting for Income
Taxes, which requires the recognition of deferred

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- 10 -

tax assets and liabilities for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax assets and liabilities are
determined based on the difference between the tax basis of assets and
liabilities and their financial reporting amounts based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company generated deferred tax credit through a net operating loss carry
forward. However, a valuation allowance of 100% has been established, as the
realization of the deferred tax credits is not reasonably certain, based on
going concern considerations outlined as follows.

Exploration Stage Company

The Company is considered a exploration-stage company, with
limited operating revenues during the periods presented, as defined by Statement
of Financial Accounting Standards (SFAS) No. 7. SFAS. No. 7 requires companies
to report their operations, shareholders deficit and cash flows since inception
through the date that revenues are generated from managements intended
operations, among other things. Management has defined inception as July 30,
2003. Since inception, the Company has incurred operating losses totaling
$176,424. The Companys working capital has been generated through the sales of
common stock and demand loans. Management has provided financial data since July
30, 2003, Inception in the financial statements, as a means to provide readers
of the Companys financial information to make informed investment decisions.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with SFAS 128,
Earnings Per Share for the period presented. Basic net loss per share is based
upon the weighted average number of common shares outstanding. Diluted net loss
per share is based on the assumption that all dilative convertible shares and
stock options were converted or exercised. Dilution is computed by applying the
treasury stock method. Under this method, options and warrants are assumed
exercised at the beginning of the period (or at the time of issuance, if later),
and as if funds obtained thereby we used to purchase common stock at the average
market price during the period.

The Company has no potentially dilutive securities outstanding
as of September 30, 2007 and 2006.

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
nine months ended September 30, 2007 and 2006:

2007
    
    
    2006Numerator:Basic and diluted net loss
      per shareNet Loss:
    $
    (134,001
    )
    $
    (10,260
    )DenominatorBasic and diluted weighted averagenumber of shares outstanding:
    
    180,580,601
    
    
    170,000,000Basic and Diluted Net Loss
      Per Share
    $
    (0.000
    )
    $
    (0.000
    )


Foreign Currency Translation

The financial statements are presented in United States dollars
unless otherwise noted. In accordance with Statement of Financial Accounting
Standards No. 52, Foreign Currency Translation, foreign denominated monetary
assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Revenue and expenses are translated at average rates of exchange during
the year. Gains or losses resulting from foreign currency transactions are
included in results of operations.

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- 11 -

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R
establishes standards for the accounting for transactions in which an entity
exchanges its equity instruments for goods or services. It also addresses
transactions in which an entity incurs liabilities in exchange for goods or
services that are based on the fair value of the entitys equity instruments or
that may be settled by the issuance of those equity instruments. SFAS No. 123R
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. SFAS No. 123R requires
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Public entities that file
as small business issuers will be required to apply SFAS No. 123R in the first
interim or annual reporting period that begins after December 15, 2005.
Management has adopted this standard since inception.

In March 2005, the SEC staff issued Staff Accounting Bulletin
(SAB) No. 107,Share-Based Payment, to give guidance on the
implementation of SFAS No. 123R. Management will consider SAB No. 107 during the
implementation of SFAS No. 123R.

Nature and continuance of operations

The Company was incorporated under the laws of the State of
Nevada, USA during July 2003. The Company is a public company whose common
shares are quoted on the United States Over-the-Counter Bulletin Board.

During July 2003, the Company entered into a distribution
agreement with Thruflow, Inc. to distribute interlocking deck products bearing
the ThruFlow Interlocking trademark on an exclusive basis throughout selected
territories in the United States. During February 2004, the Company and Thruflow
revised the terms, territories and commencement period of the distribution
agreement. The revised distribution agreement with Thruflow allowed the Company
to distribute interlocking deck products on an exclusive basis in the states of
Michigan, Ohio, Pennsylvania and New York. The Company was also granted
non-exclusive distribution rights in Canada and the states of Indiana, Illinois,
Iowa and Wisconsin. The agreement was for a period of ten years (initial term)
and was renewable for an additional ten-year term at the sole discretion of
Thruflow. The agreement required the Company to maintain annual sales growth of
at least 15%, as well as, provide various monthly and annual sales reports. On
July 19, 2007, the Companys distribution agreement with Thruflow Interlocking
Panels (formerly Otron Tech Inc.) was terminated. The Company did not incur any
significant expenses in the development of this business and is now pursuing
opportunities in the resource industry.

These financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going concern,
which assumes that the Company will be able to meet its obligations and continue
its operations for its next twelve months. Realization values may be
substantially different from carrying values as shown and these financial
statements do not give effect to adjustments that would be necessary to the
carrying values and classification of assets and liabilities should the Company
be unable to continue as a going concern. At September 30, 2007, the Company had
not yet achieved profitable operations, has accumulated losses of $176,424 since
its inception, has a working capital deficiency of $299,565 and expects to incur
further losses in the development of its business, all of which casts
substantial doubt about the Companys ability to continue as a going concern.
The Companys ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management has no formal plan in place
to address this concern but considers that the Company will be able to obtain
additional funds by equity financing and/or related party advances; however
there is no assurance of additional funding being available.

Note 3Capital
Stock

a)      Authorized and issued
common shares

The authorized share capital consists of 5,100,000,000
post-split common shares with a par value of $0.001.

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- 12 -

On August 16, 2007, the Company agreed to purchase 170,000,000
post-split common shares for $200,000 from one shareholder. These shares were
returned to treasury during the quarter and the purchase price has been accrued
at September 30, 2007 and was paid subsequently.

b)      Authorized preferred
shares

On August 21, 2007 the board of directors unanimously ratified
and approved an amendment to the Companys articles to allow it to create
100,000,000 preferred shares with a par value of $0.001. Pursuant to Letters of
Intent signed September 26, 2007 with Thunder Sword Resources Inc. and 101073532
Saskatchewan Co., and subject to carrying out a due diligence examination, the
Companys intention is to acquire a 75% working interest in 40,398 hectares of
mineral claims and up to 49% working interest in 34,374 hectares of mineral
claims in the Athabasca Basin in Saskatchewan, Canada by issuing 60,000,000
preferred shares with an agreed issue price of $0.08 per share. The interest in
the 34,374 hectare mineral claim block may be increased to a 75% interest
subject to the performance of Tribune Resources Corp. which has an option to
acquire a 51% interest in such claims upon its completion of a $3,000,000
expenditure program by October 1, 2008. The preferred shares shall be voting and
convertible into common shares of the company on a one for one basis. In
addition to the issuance of the preferred shares, the Company has agreed to pay
to 101073531 Saskatchewan Co. a property acquisition fee of $300,000 and agreed
to expend a minimum of $2 million on the claims in 2008 and an additional $2
million in 2009, as directed by the board of directors of our company and
101073531 Saskatchewan Co.

c)      Name change and forward
stock split

Effective August 30, 2007 the Company changed its name to
Midwest Uranium Corporation to better reflect the direction and business of the
company.

On August 27, 2007, the Company completed a forward stock split
of its issued and outstanding common shares on a 68 to 1 basis, increasing the
authorized number of shares from 75,000,000 with a par value of $0.001 to
5,100,000,000 with a par value of $0.001. All common stock and per share amounts
referred to in these financial statements have been adjusted to reflect the
stock split.

d)      Stock options

On July 25, 2007, the Company adopted a Stock Option Plan
pursuant to which it can grant stock options to purchase an aggregate of
3,800,000 shares of common stock to eligible employees, directors, officers and
consultants. Under the plan, eligible employees, consultants, and such other
persons, other than directors subject to tax in the United States who are not
eligible employees, may receive awards of "non-qualified stock options". Also
under the plan, individuals who, at the time of the option grant, are employees
of the Company or any related company, as defined in the plan, who are subject
to tax in the United States, may receive "incentive stock options", and stock
options granted to non-US residents may receive awards of "options". The purpose
of the plan is to retain the services of valued key employees, directors,
officers and consultants and to encourage such persons with an increased
incentive to make contributions to the Company.

Compensation costs attributable to share options granted to
employees, directors or consultants is measured at fair value at the grant date
and expensed with a corresponding increase to paid up capital over the vesting
period. Upon exercise of the stock options, consideration paid by the option
holder together with the amount previously recognized in additional paid up
capital is recorded as an increase to share capital.

The following table summarizes share option transactions during
the period:

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- 13 -

Number of
    Weighted
    WeightedOptions
    Average Exercise
    AveragePrice
    Remaining Lifein YearsBalance December, 31, 2006
    -
    -
    -Granted
    550,000
    US$0.36Balance September 30, 2007
    550,000
    US$0.36
    4.27


Granting of Stock Options

The options are subject to vesting provisions as set forth in
the stock option agreements dated July 24, 2007. Vesting is provided at the
discretion of the directors and once vested options are exercisable at any time.

