**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-Q**





(MARK
      ONE)





**x** **** **QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended July 31, 2008





OR





** ̈** **** **TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** **EXCHANGE
      ACT OF 1934**





For
      the
      transition period from _____ to ____





Commission
      File No. 000-52259





**CANAM
      URANIUM CORP.**





(Exact
      name of registrant as specified in its charter)





**NEVADA**
            
            **None**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)





1031
      N
      State St., Suite 108


Bellingham,
      WA 98225


(Address
      of principal executive offices, zip code)





(206)
      274-7598


(Registrant’s
      telephone number, including area code)





Crown
      Plaza Building


114
      W.
      Magnolia Street, Suite 424


Bellingham,
      Washington 98225


(Former
      name, former address and former fiscal year,


if
      changed since last report)





Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 Exchange
      Act Rule 12b-2 of the Exchange Act):    Yes  ̈  No x





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date. As of August 29, 2008 there were
      129,782,100 shares of the Registrant’s common stock, $0.001 par value per share,
      outstanding, and 100,000 shares of the Company’s Series “B” no par value
      preferred stock outstanding.




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (check one):




Large
      accelerated filer  ̈  Accelerated
      filer  ̈  Non-accelerated
      filer  ̈  Smaller
      reporting company x


(Do
      not
      check if a smaller reporting company)







**CANAM
      URANIUM CORP.**


**QUARTERLY
      REPORT ON FORM 10-Q**


**FOR
      THE PERIOD ENDED JULY 31, 2008**





**INDEX**





**Index**
            
            **Page****Part
                I.**
            **Financial
                Information**Item
                1.Financial
                Statements
            F-1Interim
                Balance Sheet as of July 31, 2008 (unaudited)
            F-2Interim
                Statements of Operations – for the three months and nine months ended July
                31, 2008 and 2007 (unaudited).
            F-3Interim
                Statement of Stockholder's Equity (unaudited)
            F-4Interim
                Statements of Cash Flows for the nine months ended July 31, 2008
                and 2007
                (unaudited)
            F-6Notes
                to Unaudited Interim Financial Statements
            F-7Item
                2.Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            15Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk.
            19Item
                4T. Controls and Procedures.
            20**Part
                II.**
            **Other
                Information**
            20Item
                1.Legal
                Proceedings
            20Item
                2.Unregistered
                Sales of Equity Securities and Use of Proceeds
            20Item
                3. Defaults Upon Senior Securities
            20Item
                4. Submission of Matters to a Vote of Security Holders
            20Item
                5. Other Information
            20Item
                6.Exhibits
            20**Signatures**
            
            21**Certifications**
            
            22







CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS




This
      report contains forward-looking statements within the meaning of Section 21E
      of
      the Securities Exchange Act of 1934, as amended, concerning plans of CanAm
      Uranium Corp., a Nevada corporation (“CanAm Uranium” or the “Company”),
      regarding its properties, operations and other matters. These statements relate
      to analyses and other information that are based on forecasts of future results,
      estimates of amounts not yet determinable and assumptions of management.
      Statements concerning reserves, if any, and mineral resource estimates may
      also
      be deemed to constitute forward-looking statements to the extent that they
      involve estimates of the mineralization that will be encountered if the property
      is developed, and in the case of mineral reserves, such statements reflect
      the
      conclusion based on certain assumptions that the mineral deposit can be
      economically exploited. Any statements that express or involve discussions
      with
      respect to predictions, expectations, beliefs, plans, projections, objectives,
      assumptions or future events or performance (often, but not always, using words
      or phrases such as “expects” or “does not expect”, “is expected”, “anticipates”
or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that
      certain actions, events or results “may”, “could”, “would”, “might” or “will” be
      taken, occur or be achieved) are not statements of historical fact and may
      be
“forward-looking statements.” Forward-looking statements are subject to a
      variety of risks and uncertainties, which could cause actual events or results
      to differ from those reflected in the forward-looking statements, including,
      without limitation:




·
            risks
                related to uranium prices and other commodity price fluctuations;




·
            risks
                related to uranium prices, gold prices and other commodity price
                fluctuations;




·
            risks
                and uncertainties relating to the interpretation of drill results,
                the
                geology, grade and continuity of mineral
                deposits;




·
            risks
                related to the inherent uncertainty of production and cost estimates
                and
                the potential for unexpected costs and
                expenses;




·
            results
                of initial feasibility, prefeasibility and feasibility studies, and
                the
                possibility that future exploration, development or mining results
                will
                not be consistent with the expectations of the
                Company;




·
            mining
                and development risks, including risks related to accidents, equipment
                breakdowns, labor disputes or other unanticipated difficulties with
                or
                interruptions in production;




·
            the
                potential for delays in exploration or development activities or
                the
                completion of feasibility studies;




·
            the
                uncertainty of profitability based upon the CanAm Uranium’s history of
                losses;




·
            risks
                related to failure to obtain adequate financing on a timely basis
                and on
                acceptable terms;




·
            risks
                related to environmental regulation and
                liability;




·
            risks
                related to hedging
                activities;




·
            political
                and regulatory risks associated with mining and exploration;
                and




·
            other
                risks and uncertainties related to the CanAm Uranium’s prospects,
                properties and business strategy.




Should
        one or more of these risks and uncertainties materialize, or should underlying
        assumptions prove incorrect, actual results may vary materially from those
        described in forward-looking statements. Forward looking statements are made
        based on management’s beliefs, estimates and opinions on the date the statements
        are made and the CanAm undertakes no obligation to update forward-looking
        statements if these beliefs, estimates and opinions or other circumstances
        should change. Investors are cautioned against attributing undue certainty
        to
        forward-looking statements.









**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS.**





**CANAM
      URANIUM CORP.**


(An
      Exploration Stage Company)





**BALANCE
      SHEETS**





July 31
              2008
            
            October 31
              2007Unaudited**CURRENT
                ASSETS**Cash
            
            $
            35
            
            $
            100,017Prepaid
                Expenses
            
            
            -
            
            
            152,443**TOTAL
                CURRENT ASSETS**
            
            
            35
            
            
            252,460**FIXED
                ASSETS**(net of depreciation)
            
            
            360
            
            
            600**RESOURCE
                PROPERTY ACQUISITION COSTS**
            
            
            1,686,530
            
            
            1,610,169**TOTAL
                ASSETS**
            
            $
            1,686,925
            
            $
            1,863,229**LIABILITIES
                AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                LIABILITIES**Accounts
                payable and accrued liabilities
            
            $
            342,323
            
            $
            443,619Due
                to related party (Note 5)
            
            
            5,720
            
            
            5,720Notes
                payable (Note 7)
            
            
            160,000
            
            
            300,000Convertible
                debentures and notes payable (Note 6)
            
            
            161,095
            
            
            357,827**TOTAL
                CURRENT LIABILITIES**
            
            
            669,138
            
            
            1,107,166**GOING
                CONCERN**(Note 1)**STOCKHOLDERS’
                DEFICIENCY**(Note
                4)Preferred
                Stock 25,000,000 authorized with no par valuePreferred
                stock issued and outstanding:100
                preferred shares
            
            
            100
            
            
            100Common
                stock, 200,000,000
                shares authorized with $0.001 par valueCommon
                stock issued andoutstanding:127,992,500
                common shares (October 31, 2007 – 83,250,000)
            
            
            127,993
            
            
            83,250Additional
                paid-in-capital
            
            
            9,453,062
            
            
            7,469,436Share
                Subscriptions (receivable)
            
            
            (508,970
            )
            
            (367,000
            )Deficit
                accumulated during exploration stage
            
            
            (8,054,398
            )
            
            (6,429,723
            )1,017,787
            
            
            756,063**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
            
            $
            1,686,925
            
            $
            1,863,229





___________________________
      Director





___________________________
      Director




The
      accompanying notes are an integral part of these Interim financial
      statements.


F-1


**CANAM
      URANIUM CORP**


(An
      Exploration Stage Company)





**INTERIM
      STATEMENTS OF OPERATIONS**


**(unaudited)**





For the three
                month period
                ended
                July 31
                2008
              
              For the three
                month period
                ended
                July 31
                2007
              
              For the nine
                month period
                ended
                July 31
                2008
              
              For the nine
                month period
                ended
                July 31
                2007
              
              June 7, 2004
                (inception)
                to July 31
                2008$
              
              $
              
              $
              
              $
              
              $**GENERAL
                  AND ADMINISTRATIVE EXPENSES**Debenture
                  financing fees
              
              
              -
              
              
              -
              
              
              -
              
              
              54,025
              
              
              54,025Debenture
                  option
              
              
              -
              
              
              -
              
              
              -
              
              
              302,673
              
              
              302,673Stock
                  option benefit
              
              
              -
              
              
              -
              
              
              -
              
              
              1,711,333
              
              
              2,234,665Mining
                  property exploration
              
              
              55,000
              
              
              352,248
              
              
              115,597
              
              
              474,698
              
              
              1,300,783Consulting
              
              
              169,500
              
              
              -
              
              
              169,500
              
              
              -
              
              
              169,500Office
                  and general
              
              
              34,228
              
              
              28,257
              
              
              41,582
              
              
              92,772
              
              
              215,426Professional
                  and consulting fees
              
              
              348,000
              
              
              568,060
              
              
              830,548
              
              
              760,361
              
              
              1,977,833Interest
                  expense
              
              
              33,273
              
              
              10,000
              
              
              131,587
              
              
              40,000
              
              
              268,565Financing
                  fees and investor relations
              
              
              7,189
              
              
              104,240
              
              
              259,309
              
              
              297,730
              
              
              924,882Regulatory
                  and filing fees
              
              
              100
              
              
              2,730
              
              
              2,222
              
              
              7,796
              
              
              20,836Travel
                  and entertainment
              
              
              -
              
              
              -
              
              
              16,196
              
              
              -
              
              
              72,371Rent
              
              
              43,500
              
              
              -
              
              
              53,675
              
              
              -
              
              
              100,577Director's
                  fees
              
              
              25,320
              
              
              -
              
              
              80,820
              
              
              49,400
              
              
              488,623716,110
              
              
              1,066,535
              
              
              1,701,036
              
              
              3,790,788
              
              
              8,130,759**NET
                  LOSS before:**
              
              
              (716,110
              )
              
              (1,066,535
              )
              
              (1,701,036
              )
              
              (3,790,788
              )
              
              (8,130,759
              )Recovery
                  on disposal of 2 mineral claims
              
              
              165,560
              
              
              -
              
              
              165,560
              
              
              -
              
              
              165,560Write
                  off of abandoned property costs
              
              
              (89,199
              )
              
              -
              
              
              (89,199
              )
              
              -
              
              
              (89,199
              )**NET
                  LOSS FOR THE PERIOD**
              
              
              (639,749
              )
              
              (1,066,535
              )
              
              (1,624,675
              )
              
              (3,790,788
              )
              
              (8,054,398
              )**BASIC
                  AND DILUTED LOSS PER COMMON SHARE**
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.04
              )**WEIGHTED
                  AVERAGE NUMBER OF COMMON****SHARES
                  OUTSTANDING**
              
              
              113,743,614
              
              
              87,820,000
              
              
              97,670,008
              
              
              87,660,000





The
      accompanying notes are an integral part of these Interim financial
      statements.


F-2


**CANAM
      URANIUM CORP.**


(An
      Exploration Stage Company)


**INTERIM
      STATEMENT OF STOCKHOLDERS’ EQUITY**


**FOR
      THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO JULY 31, 2008**


**(unaudited)**





Common
                Stock
            
            Additional
            
            Accumulated
            
            Share
              SubscriptionsNumber
                of
              shares
            
            Par Value
            
            Paid
                in
              Capital
            
            Earnings
              (Deficit)
            
            Received
                in
              Advance
            
            Subscription
              Receivable
            
            Stockholders’
              Equity$
            
            $
            
            $
            
            $
            
            
            
            $Balance
                at InceptionJune
                7, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Capital
                issued for Cash
            
            
            72,320,000
            
            
            72,320
            
            
            (50,020
            )
            
            
            
            
            
            
            
            
            
            
            22,300Net
                loss for the period from inception to October 31, 2004
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,194
            )
            
            -
            
            
            
            
            
            (6,194
            )**Balance****October
                31, 2004**
            
            
            **72,320,000**
            
            
            **72,320**
            
            
            **(50,020**
            **)**
            
            **(6,194**
            **)**
            
            **-**
            
            
            
            
            
            **16,106**Net
                loss for the year ended October 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (17,020
            )
            
            -
            
            
            
            
            
            (17,020
            )**Balance****October
                31, 2005**
            
            
            **72,320,000**
            
            
            **72,320**
            
            
            **(50,020**
            **)**
            
            **(23,214**
            **)**
            
            **-**
            
            
            **-**
            
            
            **(914**
            **)**Capital
                issued for Cash, net of stock issuance costs
            
            
            7,110,000
            
            
            7,110
            
            
            264,890
            
            
            
            
            
            
            
            
            
            
            
            272,000Capital
                issued for services
            
            
            1,560,000
            
            
            1,560
            
            
            189,540
            
            
            
            
            
            
            
            
            
            
            
            191,100Subscriptions
                received in advance
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            152,347
            
            
            
            
            
            152,347Net
                loss for the year ended October 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            (334,678
            )
            
            
            
            
            
            
            
            (334,678
            )**Balance****October
                31, 2006**
            
            
            **80,990,000**
            
            
            **80,990**
            
            
            **404,410**
            
            
            **(357,892**
            **)**
            
            **152,347**
            
            
            **-**
            
            
            **279,855**




F-3





**CANAM
      URANIUM CORP.**


(An
      Exploration Stage Company)


**STATEMENT
      OF STOCKHOLDERS’ EQUITY**


**FOR
      THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO JULY 31, 2008
      (continued)**





Common
                Stock
            
            Additional
            
            Accumulated
            
            Share
              SubscriptionsNumber
                of
              shares
            
            Par Value
            
            Paid
                in
              Capital
            
            Earnings
              (Deficit)
            
            Received
                in
              Advance
            
            Subscription
              Receivable
            
            Stockholders’
              Equity**Balance
                October 31, 2006**
            
            
            **80,990,000**
            
            **$**
            **80,990**
            
            **$**
            **404,410**
            
            **$**
            **(357,892**
            **)**
            **$**
            **152,347**
            
            **$**
            **-**
            
            **$**
            **279,855**Capital
                issued for cash
            
            
            4,905,000
            
            
            4,905
            
            
            553,345
            
            
            
            
            
            (152,347
            )
            
            (102,000
            )
            
            303,903Capital
                issued for financing
            
            
            1,600,000
            
            
            1,600
            
            
            1,247,900
            
            
            
            
            
            
            
            
            
            
            
            1,249,500Capital
                issued for services
            
            
            1,860,000
            
            
            1,860
            
            
            967,140
            
            
            
            
            
            
            
            
            
            
            
            969,000Capital
                issued for Mineral Properties
            
            
            3,295,000
            
            
            3,295
            
            
            1,315,805
            
            
            
            
            
            
            
            
            
            
            
            1,319,100Capital
                issued for stock options
            
            
            400,000
            
            
            400
            
            
            289,600
            
            
            
            
            
            
            
            
            (290,000
            )
            
            -Capital
                issued on settlement of notes payable
            
            
            200,000
            
            
            200
            
            
            49,800
            
            
            
            
            
            
            
            
            
            
            
            50,000Capital
                returned to Company and Cancelled
            
            
            (10,000,000
            )
            
            (10,000
            )
            
            
            
            
            
            
            
            
            
            
            
            
            
            (10,000
            )Preferred
                shares B issued
            
            
            
            
            
            
            
            
            9,900
            
            
            
            
            
            
            
            
            
            
            
            10,000Stock
                based compensation
            
            
            
            
            
            
            
            
            2,234,665
            
            
            
            
            
            
            
            
            
            
            
            2,234,665Debenture
                option
            
            
            
            
            
            
            
            
            396,871
            
            
            
            
            
            
            
            
            
            
            
            396,871Subscriptions
                received in advance
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            25,000
            
            
            
            
            
            25,000Net
                loss for the year ended October 31, 2007
            
            
            
            
            
            
            
            
            
            
            
            (6,071,831
            )
            
            
            
            
            
            
            