On July 25, 2007, the Company granted the following stock
options:

Number of StockName
    Options
    Exercise Price
    Expiry DateDrew Bonnell
    200,000
    US$0.25
    July 24, 2012Drew Bonnell
    250,000
    US$0.50
    July 24, 2012Bill Dynes
    100,000
    US$0.25
    July 24, 2009Total
    550,000


The 200,000 options above, granted to Drew Bonnell vest as
follows: 100,000 vested immediately at date of grant, July 24, 2007; 100,000
vest on January 24, 2008.

The 250,000 options above granted to Drew Bonnell vest as
follows: 125,000 vest on July 24, 2008; 125,000 on January 24, 2009.

The 100,000 options above, granted to Bill Dynes, vest as
follows: 25,000 vested immediately at date of grant, July 24, 2007; 25,000 on
January, 24, 2008; 25,000 on July 24, 2008; and 25,000 on January 24, 2009.

Of the 550,000 stock options granted, 125,000 were vested in
the current quarter. The fair value of all granted options was $93,954 and
$22,559 was recorded as management fees for the vested options during the
quarter ended September 30, 2007. As of September 30, 2007, the total
compensation expense related to non-vested awards to be recognized in future
periods is $71,395. This expense will be recognized ratably as the stock options
vest. The intrinsic value of the stock options at September 30, 2007 was
$20,231.

Fair value of stock options

The fair value of each option granted is estimated on the date
of grant using the Black-Scholes option pricing model with the following
weighted average assumptions:

2007
    2006Risk free rate
    4.74% - 4.80%
    -Expected life
    2  5 years
    -Expected volatility
    100%
    -Expected dividend yield
    -
    -Weighted average of fair
      value of options granted
    $0.1708
    -


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- 14 -

Note 4Loans payable

| |                                                                 |   | September 30, |  |  | December 31, | 
| | --------------------------------------------------------------- | - | ------------- |  |  | ------------ | 
| |                                                                 |   | 2007          |  |  | 2006         | 
| | Due to former director  no terms of
      repayment            | $ | 21,336        |  |  | 11,480       | 
| | Loan payable  no terms of repayment                            |   | 10,000        |  |  | -            | 
| | Demand loan, no interest, due upon 30 days
      notice, from a |   |               |  |  |              | 
| | principal of 101073532 Saskatchewan Co., (See Note 3)           |   | 300,000       |  |  | -            | 
| |                                                                 | $ | 331,336       |  |  | 11,480       | 

Note 5Litigation

There are no significant legal proceedings against the Company
with respect to matters arising in the ordinary course of business.

Note 6Subsequent
  Events

Change in Directors and Officers

On October 15, 2007 Drew Bonnell resigned as our president, secretary,
  treasurer and a director of the Company. Bill Dynes was appointed president,
  secretary and treasurer in place of Drew Bonnell.. According to the terms of
  the Company’s Stock Option Plan, upon resignation of an optionee, unvested
  options shall terminate at the date of the resignation. As a result, the 350,000
  unvested options for Drew Bonnell have been cancelled.

On October 17, 2007 Bill Dynes resigned as our president and
  Harvey Smith was appointed President and director of the company in place of
  Bill Dynes.

Status of Letter of Intent Signed September 26, 2007

The signing of a final form Purchase Agreement on November 1,
2007 pursuant to a Letter of Intent signed September 26, 2007 between the
Company, 101073531 Saskatchewan Co and Thunder Sword Resources has been extended
until November 30, 2007 to allow management complete its due diligence
examination and to resolve associated tax and other structuring issues.

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ITEM 2.       
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements which
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Financial information contained in this quarterly report and in
our unaudited interim financial statements is stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles. The following discussion should be read in conjunction with our
unaudited interim financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this quarterly report, particularly in the section entitled "Risk Factors".

As used in this quarterly report and unless otherwise
indicated, the terms "we", "us", "our" and "Midwest" means Midwest Uranium
Corporation.

Corporate History

We were incorporated under the laws of the State of Nevada, USA
during July 2003.