            (6,071,831
            )**Balance****October
                31, 2007**
            
            
            **83,250,000**
            
            
            **83,250**
            
            
            **7,469,436**
            
            
            **(6,429,723**
            **)**
            
            **25,000**
            
            
            **(392,000**
            **)**
            
            **756,063**




F-4


**CANAM
      URANIUM CORP.**


(An
      Exploration Stage Company)


**STATEMENT
      OF STOCKHOLDERS’ EQUITY**


**FOR
      THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO JULY 31, 2008
      (continued)**




Common
                    Stock
                
                Additional
                
                Accumulated
                
                Share
                  SubscriptionsNumber
                    of
                  shares
                
                Par
                    Value
                
                Paid
                    in
                  Capital
                
                Earnings
                  (Deficit)
                
                Received
                    in
                  Advance
                
                Subscription
                  Receivable
                
                Stockholders’
                  Equity**Balance
                    October 31, 2007**
                
                
                **83,250,000**
                
                **$**
                **83,250**
                
                **$**
                **7,469,436**
                
                **$**
                **(6,429,723**
                **)**
                **$**
                **25,000**
                
                **$**
                **(392,000**
                **)**
                **$**
                **756,063**Subscription
                    received
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                102,000
                
                
                102,000Capital
                    issued for Mineral Properties
                
                
                1,000,000
                
                
                1,000
                
                
                199,000
                
                
                
                
                
                
                
                
                
                
                
                200,000Capital
                    issued for services
                
                
                1,680,000
                
                
                1,680
                
                
                275,320
                
                
                
                
                
                
                
                
                
                
                
                277,000Capital
                    issued for cash
                
                
                1,300,000
                
                
                1,300
                
                
                128,700
                
                
                
                
                
                
                
                
                (130,000
                )Capital
                    issued on settlement of notes payable
                
                
                2,200,000
                
                
                2,200
                
                
                267,800
                
                
                
                
                
                
                
                
                (100,000
                )
                
                170,000Capital
                    issued for prepaid consulting
                
                
                3,000,000
                
                
                3,000
                
                
                227,000
                
                
                
                
                
                
                
                
                
                
                
                230,000Vested
                    portion of option benefit
                
                
                
                
                
                
                
                
                185,318
                
                
                
                
                
                
                
                
                
                
                
                185,318January
                    2008 option benefit
                
                
                
                
                
                
                
                
                8,426
                
                
                
                
                
                
                
                
                
                
                
                8,426Capital
                    issued for promissory note
                
                
                2,000,000
                
                
                2,000
                
                
                138,000
                
                
                
                
                
                
                
                
                (118,970
                )
                
                21,030Capital
                    issued for services
                
                
                2,000,000
                
                
                2,000
                
                
                38,000
                
                
                
                
                
                
                
                
                
                
                
                40,000Offset
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (25,000
                )
                
                130,000
                
                
                105,000Capital
                    issued on conversion of debentures
                
                
                19,962,500
                
                
                19,963
                
                
                179,662
                
                
                
                
                
                
                
                
                
                
                
                199,625Capital
                    issued for services
                
                
                11,600,000
                
                
                11,600
                
                
                336,400
                
                
                
                
                
                
                
                
                
                
                
                348,000Net
                    loss for the period endedJuly
                    31, 2008
                
                
                
                
                
                
                
                
                
                
                
                (1,624,675
                )
                
                
                
                
                
                
                
                (1,624,675
                )**Balance****July
                    31, 2008**
                
                
                **127,992,500**
                
                **$**
                **127,993**
                
                **$**
                **9,453,062**
                
                **$**
                **(8,054,398**
                **)**
                **$**
                **-**
                
                **$**
                **(508,970**
                **)**
                **$**
                **1,017,787**




F-5


**CANAM
      URANIUM CORP.**


(An
      Exploration Stage Company)





**INTERIM
      STATEMENTS OF CASH FLOWS**


**(unaudited)**





For the nine
              month period
              ended
              July 31,
              2008
            
            For the nine
              month period
              ended
              July 31,
              2007
            
            June 7, 2004
              (inception)to
              July 31,
              2008$
            
            $
            
            $**CASH FLOWS USED IN OPERATING ACTIVITIES**Net
                loss for the period
            
            
            (1,624,675
            )
            
            (3,790,788
            )
            
            (8,054,398
            )Adjustment
                to reconcile net loss to net cash from operating
                activities:Non
                cash expenses:-
                loss on derivative
            
            
            -
            
            
            2,000
            
            
            --
                derivative financing fees and accretion
            
            
            -
            
            
            9,488
            
            
            --
                stock option benefit
            
            
            193,744
            
            
            1,711,333
            
            
            2,428,409-
                debenture option
            
            
            -
            
            
            302,673
            
            
            302,673-
                depreciation
            
            
            240
            
            
            405
            
            
            945-
                accrued interest
            
            
            110,000
            
            
            (2,001
            )
            
            110,000-
                stock issued for services
            
            
            895,000
            
            
            795,800
            
            
            2,711,520-
                write off of disposed property or abandoned property costs
            
            
            89,199
            
            
            -
            
            
            89,199-
                recovery on disposal of mineral claims (note 7)
            
            
            (165,560
            )
            
            -
            
            
            (165,560
            )-
                debenture conversion benefits
            
            
            68,923
            
            
            -
            
            
            68,923Accounts
                payable and accrued liabilities
            
            
            (101,296
            )
            
            152,858
            
            
            342,323Prepaid
                expenses
            
            
            152,443
            
            
            (573,935
            )
            
            -**NET
                CASH USED IN OPERATING ACTIVITIES 326**
            
            
            (381,982
            )
            
            (1,392,167
            )
            
            (2,165,966
            )**CASH
                FLOWS USED IN INVESTING ACTIVITY**Acquisition
                of fixed assets
            
            
            -
            
            
            (4,471
            )
            
            (1,200
            )Acquisition
                of resource properties
            
            
            -
            
            
            (328,926
            )
            
            (291,069
            )**NET
                CASH FLOWS USED IN INVESTING ACTIVITY**
            
            
            -
            
            
            (333,397
            )
            
            (292,269
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                on sale of common stock
            
            
            232,000
            
            
            759,859
            
            
            1,007,550Proceeds
                on exercise of stock option
            
            
            -
            
            
            -
            
            
            600,000Increase
                in notes payable
            
            
            50,000
            
            
            300,000
            
            
            400,000Repayment
                of notes payable
            
            
            -
            
            
            -
            
            
            -Notes
                payable and convertible notes payable
            
            
            -
            
            
            670,000
            
            
            445,000Related
                party advances
            
            
            -
            
            
            -
            
            
            5,720**NET
                CASH PROVIDED BY FINANCING ACTIVITIES**
            
            
            282,000
            
            
            1,429,859
            
            
            2,458,270**INCREASE
                (DECREASE) IN CASH**
            
            
            (99,982
            )
            
            (295,705
            )
            
            35**CASH,
                BEGINNING OF PERIOD**
            
            
            100,017
            
            
            306,921
            
            
            -**CASH,
                END OF PERIOD**
            
            
            35
            
            
            11,216
            
            
            35**SUPPLEMENTAL
                CASH FLOW INFORMATION:**
            
            $
            
            
            $
            
            
            $Cash
                paid for interest
            
            
            -
            
            
            -
            
            -Cash
                paid for income taxes
            
            
            -
            
            
            -
            
            -





The
      accompanying notes are an integral part of these Interim financial
      statements.





F-6


**CANAM
      URANIUM CORP.**


(An
      Exploration Stage Company)


**NOTES
      TO INTERIM FINANCIAL STATEMENTS**


July
      31,
      2008




**NOTE
      1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION**




Canam
      Uranium Corp. (the “Company”) is an exploration stage company that was organized
      to engage in the business of natural resource exploration in the United States
      and Canada.




**Going
      concern**




These
      financial statements have been prepared with the on-going assumption that the
      Company will be able to realize its assets and discharge its liabilities in
      the
      normal course of business. However, certain conditions noted below currently
      exist which raise substantial doubt about the Company’s ability to continue as a
      going concern. These financial statements do not include any adjustments to
      the
      amounts and classifications of assets and liabilities that might be necessary
      should the Company be unable to continue as a going concern.




The
      operations of the Company have primarily been funded by the sale of common
      stock. Continued operations of the Company are dependent on the Company’s
      ability to complete additional equity financings or generate profitable
      operations in the future. Management’s plan in this regard is to secure
      additional funds through future equity financings.




July 31,
              2008
            
            October 31,
              2007Deficit
                accumulated during the exploration stage
            
            $
            8,054,398
            
            $
            6,429,723Working
                capital (deficiency)
            
            $
            (669,103
            )
            $
            (854,706
            )




**Unaudited
      Interim Financial Statements**




The
      accompanying unaudited interim financial statements have been prepared in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Form 10-Q. They do not include all
      information and footnotes required by generally accepted accounting principles
      for complete financial statements. However, except as disclosed herein, there
      have been no material changes in the information disclosed in the notes to
      the
      financial statements for the year ended October 31, 2007 included in the
      Company’s Form 10KSB filed with the Securities and Exchange Commission. These
      interim unaudited financial statements should be read in conjunction with those
      financial statements included in the Form 10KSB. In the opinion of management,
      all adjustments considered necessary for a fair presentation, consisting solely
      of normal recurring adjustments, have been made. Operating results for the
      nine
      months ended July 31, 2008 are not necessarily indicative of the results that
      may be expected for the year ending October 31, 2008.




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**Organization**


The
      Company was incorporated on June 7, 2004 in the State of Nevada and has set
      a
      fiscal year end of October 31.





**Exploration
      stage company**


The
      Company’s financial statements are prepared using the accrual method of
      accounting and according to the provision of Statement of Financial Accounting
      Standards (“SFAS”) No. 7, “ *Accounting
      and Reporting for Development Stage Enterprises* ”,
      as it
      devotes substantially all of its efforts to acquiring and exploring mineral
      properties. It is industry practice that mining companies in the development
      stage are classified under Generally Accepted Accounting Principles as
      exploration stage companies. Until such properties are acquired and developed,
      the Company will continue to prepare its consolidated financial statements
      and
      related disclosures in accordance with entities in the exploration or
      development stage.


F-7




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued**





**Basis
      of presentation**


These
      financial statements are presented in United States dollars and have been
      prepared in accordance with accounting principles generally accepted in the
      United States.





**Natural
      resource properties**


The
      Company has been in the exploration stage since its inception on June 7, 2004,
      and has not yet realized any revenues from its planned operations. It is
      primarily engaged in the acquisition and exploration of mining properties.
      The
      Company expenses all costs related to the maintenance and exploration of mineral
      claims in which it has secured exploration rights prior to establishment of
      proven and probable reserves. To date, the Company has not established the
      commercial feasibility of its exploration prospects; therefore, all exploration
      costs are being expensed. Mineral property acquisition costs are initially
      capitalized when incurred using the guidance in EITF 04-02, *“Whether
      Mineral Rights Are Tangible or Intangible Assets.”* The
      Company assesses the carrying cost for impairment under SFAS No. 144, *“Accounting
      for Impairment or Disposal of Long Lived Assets”* at each
      fiscal quarter end. When it has been determined that a mineral property can
      be
      economically developed as a result of establishing proven and probable reserves,
      the costs then incurred to develop such property are capitalized. Such costs
      will be amortized using the units-of-production method over the estimated lie
      of
      the probable reserve. If mineral properties are subsequently abandoned or
      impaired, any capitalized costs will be charged to operations.





**Reclamation
      costs**


The
      Company's policy for recording reclamation costs is to record a liability for
      the estimated costs to reclaim mined land by recording charges to production
      costs for each tonne of ore mined over the life of the mine. The amount charged
      is based on management's estimation of reclamation costs to be incurred. The
      accrued liability for reclamation expenditures is reduced as reclamation
      expenditures are made. Certain reclamation work is performed concurrently with
      mining and these expenditures are charged to operations at that time. As at
      July
      31, 2008 the Company has determined that it has no significant asset retirement
      or reclamation obligations.





**Use
      of estimates**


The
      preparation of financial statements in conformity with generally accepted
      accounting principles 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 amounts of revenues and expenses during the period. We base our
      estimates on a number of factors, including historical experience, current
      events and actions the company may undertake in the future, and other
      assumptions that we believe are reasonable under the circumstances. Actual
      results could differ from those estimates. We use estimates when accounting
      for
      certain items such as asset impairments and stock based
      compensation,





**Financial
      instruments**


The
      following disclosure of the estimated fair value of financial instruments is
      made in accordance with the requirements of SFAS No. 107, “ *Disclosures
      about Fair Value of Financial Instruments”* . The
      estimated fair value amounts have been determined by the Company, using
      available market information and appropriate valuation methodologies. The fair
      market value of the Company’s financial instruments comprising cash, accounts
      payable and accrued liabilities, and notes payable were estimated to approximate
      their carrying values due to immediate or short-term maturity of these financial
      instruments. The Company maintains cash balances at financial institutions
      which
      at times, exceed federally insured amounts. The Company has not experienced
      any
      material losses in such accounts.





**Loss
      per common share**


Basic
      earnings per share includes no dilution and is computed by dividing income
      available to common stockholders by the weighted average number of common shares
      outstanding for the period. Dilutive earnings per share reflects the potential
      dilution of securities that could share in the earnings of the Company. Because
      the Company does not have any potentially dilutive securities, the accompanying
      presentation is only of basic loss per share.


F-8


**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued**





**Foreign
      currency translation**


The
      Company’s functional and reporting currency is the U.S. dollar. All transactions
      initiated in Canadian dollars are translated into U.S. dollars in accordance
      with SFAS No. 52 “Foreign Currency Translation” as follows:


a)
      monetary assets and liabilities at the rate of exchange in effect at the balance
      sheet date; and


b)
      revenue and expense items at the average rate of exchange prevailing during
      the
      period.


For
      foreign currency transactions, the Company translates these amounts to the
      Company's functional currency at the exchange rate effective on the invoice
      date. If the exchange rate changes between the time of purchase and the time
      actual payment is made, a foreign exchange transaction gain or loss results
      which is included in determining net loss for the period.





**Income
      taxes**


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





**Stock-based
      Compensation**


SFAS
      No.
      123(R), "Accounting for Stock-Based Compensation", as issued by the Financial
      Accounting Standards Board (“FASB”), as amended by SFAS No. 148, "Accounting for
      Stock-Based Compensation - transition and disclosure", was adopted by the
      company on January 1, 2006, which requires the measurement and recognition
      of
      compensation expense for all share-based awards made to employees and directors,
      including employee stock options and shares issued through its employee stock
      purchase plan, based on estimated fair values. Prior to the adoption of SFAS
      123(R), the Company accounted for stock-based compensation using the intrinsic
      value method prescribed in Accounting Principles Board ("APB") Opinion No.
      25.
      Under APB 25, compensation cost is measured based on the excess, if any, of
      the
      quoted market price or fair value of a company's stock at the grant date (or
      a
      later date where the option has variable terms that depend on events after
      the
      date of grant) over the amount an employee must pay to acquire the stock.
      Compensation expense is recognized immediately for past services and pro-rata
      for future services over the option-vesting period. SFAS 123(R) require that
      compensation cost resulting from the granting of stock options be measured
      and
      reported currently in the income statement and allocated over the remaining
      life
      of the option. The adoption of this standard had no impact to the Company’s
      financial position prior to January 1, 2006.





The
      Company accounts for equity instruments issued in exchange for the receipt
      of
      goods or services from other than employees in accordance with SFAS No. 123(R)
      and the conclusions reached by the Emerging Issues Task Force in Issue No.
      96-18. Costs are measured at the estimated fair market value of the
      consideration received or the estimated fair value of the equity instruments
      issued, whichever is more reliably measurable. The value of equity instruments
      issued for consideration other than employee services is determined on the
      earliest of a performance commitment or completion of performance by the
      provider of goods or services as defined by EITF 96-18.





**Comprehensive
      Income**


SFAS
      No.
      130, “Reporting Comprehensive Income” establishes standards for the reporting
      and display of comprehensive income and its components in the financial
      statements. As at July 31, 2008 the Company had no items of other comprehensive
      income.