Effective August 30, 2007, we changed our name from Lutcam,
Inc. to Midwest Uranium Corporation to better reflect the direction and
business of our company and we effected a sixty-eight (68) for one (1) forward
stock split of our authorized, issued and outstanding common stock.

PLAN OF OPERATION

On July 19, 2007, our distribution agreement, dated February 2,
2004, with Thruflow Interlocking Panels (formerly Otron Tech Inc.) was
terminated due to lack of sales by the former management team. As a result of
the termination and in an effort to substantiate stockholder value, our new
board and management has commenced due diligence to identify alternative
business opportunities. We are seeking suitable business entities with whom we
can effect a merger of a target business or, as an alternative, to acquire a
business unrelated to our current business. We can provide no assurance,
however, that we will be able to locate any such business opportunities.

We may seek a business opportunity with entities which have
recently commenced operations or wish to utilize the public marketplace in order
to raise additional capital in order to expand business development activities
or develop a new product or service. We may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire existing businesses
as subsidiaries. No assurances can be given that we will be successful in
locating or negotiating with any startups or find any assets to acquire.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also

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- 16 -

acquire stock or assets of an existing business. Any such
business combination or acquisition of a business opportunity may require
management of our company to sell or transfer all or a portion of the shares
they hold in our company and require such individuals to resign as members of
our board. The resulting change in control of our company could result in the
removal of one or more of our present officers and directors and a corresponding
reduction in or elimination of their participation in the future affairs of our
company.

The search for and analysis of new business opportunities will
be undertaken by our current management who are not professional business
analysts. In seeking or analyzing prospective business opportunities, our
management may utilize the services of outside consultants or advisors.

Management does not have the capacity to conduct as extensive
an investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to merge
with a target business which has one or more undiscovered shortcomings and may,
if given the choice to select among target businesses, fail to enter into an
agreement with the most investment-worthy target business. Likewise, no
assurances can be given that we will be able to enter into an agreement with a
target business.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

As a result of managements efforts, on September 26, 2007, we
entered into letters of intent with Thunder Sword Resources Inc. and 101073531
Saskatchewan Co., whereby we will acquire up to a 75% working interest in 40,398
hectares of mineral claims, and up to a 49% working interest in 34,374 hectares
of mineral claims in the Athabasca Basin in Saskatchewan, Canada. The interest
to be acquired by our company in the latter 34,374 hectare mineral claim block
may be increased to a 75% interest subject to the performance of Tribune
Resources Corp. which has an option to acquire a 51% interest in such claims
upon its completion of a $3 million expenditure program by October 1, 2008.

In addition to acquiring a majority or controlling interest in
the subject claims, it is intended that our company will assume from 101073531
Saskatchewan Co. the management and operation of the ongoing exploration
programs on the mineral claims, including the planned 4000 meter phase 1
drilling program on the area known as the Botham Lake Prospect Mobilization of
equipment and fuel for the Botham project commenced on or about October 25,
2007, but has now been delayed pending the meeting and related discussion
between the First Nations Band proximate to the Botham land area and the newly
elected Saskatchewan Provincial Government. No meeting date has yet been set. .

In consideration of the acquisition of the interest in the
74,772 hectares to be acquired from 101073531 Saskatchewan Co. under the letters
of intent, we have agreed to create and issue to 101073531 Saskatchewan Co. up
to a maximum of 60 million preferred shares with an agreed issue price of $0.08
per share. The preferred shares will be voting and convertible into common
shares of our company. If converted, the common shares issued from such
conversion will be subject to resale restrictions. The actual number of
preferred shares to be issued to 101073531 Saskatchewan Co. will ultimately
depend on the final percentage interest in the claims transferred by101073531
Saskatchewan Co. and whether or not such interest includes or excludes the 26%
interest being relinquished by Thunder Sword Resources under the letters of
intent, and the vesting of the interest held by Tribune Resources in the 34,374
hectare claim block. In addition to the issuance of the preferred shares, we
will pay to 101073531 Saskatchewan Co. a property acquisition fee of $300,000
and agree to expend a minimum of $2 million on the claims in 2008 and an
additional $2 million in 2009, as directed by the board of directors of our
company and 101073531 Saskatchewan Co.