F-9


**NOTE
      3 – NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION
      DEVELOPMENT**





The
      Company has capitalized acquisition costs on these mineral properties as
      follows:





**July 31, 2008**
            
            **October 31, 2007**Wheeler Beckett
            
            $
            154,982
            
            $
            189,422OK
                Lake
            
            
            82,843
            
            
            82,843Reilly
                Uranium
            
            
            38,705
            
            
            38,705Don
                McCarthy
            
            
            1,410,000
            
            
            1,210,000Bancroft
            
            
            -
            
            
            89,199$
            1,686,530
            
            $
            1,610,169




**TIM
      and PUN claims**


The
      Company acquired through its previous President, an option to purchase a 100%
      undivided interest in two mining claims in the Lillooet Mining Division of
      British Columbia, Canada. The claims are named TIM and PUN and comprise of
      36
      claims.




Under
      the
      claim agreement (amended September 8, 2005 and March 31, 2006), annual payments
      of $25,000 commencing January 1, 2008 were required as long as an interest
      is
      held in the claims, and minimum exploration expenditures of $15,000 and $40,000
      were required on or before October 31, 2006 and 2007.





The
      Board
      of Directors of the Company, after lengthy analysis prior to and during a board
      meeting of October 2, 2006 elected to refocus the Company's exploration activity
      into the area of uranium exploration, as they felt that there were better
      prospects for shareholder returns. Consequently, they chose not to renew these
      claims and allowed them to lapse.




**BANCROFT
      claims**


On
      October 20, 2006, the Company entered into an agreement with El Nino Ventures
      Inc. to acquire a 60% option on the Bancroft properties in the Province of
      Ontario, Canada totaling 3,800 hectares over numerous individual
      claims.




The
      option required payment of CDN$40,000 on closing and CDN$25,000 within 10 days
      of closing 2006, payment of CDN $60,000 of exploration costs by November 15,
      2006, and the issuance of 275,000 post split shares of its stock, restricted
      under Rule 144 of the Securities Act of 1933. In order to maintain the option
      the Company is required to make a payment of CDN$20,000 on the first anniversary
      of the agreement, and pay CDN $500,000 of exploration costs in each year of
      the
      first and second anniversaries of the agreement. In order to earn an 80% option,
      the Company is required to issue a further 300,000 restricted post split shares
      and complete a further CDN$1,500,000 in exploration expenditures in the third
      and fourth year after the execution of the agreement. The properties are also
      subject to Net Smelter Royalty (“NSR”) payments of 3% in the event of mineral
      production, and the Company may purchase 1% of the NSR for CDN$250,000, or
      total
      purchase of the NSR for CDN$750,000.




At
      October 31, 2007 the Company had not met the requirement to pay CDN $500,000
      in
      exploration costs during the first year of the agreement and pay CDN $20,000
      on
      the first anniversary of the agreement. Subsequent to the year end, the company
      amended the terms of the option agreement with El Nino such that a payment
      of
      CDN $25,000 is required on or before December 21, 2007, and CDN $165,000 on
      or
      before January 31, 2008. Subsequent to the year end the company paid CDN $25,000
      pursuant to the amended option agreement, but had not paid CDN $165,000 by
      January 31, 2008. The company could not re-negotiate the terms of the amended
      option agreement with El Nino and abandoned the claims.




F-10







**NOTE
      3 - NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION DEVELOPMENT -
      continued**




**BALD
      and OYAMA claims**


On
      November 16, 2006, the Company entered into an Agreement with Geomode Mineral
      Exploration Ltd. to acquire a 100% undivided interest in two mineral claims
      owned by Geomode known as the BALD and OYAMA claims in the Province of British
      Columbia, Canada, totaling 1,037 hectares. They are collectively known as the
      OK
      Lake claims. In order to earn its 100% interest, the Company is required to
      pay
      $25,000 on signing of the Agreement, issue 500,000 of its common shares
      (restricted) to the owner of the claims, and carry out exploration expenditures
      of $50,000, or issue 250,000 restricted shares on or before November 30, 2007,
      and exploration expenditures of $200,000 or 500,000 common shares (restricted)
      on or before November 30, 2008. The properties are subject to a 1% NSR which
      may
      be purchased by the Company for $1,000,000.




**WHEELER-BECKETT
      claims**


On
      November 29, 2006, the Company entered into an Agreement with Northwind
      Resources Ltd. to acquire a 100% interest in 11 mineral property titles,
      collectively known as the Wheeler-Beckett Claims in the Athabasca basin region
      of the Province of Saskatchewan, Canada, totaling 51,100 hectares in size.
      In
      order to earn its 100% interest, the Company is required to make cash payments
      of CDN$150,000 on Agreement execution date and CDN$100,000 on the anniversary
      of
      the Agreement execution date. In addition, the Company is required to issue
      500,000 of its common shares (restricted) on execution date, and an additional
      500,000 restricted shares on the anniversary date of the Agreement's execution.
      The property is subject to a 2.5 % NSR of which 2.0% may be purchased by the
      Company for CDN$1,000,000. The Company disposed of two of the claims for the
      settlement of a $200,000 note payable.




**DON
      MCCARTHY claims**


On
      the 17 th of May,
      2007, the Company entered into a Property Option Agreement with Geomode Mineral
      Exploration Ltd. to acquire an undivided 100% interest in a mineral claim known
      as the Don McCarthy claim, located in the Athabasca basin area of the Province
      of Saskatchewan, Canada. The Company can acquire the 100% interest by making
      a
      cash payment of $50,000 and issuing 2,000,000 restricted common shares of the
      Company upon signing of the agreement, plus an additional payment of $50,000
      on
      or before December 31, 2007, as well as the payment of $100,000 and 500,000
      common shares on the first anniversary of the agreement, and $200,000 and
      500,000 common shares on the second anniversary of the Agreement. At the
      Company’s discretion, it can accelerate any and all payments contemplated under
      this agreement. The owner of the property has reserved a 1% NSR, which can
      be
      acquired by the Company for a payment of $3,000,000 less any royalty payments
      paid.





**REILLY
      URANIUM claims**


On
      June
      1, 2007, the Company completed an agreement to acquire a 100% interest in the
      Reilly Uranium Property in the Sault St. Marie district of Ontario, Canada
      from
      Rubicon Minerals Corp. The terms of the transaction include the option to
      purchase 100% of the property by the staged issuance of 80,000 CanAm common
      shares and $110,000 in cash payments in Canadian Dollars. The underlying vendor
      retains a 2% NSR royalty of which 1% can be bought back by the Company for
      $1
      million and the first right of refusal for the remaining 1%. The payment
      schedule is as follows: an ``Initial Payment'' of $30,000 on signing of this
      Option Agreement, an additional $10,000 on the first anniversary date of the
      Option Agreement, an additional $15,000 on the second anniversary date of the
      Option Agreement; an additional $20,000 on the third anniversary date of the
      Option Agreement; and, a final payment of an additional $35,000 on the fourth
      anniversary date of the Option Agreement. Issue to the Owners a total of 80,000
      common 144 shares in the capital stock of CanAm for the grant of the Mineral
      Claims according to the following schedule, 20,000 common shares to the Owner
      within 10 days of the approval of the terms of this Option
      Agreement.




**NOTE
      4 – STOCKHOLDERS’ EQUITY**





The
      Company’s capitalization is 200,000,000 common shares with a par value of $0.001
      per share, and 25,000,000 preferred shares with no par value.





As
      at
      April 30, 2007 the Company has not granted any stock options and has not
      recorded any stock-based compensation.


F-11




On
      July
      10, 2004 the Company issued 7,000,000 common shares at $0.001 per share to
      the
      sole director and President of the Company for net cash proceeds of $7,000
      to
      the Company.




**NOTE
      4 – STOCKHOLDERS’ EQUITY - continued**




On
      September 23, 2004 the Company issued 1,760,000 common shares to several
      investors at $0.0075 per share for net cash proceeds of $13,200 to the
      Company.





On
      October 15, 2004 the Company issued 280,000 shares to one investor at $0.0075
      per share for net cash proceeds of $2,100 to the Company.





On
      May 1,
      2006 and May 15, 2006 the Company issued 460,000 and 210,000 units at $0.05
      per
      share purchase unit for net proceeds to the Company of $23,000 and $10,500.
      The
      670,000 units are comprised of 670,000 common shares in capital of the
      Company.





On
      September 5 and September 7, 2006 the Company issued 700,000 common shares
      to
      several investors at $0.10 per share for net cash proceeds of $63,000 to the
      Company.





On
      October 13, 2006 the Company issued to two investors 600,000 shares at $0.25
      per
      share, for net cash proceeds to the company of $135,000.





On
      October 13, 2006 the Company issued to two investors 450,000 shares at $0.10
      per
      share, for net cash proceeds to the company of $40,500.





On
      October 13, 2006 the Company issued 260,000 shares to each of the 4 directors
      as
      compensation for their duties as directors. In addition, 260,000 shares were
      authorized for each of the CEO and CFO to reflect their additional
      responsibilities. The shares were valued at $0.1225 per share, the weighted
      average price of shares issued during the period.





On
      October 3 2006, the Board of Directors and majority shareholders agreed to
      a
      forward split of the Company's shares on an 8 for 1 basis, such that each
      shareholder would receive 8 new shares for each share currently held. This
      would
      become effective under Nevada law 10 days after the filing of the Certificate
      of
      Change under S78.209 of Nevada General Corporate Law. The board also agreed
      to
      increase the number of authorized common shares from 75,000,000 to 200,000,000
      and to increase the number of preferred shares authorized from zero to
      25,000,000. Further, and effective on the same date, the Board and the Company's
      majority shareholders agreed that the name of the Company would be changed
      from
“Boulder Creek Explorations, Inc.” to Canam Uranium Corp. All filings were made
      and approved by the Nevada Secretary of State subsequent to the October 31,
      2006
      year end.





In
      November 2006, the Company issued a total of 1,475.000 shares, valued at $0.10
      per share, as part payment for the El Nino property (275,000 restricted shares),
      the OK Lake properties (500,000 restricted shares.) and the Wheeler -Beckett
      claims (700,000 restricted shares in total, including fees).





Also
      in
      November 2006 the Company issued 1,725,000 shares to various investors who
      had
      subscribed for shares at prices of $0.10 and $0.25 per share. Proceeds net
      of
      finder's fees were $157,847.





In
      April
      2007, the Company issued 810,000 shares to various investors who had subscribed
      for shares at prices ranging from $0.10 to $0.25 per share, for proceeds of
      $154,359. Additionally, the Company issued 600,000 shares at $1.00 per share
      upon exercise of an option agreement for total proceeds of $600,000. Also in
      April 2007, the Company issued 260,000 shares to a director for services, valued
      at $0.19 per share, and 250,000 shares valued at $0.53 per share (weighted
      average of recent subscriptions) for fees associated with a debenture
      financing.





On
      November 21, 2007 the Company issued 500,000 shares valued by the Company at
      $100,000 as part payment for the Wheeler-Beckett claims and issued 500,000
      shares valued by the Company at $100,000 as part payment for the Don McCarthy
      claims.


F-12




Also
      on
      November 21, 2007 the Company issued:


-
            1,300,000
                shares for subscriptions receivable of $130,000-
            2,200,000
                shares for debt repayment of $150,000-
            1,680,000
                shares for services valued by the Company at
                $$277,000





In
      February, 2008 the Company issued 2,000,000 shares for services valued at
      $40,000 and issued 2,000,000 shares for a promissory note in the amount of
      $118,970 after the receipt of $21,030 cash





On
      May 7,
      2008 the Company issued 19,962,500 shares of common stock for the settlement
      of
      convertible debentures in the net amount of $199,625.





On
      June
      16, 2008 the Company issued 11,600,000 shares of common stock for services
      valued at $348,000.





All
      references in these financial statements to number of shares, price per share
      and weighted average number of common shares outstanding prior to the forward
      split have been adjusted to record the effect of the forward split on a
      retroactive basis.





**NOTE
      5 – RELATED PARTY TRANSACTIONS**





These
      transactions were in the normal course of operations and were measured at the
      exchange amount, which is the amount of consideration established and agreed
      to
      by the related parties.





The
      Company owes a director and President of the Company $5,720. There are no
      definite repayment terms, no security or accruing interest. Fair value cannot
      be
      determined.





The
      Company owes the previous sole director and President of the Company $3,000.
      There are no definite repayment terms, no security or accruing interest. Fair
      value cannot be determined.





As
      of
      September 1, 2006, the Company has been subletting premises from a company
      controlled by its Director and Chairman. Total payments for the nine months
      ended July 31, 2008 were $10,175 (2007 $nil) and $54,825 has been accrued as
      payable.





During
      the nine months ended July 31, 2008 Directors of the Company were paid $55,500
      (2007 $49,400).





**NOTE**  **6
      – CONVERTIBLE DEBENTURE PAYABLE**





On
      March
      2, 2007 the Company signed an agreement with Divine Capital Markets LLC to
      raise
      convertible debenture financing for the Company. The terms of the debenture
      were
      for a maximum of $400,000 to be raised at an interest rate of 6% for three
      years. The debentures are convertible into common shares of the Company at
      the
      greater of 75% of the 20 day lowest closing bid price of the Company stock
      and
      $0.05 per share at any time on or after six months from the date of issuance
      of
      the debenture. Divine received 250,000 restricted shares of the Company, valued
      at $0.53 per share (the weighted average of recent share issuance prices) as
      well as a 13% commission on total proceeds. The gross principal amount raised
      was $445,000 of which $50,000 was converted to common shares in November, 2007.
      During the quarter ended July 31, 2008 the Company converted $199,625 of the
      remaining principal into 19,962,500 common shares issued to the debenture
      holders. The Company has discounted the debentures for their conversion feature
      by $34,280 at July 31, 2008.




**NOTE
      7 – NOTES PAYABLE**




The
      Company issued a Note to a third party investor in the amount of $50,000 on
      September 6, 2006 for a one year term, bearing interest at 10% per annum. The
      note had been converted into 200,000 common shares on October 6, 2007. The
      party
      has agreed to waive its interest on the note in exchange for an option to
      acquire 600,000 shares of the Company’s common stock at $1.00 per share on or
      before April 1, 2007, and 666,667 shares at $1.50 per share on or before January
      1, 2008. The investor exercised its first option on March 15, 2007. The option
      has been valued according to the Black-Scholes option pricing model, and the
      Company has recognized an expense of $ 302,673.


F-13





During
      the year ended October 31, 2007, the Company issued a note payable for $200,000.
      The note payable is unsecured, bears interest at 60% per annum, and matured
      July
      25, 2007. As at October 31, 2007, the Company had not made any payments on
      the
      principle or interest due, and had received, prior to the end of the quarter,
      notice from the issuer that the Company was not in fact in default as
      negotiations to resolve the repayment were in progress. During the quarter
      ended
      July 31, 2008 the Company transferred two of the wheeler Beckett mineral claims
      to the note holder in full settlement of the note payable


During
      the year ended October 31, 2007, the Company issued a note payable for $100,000.
      The note payable is unsecured, bears interest at 60% per annum, and matured
      September 17, 2007. During the period ended January 31, 2008 the company settled
      the note payable through the issuance of common stock.





During
      the quarter ended April 30, 2008 the Company issued a note payable for $50,000.
      The note payable is unsecured, bears interest at 6% per annum and has no fixed
      terms of repayment.





During
      the quarter ended July 31, 2008 the Company issued a note payable for $110,000.
      The note payable is unsecured, bears interest at 8% per annum with no fixed
      terms of repayment, due September 1, 2008.





**NOTE
      8** **–** **EMPLOYEE STOCK OPTION PLAN**





On
      February 25, 2007 the Company approved the 2007 Stock Incentive and Compensation
      Plan and set aside 5,000,000 shares of common stock for that purpose. The plan
      has been filed under regulation S-8 of the Securities and Exchange Commission
      Act. Pursuant to the plan, 2,950,000 stock options were issued to employees
      and
      consultants.