Our company and 101073531 Saskatchewan Co. had agreed to
complete the final form of agreement as between them by November 1, 2007 and
thereafter proceed with Thunder Sword Resources towards implementing the
reorganization or combination within a 180 day period from the date of the
letter of intent. The signing of the final

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- 17 -

form Purchase Agreement on November 1, 2007 has been extended
until November 30, 2007 to allow management to resolve associated tax and other
structuring issues

As of September 30, 2007, our company had cash of $255,832 and
a working capital deficiency of $299,565. We anticipate that we will incur
approximately $300,000 during the next twelve months in connection with our
company locating, evaluating and negotiating potential business opportunities
through which to carry out an asset acquisition or business combination. We
anticipate that we will incur additional expenses if we are successful in
locating a business opportunity and enter into an agreement to acquire assets or
carry out a business combination with a suitable target company. If we acquire
assets, we will require significant funds to develop and commercialize the
products or technologies in addition to any acquisition costs that may be
incurred. It is not possible to estimate such funding requirements until such
time as we enter into a definitive agreement.

In addition to the costs set out above, we estimate our general
operating expenses for the next twelve month period to be as follows:

| | Estimated Operating Expenses For the Next Twelve Month Period |  
| | ------------------------------------------------------------- | -
| | Operating Expenses                                            |  
| | Consultant and
      Management Fee Compensation              | $
| | Professional Fees                                             |  
| | General and
      Administrative Expenses                     |  
| |                                                               | $

Employees

Currently we have no employees. We anticipate that we will be
conducting most of our business through agreements with consultants and third
parties.

Consultant Compensation

Given the early stage of our operations, we intend to continue
to outsource our professional and personnel requirements by retaining
consultants on an as-needed basis. We estimate that our consultant and related
professional compensation expenses for the next twelve month period will be
approximately $300,000.

Professional Fees

We expect to incur on-going legal, accounting and audit
expenses to comply with our reporting responsibilities as a public company under
the United States Securities Exchange Act of 1934, as amended. We estimate such
expenses for the next fiscal year to be approximately $100,000.

General and Administrative Expenses

We anticipate spending $75,000 on general and administrative
costs in the next twelve month period. These costs primarily consist of expenses
such as office supplies and office equipment.

To date, we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements. We expect this situation to continue for the foreseeable
future. We anticipate that we will have negative cash flows during the next
twelve month period.

We incurred a net loss of $89,622 for the three months ended
September 30, 2007. Net loss for the nine months ended September 30, 2007
amounted to $134,001 as compared to $10,260 for the same period ended September
30, 2006. The increase over the nine months ended September 30, 2006 relates
primarily to $6,869 in consulting fees, $31,800 in management fees, $59,708 in
professional fees, $22,559 in stock based compensation and $13,065 in transfer
agent fees associated with the re-organization of the Company. As indicated
above, we anticipate that our estimated working capital requirements and
projected operating expenses for the next twelve months will be $475,000,
excluding the costs associated with locating suitable business opportunities. As
we had a working capital deficiency of $299,565 as of September 30, 2007, we
will be required to raise additional funds through the issuance

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- 18 -

of equity securities or through debt financing in order to
carry-out our plan of operations for the next twelve month period. There can be
no assurance that we will be successful in raising the required capital or that
actual cash requirements will not exceed our estimates.

Given that we have not achieved profitable operations to date,
our cash requirements are subject to numerous contingencies and risk factors
beyond our control, including operation and acquisition risks, competition from
well-funded competitors, and our ability to manage growth. We can offer no
assurance that our company will generate cash flow sufficient to achieve
profitable operations or that our expenses will not exceed our projections. If
our expenses exceed estimates, we will require additional monies during the next
twelve months to execute our business plan.

There are no assurances that we will be able to obtain funds
required for our continued operation. There can be no assurance that additional
financing will be available to us when needed or, if available, that it can be
obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further long-term financing, successful operation or our reclaimed textiles
business or successful development of a suitable alternative business and,
finally, achieving a profitable level of operations. The issuance of additional
equity securities by us could result in a significant dilution in the equity
interests of our current stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

Future Financings

We anticipate that additional funding, when required, will be
in the form of equity financing from the sale of our common stock or through
debt financing. However, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock or
through debt financing on commercially reasonable terms to fund operations. We
do not currently have any arrangements in place for any future equity or debt
financing. Our limited operating history and our lack of significant tangible
capital assets makes it unlikely that we will be able to obtain significant debt
financing in the near future.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures of our company. Although these estimates
are based on management's knowledge of current events and actions that our
company may undertake in the future, actual results may differ from such
estimates.