**Stock
      Based Compensation**


The
      following incentive stock options were outstanding at July 31,
      2008:




**Exercise
                price**
            
            **Number**
              **of
                options**
            
            **Remaining**
              **contractual
                life**
              **(years)**0.07
            
            
            3,000,000
            
            
            9.720.09
            
            
            1,000,000
            
            
            9.701.19
            
            
            2,500,000
            
            
            8.830.60
            
            
            100,000
            
            
            9.160.26
            
            
            200,000
            
            
            9.416,800,000





The
      Company uses the Black-Scholes option valuation model to value stock options
      granted. The Black-Scholes model was developed for use in estimating the fair
      value of traded options that have no vesting restrictions and are fully
      transferable. The model requires management to make estimates, which are
      subjective and may not be representative of actual results. Changes in
      assumptions can materially affect estimates of fair values.


For
      purposes of the calculation, the following assumptions were used:





**2008**Risk
                free interest rate
            
            
            4.70
            %Expected
                dividend yield
            
            
            0
            %Expected
                stock price volatility
            
            
            100
            %Expected
                life of options
            
            
            1 to 2 years





The
      grant-date fair value of options granted through July 31, 2008 was between
      $0.04
      and $0.01.





**NOTE
      9 – SUBSEQUENT EVENTS**





No
      material transactions or transactions outside of the Company’s normal
      operations.


F-14




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





You
      should read the following discussion and analysis of our financial condition
      and
      results of operations together with our financial statements and related notes
      appearing elsewhere in this Form 10-Q. This discussion and analysis contains
      forward-looking statements that involve risks, uncertainties and assumptions.
      Our actual results may differ materially from those anticipated in these
      forward-looking statements.





**OVERVIEW**





CanAm
      Uranium Corp., a development stage, mineral exploration company, was
      incorporated in the State of Nevada on June 7, 2004 under the name “Boulder
      Creek Exploration, Inc.” On November 23, 2007 the Company changed its name to
“CanAm Uranium Corp”. The name change was recommended by the board of directors,
      and approved by the shareholders, because management felt that “CanAm Uranium”
would more accurately reflect the primary business of the company: Uranium
      exploration, development and anticipated production. The focus of the business
      and management remained the same after the name change.





You
      should read the following discussion and analysis of our financial condition
      and
      results of operations together with our financial statements and related notes
      appearing elsewhere in this Form 10-Q. This discussion and analysis contains
      forward-looking statements that involve risks, uncertainties and assumptions.
      Our actual results may differ materially from those anticipated in these
      forward-looking statements.





*Going
      Concern*





The
      accompanying financial statements are prepared assuming we will continue as
      a
      going concern. Going concern contemplates the realization of assets and the
      satisfaction of liabilities in the normal course of business over a reasonable
      length of time.





We
      are in
      the development stage and have an accumulated deficit of $8,054,398;
      shareholders’ equity of $1,017,787; and a working capital deficit of $669,103 at
      July 31, 2008 and have a net loss of $1,624,675 and cash used in operations
      of
      $276,982 for the nine months ended July 31, 2008. By way of comparison for
      the
      same period last year, we had an accumulated deficit of $4,129,045 and working
      capital of $19,673 at July 31, 2007 and had a net loss of $3,790,788 and cash
      used by operations of $234,667 for the nine months ended July 31, 2007.




While
      we
      were attempting to generate revenues, we did not generate revenues through
      July
      31, 2008. During the quarter ended July 31, 2008, the Company sold shares of
      common stock for net proceeds of $102,000 and received a $130,000 subscription
      receivable. Management intends to attempt to raise additional funds by way
      of a
      public or private offering. While we believe in the viability of our strategy
      to
      generate sales volume and in our ability to raise additional funds, there can
      be
      no assurances to that effect. Our financial statements do not include any
      adjustments relating to the recoverability and classifications of recorded
      assets, or the amounts and classification of liabilities that might be necessary
      in the event we cannot continue in existence.





**CRITICAL
      ACCOUNTING POLICIES**




The
      discussion and analysis of our financial condition and results of operations
      are
      based on our financial statements, which have been prepared in accordance with
      accounting principles generally accepted in the United States, US GAAP. The
      preparation of these financial statements requires us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of contingent assets and liabilities. On an
      on-going basis, we evaluate our estimates based on historical experience and
      on
      various other assumptions that are believed to be reasonable under the
      circumstances, the results of which form the basis for making judgments about
      the carrying values of assets and liabilities that are not readily apparent
      from
      other sources. Actual results may differ from these estimates under different
      assumptions or conditions. We have identified the policy below as critical
      to
      our business operations and understanding of our financial
      results:


15




*Related
      parties*


Parties
      are considered to be related if one party has the ability, directly or
      indirectly, to control the other party or exercise significant influence over
      the other party in making financial and operational decisions. Parties are
      also
      considered to be related if they are subject to common control or common
      significant influence. Related parties may be individuals or corporate
      entities.





*Intangibles
      and other long-lived assets*


In
      accordance with Statement of Financial Accounting Standards (SFAS) No. 144,
      “Accounting for the Impairment or Disposal of Long-Lived Assets”, we review the
      carrying value of intangibles and other long-lived assets for impairment at
      least annually or whenever events or changes in circumstances indicate that
      the
      carrying amount of an asset may not be recoverable. Recoverability of long-lived
      assets is measured by comparison of its carrying amount to the undiscounted
      cash
      flows that the asset or asset group is expected to generate. If such assets
      are
      considered to be impaired, the impairment to be recognized is measured by the
      amount by which the carrying amount of the property, if any, exceeds its fair
      market value.





*Accounting
      for Stock Based Compensation*


Effective
      January 1, 2007, we adopted Statement of Financial Accounting Standards No.
      123
      (revised 2004), Share Based Payment (“SFAS No. 123R”). SFAS No. 123R establishes
      the financial accounting and reporting standards for stock-based compensation
      plans. As required by SFAS No. 123R, we recognize the cost resulting from all
      stock-based payment transactions including shares issued under our stock option
      plans in the financial statements. The adoption of SFAS No. 123R will have
      a
      negative impact on our future results of operations.





**Recent
      Accounting Pronouncements**





In
      February 2007, the FASB issued SFAS No. 159, *“The
      Fair Value Option for Financial Assets and Financial Liabilities, Including
      an
      Amendment of FASB Statement No. 115”* , under
      which entities will now be permitted to measure many financial instruments
      and
      certain other assets and liabilities at fair value on an
      instrument-by-instrument basis. This Statement is effective as of the beginning
      of an entity’s first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on or
      before November 15, 2007, provided the entity also elects to apply the
      provisions of SFAS 157. The Company is currently assessing the impact, if
      any, the adoption of SFAS 159 will have on its financial statements.




Other
      accounting standards that have been issued or proposed by the FASB or other
      standards-setting bodies that do not require adoption until a future date are
      not expected to have a material impact on the financial statements upon
      adoption.





**Critical
      Accounting Policies and Estimates**





We
      have
      adopted various accounting policies that govern the application of accounting
      principles generally accepted in the United States of America in the preparation
      of our financial statements. Our significant accounting policies are described
      in the footnotes to our annual financial statements at October 31, 2007. The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires us to make estimates
      and assumptions that affect the amounts reported in the financial statements
      and
      accompanying notes.





Although
      these estimates are based on our knowledge of current events and actions it
      may
      undertake in the future, they may ultimately differ from actual results. Certain
      accounting policies involve significant judgments and assumptions by us and
      have
      a material impact on our financial condition and results. Management believes
      its critical accounting policies reflect its most significant estimates and
      assumptions used in the presentation of our financial statements. Our critical
      accounting policies include revenue recognition, accounting for stock based
      compensation and the evaluation of the recoverability of long-lived and
      intangible assets. We do not have off-balance sheet arrangements, financings
      or
      other relationships with unconsolidated entities or other persons, also known
      as
“special purpose entities”.


16





RESULTS
      OF OPERATIONS





NET
      REVENUES





For
      the
      quarter ended July 31, 2008 CanAm recorded $nil revenues, compared to $nil
      revenues for the quarter ending July 31, 2007.





While
      we
      continue our exploration and development efforts, we will need to raise
      additional working capital to fund and support our exploration and development
      programs. We cannot assure you that we will ever be able to successfully
      implement our plan of operations or increase our revenues in future
      periods.





OPERATING
      EXPENSES





For
      the
      quarter ended July 31, 2008, operating expenses which includes mining
      exploration costs, consulting fees, professional fees and other general and
      administrative costs, were $716,110 compared to $1,066,535 for the quarter
      ended
      July 31, 2007, a decrease of $350,425 or 33%.