Going Concern

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above, in their report on the
annual financial statements for the year ended December 31, 2006, our
independent auditors included an explanatory paragraph regarding concerns about
our ability to continue as a going concern. Our financial statements contain
additional note disclosures describing the circumstances that lead to this
disclosure by our independent auditors.

The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

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- 19 -

NEW ACCOUNTING PRONOUNCEMENTS

We have determined that there were no new accounting
pronouncements as of November 6, 2007 which have a material effect on our
company or our operations.

RISK FACTORS

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other "forward-looking
statements". Such forward-looking statements include any projections or
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other "forward-looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward-looking statements". Prospective investors should consider
carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

We are a development stage company with a limited operating
history that makes it impossible to reliably predict future growth and operating
results.

We have not been able to achieve profitable operations and
there are no assurances that we will be able to do so in the future. Potential
investors should be aware of the difficulties normally encountered by a new
enterprise and the high rate of failure of such enterprises. The potential for
future success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
development of a business in general. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and there can be
no assurance that we will generate significant operating revenues in the future
or ever achieve profitable operations.

We have no formal written agreement for a business
combination or other transaction and there can be no assurance that we will be
able to successfully identify and evaluate a suitable business opportunity.

As at the date of this report, we have no formal written
agreement with respect to acquiring a business opportunity or engaging in a
business combination with any private entity. The success of our company
following an entry into any business opportunity or business combination will
depend to a great extent on the operations, financial condition and management
of any identified business opportunity. While management intends to seek
business opportunities and/or business combinations with entities with
established operating histories, there is no assurance that we will successfully
locate business opportunities meeting such criteria. In the event that we
complete a business combination or otherwise acquire a business opportunity, the
success of our operations may be dependent upon management of the successor firm
or venture partner firm, together with a number of other factors beyond our
control.

As there are a large number of established and well-financed
entities actively seeking suitable business opportunities and business
combinations, we are at a competitive disadvantage in identifying and completing
such opportunities.

We are, and will continue to be, an insignificant participant
seeking a suitable business opportunity or business combination. A large number
of established and well-financed entities, including venture capital firms, are
active in seeking suitable business opportunities or business combinations which
may also be desirable target candidates for our company. Virtually all such
entities have significantly greater financial resources, technical expertise and

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- 20 -

managerial capabilities than our company. Consequently, we are
at a competitive disadvantage in identifying possible business opportunities and
completing a business combination. In addition, we will also compete with
numerous other small public companies seeking suitable business opportunities or
business combinations.

Upon completion of a business opportunity or combination,
there can be no assurance that we will be able to successfully manage or achieve
growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a
suitable business opportunity or business combination will be dependent upon a
number of factors including our ability to hire and train management and other
employees and the adequacy of our financial resources. There can be no assurance
that we will be able to successfully manage any business opportunity or business
combination. Failure to manage anticipated growth effectively and efficiently
could have a material adverse effect on our company.

If we complete a business opportunity or combination,
management of our company may be required to sell or transfer common shares and
resign as members of our board of directors.

A business combination or acquisition of a business opportunity
involving the issuance of our common shares may result in new shareholders
obtaining a controlling interest in our company. Any such business combination
or acquisition of a business opportunity may require management of our company
to sell or transfer all or a portion of the shares they hold in our company and
require such individuals to resign as members of our board. The resulting change
in control of our company could result in the removal of one or more of our
present officers and directors and a corresponding reduction in or elimination
of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may
be required to issue a substantial number of common shares which would dilute
the shareholdings of our current shareholders and result in a change of control
of our company.

We may pursue the acquisition of a business opportunity or a
business combination with a private company. The likely result of such a
transaction would result in our company issuing common shares to shareholders of
such private company. Issuing previously authorized and unissued common shares
in the capital of our company will reduce the percentage of common shares owned
by existing shareholders and may result in a change in the control of our
company and our management.

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently a limited market for our common stock and we
can provide no assurance to investors that a market will develop. If a market
for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may
lose all of their investment. Public announcements regarding our company,
changes in government regulations, conditions in our market segment or changes
in earnings estimates by analysts may cause the price of our common shares to
fluctuate substantially. These fluctuations may adversely affect the trading
price of our common shares.

We may be unsuccessful at identifying, acquiring and
operating suitable business opportunities and if we are unable to find, acquire
or operate a suitable opportunity for our company, we may never achieve
profitable operations.

We may not be able to find the right business opportunity for
our company to become engaged in or we may not succeed in becoming engaged in
the business opportunity we choose because we may not act fast enough or have
enough money or other attributes to attract the new business opportunity. Before
we begin to have any significant operations, we will have to become involved in
a viable business opportunity. In addition, in order to be profitable, we will
have to, among other things, hire consultants and employees, develop products
and/or services, market our products/services, ensure supply and develop a
customer base. There is no assurance that we will be able to identify,
negotiate, acquire and develop a business opportunity and we may never be
profitable.

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- 21 -

RISKS RELATED TO OUR COMMON STOCK

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commission's penny stock regulations
which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customer's
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customer's confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

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- 22 -

ITEM 3.       
CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (also
our principal executive officer) to allow for timely decisions regarding
required disclosure. In designing and evaluating our disclosure controls and
procedures, our management recognizes that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and our management is required to
apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As of September 30, 2007, the end of the third quarter covered
by this report, we carried out an evaluation, under the supervision and with the
participation of our president of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our president
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended September 30,
2007 that have materially affected or are reasonably likely to materially
affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.       
LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 2.       
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 16, 2007, we entered into a return to treasury
agreement with Svetlana Kozlovskaia whereby we purchased 170,000,000 (2,500,000
on a pre-split basis) shares from Svetlana Kozlovskaia for the sole purpose of
retiring the shares to treasury. In consideration for the shares we paid
Svetlana Kozlovskaia $200,000. On September 6, 2007, the 170,000,000 (2,500,000
on a pre-split basis) shares were returned to treasury and cancelled.

ITEM 3.       
DEFAULTS UPON SENIOR SECURITIES

None.

**ITEM
4.**        SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5       
**OTHER INFORMATION**

None.

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- 23 -

ITEM 6       
EXHIBITS

**(a)**               
 Exhibits and Index of Exhibits

|Exhibit | Description of Exhibit                                                                                                                                                                                                                                         
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                
|3.1     | Articles of
        Merger filed with the Secretary of State of State of Nevada on August
        15, 2007 and which is effective August 27, 2007(2)                                                                                                           
|3.2     | Certificate of Change filed
        with the Secretary of State of State of Nevada on August 15, 2007 and
        which is effective August 27, 2007(2)                                                                                                        
|10.1    | Form of Stock
        Option Agreement entered into with Drew Bonnell (1)                                                                                                                                                                                      
|10.2    | Form of Stock Option Agreement
        entered into with Bill Dynes (1)                                                                                                                                                                                        
|10.3    | Agreement for
        the Purchase of Common Stock (1)                                                                                                                                                                                                         
|10.4    | Letter of Intent dated September
        21, 2007 with 101073531 Saskatchewan Ltd. and Thunder Sword Resources
        Inc.(3)                                                                                                                                 
|10.5    | Second Letter
        of Intent dated September 21, 2007 with 101073531 Saskatchewan Ltd. and
        Thunder Sword Resources Inc.(3)                                                                                                                          
|31.1*   | Section 302 Certification
      Certification of Principal Financial Officer pursuant to 18 U.S.C. Section
      1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                    
|31.2*   | Section
        302 Certification Certification of Principal Executive Officer pursuant to 18 U.S.C. Section
        1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
        2002                                                        
|32.1*   | Section
        906 Certification 
        Certification of Principal Executive Officer and 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

*Filed herewith.

|(1) | Previously filed with our Current Form 8-K filed with the
      Securities and Exchange Commission as filed on July 24, 2007.            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed with our Current Report on Form 8-K
      filed with the Securities and Exchange Commission on August 30,
    2007.     
|(3) | Previously filed with our Current Report on Form 8-K
      filed with the Securities and Exchange Commission on September 25,
      2007.

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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.

MIDWEST URANIUM CORPORATION

By:         /s/ Harvey
  Smith 
                
  Harvey Smith 
                
  President and Director 
                
  (Principal Executive Officer)

Date:      November 19, 2007

By:         /s/ Bill
  Dynes
                
  Bill Dynes
                
  Secretary, Treasurer and CFO
                
  (Principal Financial Officer and Principal Accounting Officer)
  Date:     November 19, 2007



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