The
      decrease in operating expenses was primarily attributable to the following:





-
      property development decreased from $352,248 in the period ending July 31,
      2007,
      to $55,000 in the period ending July 31, 2008. This was due to the fact that
      the
      Company significantly decreased its property acquisition and expenditure
      activity during the quarter.





-
      Professional and consulting fees decreased to $517,500 for the quarter ended
      July 31, 2008 as compared to $568,060 for the quarter ended July 31, 2007,
      a
      decrease of $50,560 or 9%. This decrease is primarily related to a decrease
      in
      accounting fees associated with the audit of our financial statements, a
      decrease in legal expenses associated with other general corporate matters
      and a
      decrease in the employment of various specialist consultants.





-
      Financing fees and investor relations expenses decreased to $7,189 for the
      quarter ended July 31, 2008 from $104,240 for the quarter ended July 31, 2007,
      a
      decrease of $97,051 or 93%.





LOSS
      FROM
      OPERATIONS





We
      reported a loss from operations of $639,749 for the quarter ended July 31,
      2008
      as compared to a loss from operations of $1,066,535 for the quarter ended July
      31, 2007, a decrease of $426,786 or approximately 40%.





Interest
      expense was $33,273 for the quarter ended July 31, 2008 as compared to an
      expense of $10,000 for the quarter ended July 31, 2007. The increase is from
      the
      write off of deferred debenture conversion benefits.





OVERALL




We
      reported a net loss for the nine months ended July 31, 2008 of $1,624,675
      compared to a net loss for the quarter ended July 31, 2007 of $3,790,788. This
      translates to an overall basic and diluted per-share loss available to
      shareholders of $0.02 for the quarter ended July 31, 2008 compared to basic
      and
      diluted per-share loss of $0.04 for the quarter ended July 31,
      2007.





LIQUIDITY
      AND CAPITAL RESOURCES





Liquidity
      is the ability of a company to generate funds to support its current and future
      operations, satisfy its obligations and otherwise operate on an ongoing basis.
      At July 31, 2008, we had a cash balance of $35 and a working capital deficit
      of
      $669,103. Our current assets are $35 cash. Our current liabilities primarily
      consist of $669,138 in accounts payable and accrued expenses.





CanAm
      does not currently have an adequate source of reliable, long-term revenue to
      fund operations. As a result, CanAm is reliant on outside sources of capital
      funding. There can be no assurance that CanAm will in the future achieve a
      consistent and reliable revenue stream adequate to support continued operations.
      In addition, there is no assurance that CanAm will be able to secure adequate
      sources of new capital funding, whether it is in the form of share capital,
      debt, or other financing sources.


17





**PLAN
      OF OPERATIONS**





As
      of
      July 31, 2008, we had cash reserves of $35.





We
      have
      not determined our plan with respect to our Wheeler-Beckett, Don MacCarthy,
      Reilly and OK Lake Properties for which we currently have options.





We
      believe that we will use our funds to pay filing fees and claim maintenance
      fees
      on those properties and for our general operating and corporate expenses.
 Our operating expenses for the next twelve months are estimated to
      include:


-
      $36,000
      Rent


-
      $150,000 Management fees


-
      $100,000 Consulting expenses


-
      $10,000
      Legal Fees


-
      $4,000
      Transfer Agent Fees


-
      $40,000
      Auditor Fees


-
      $15,000
      News Wire Services





We
      currently do not have sufficient funds to pay our operating expenses for the
      next twelve months and we intend to try to raise funds but there is no assurance
      that we will be able to raise adequate capital.





The
      suggested plan to explore Wheeler-Beckett has been budgeted at $500,000, to
      include ground work and further development of the property, if we come to
      a
      plan to explore the Wheeler-Beckett we will not have sufficient cash reserves
      to
      satisfy our cash requirements in order to continue as a going concern for the
      next 12 months following the date of this Annual Report. We will require further
      funding to continue. In addition, the plan may consist of optioning and or
      selling portions of the property to resolve the $50,000 outstanding fee and
      further exploration on a smaller more targeted portion of the relatively large
      land package that Wheeler-Beckett consists of.





If
      we
      come up with a plan to explore our Don MacCarthy and Reilly Uranium Property
      Claims, we will not have sufficient cash reserves to satisfy our cash
      requirements in order to continue as a going concern for the next twelve months
      following the date of this Annual Report.  We will require further funding
      in order continue. The OK Lake Claims may lapse, and therefore, not be renewed
      with the BC Government, as a moratorium has been placed on Uranium exploration
      in BC. If there were an expense on the OK Lake property, it will be for the
      maintenance of the property.


Over
      the
      next twelve months, we plan to raise funds through the sale of our common stock
      or through loans.  There is no guarantee that we will be successful in
      arranging the required financing.  Unless we raise funds through the sale
      of our common stock or through loans, we cannot further explore or develop
      our
      properties.    There is no assurance that we will be able to
      raise adequate capital.





Our
      future success will be materially dependent upon our ability to satisfy
      additional financing requirements and joint ventures on our current property
      option agreements. We are reviewing our options to raise equity capital and
      joint ventures. We cannot estimate when we will begin to realize any significant
      revenue. In order to satisfy our requisite budget, we have held and will
      continue to conduct negotiations with various investors and joint venture
      candidates. We cannot predict whether these negotiations will result in
      additional investment income for us.





Funding
      for our operations may not be available under favorable terms, if at all. If
      adequate funds are not available, we may be required to further curtail
      operations significantly or to obtain funds by entering into arrangements with
      collaborative partners or others that may require us to relinquish rights that
      we would not otherwise relinquish.





We
      have
      not received revenue from operations during the quarter ended July 31, 2008.
       We cannot estimate when we will begin to realize any
      revenue.


18




OUR
      PLAN
      OF OPERATIONS FOR NEXT 12 MONTHS





We
      are an
      exploration stage company and we do not have any proven or probable reserves
      on
      any of our properties.





Our
      plan
      of operations for the next twelve months is possibly to develop and explore
      our
      Wheeler-Beckett prospect in the Saskatchewan Athabasca Basin Canada, and look
      for various other energy based, resource, and otherwise projects that can be
      acquired and or joint ventured upon with CanAm to assist in facilitating the
      raise of capital and potential increase in shareholder value. The company has
      commenced discussions with several coal, oil, uranium, gold, diamond, and
      technology based firms to discuss working together on new projects and
      developments brought to CanAm Uranium Corp by consultants. Acquiring or
      optioning the properties or businesses will require raising additional funds
      and
      the issuance of common stock. Restructuring of the Company’s common stock may be
      required to achieve the goals of the Company in addition to raising required
      funds. If funds are not raised or the company is unable to restructure debts
      and
      share structure, the company may not be able to complete the transactions.
      Our
      plans for the next twelve months are very uncertain and dependent on
      negotiations with Northwind Resources for property payment extensions, and
      negotiations with opportunities developed and nurtured by third party
      consultants hired to assist the company, and dependent upon the ability to
      restructure and finance the projects adequately to suit the joint venture
      partner needs. There are no work programs planned for the other properties
      within the next 12 months, unless done so in a Joint Venture.





**Wheeler-Beckett
      Properties**





The
      suggested plan to explore Wheeler-Beckett has been budgeted at $500,000, to
      include ground work and further development of the property. The plan may
      include but not be limited to seismic work, radiometric, drill, and various
      other surveys to test for economic uranium mineralization.





We
      are
      required to make a $50,000 payment to remain current for the 100% interest
      in
      the Wheeler-Beckett property within the next 12 month period. We may sell
      portions of the Wheeler-Beckett property or joint venture the property to cover
      the $50,000 payment if funds cannot be raised. In the event this occurs, the
      company will focus on a smaller more targeted portion of the Wheeler-Beckett
      for
      development.





**Other
      Claims**





There
      are
      no suggested plans to explore the Don MacCarthy, Reilly, or OK Lake Properties.
      In order to keep in good standing in the next 12 months, it is required we
      pay
      to third party vendors:





Don
      MacCarthy: $150,000 and 500,000 shares


Reilly
      Uranium Property: $10,000





We
      have
      not initiated any exploration activities on these properties as of the date
      of
      this Quarterly Report. We have no operator in place to assist us in the
      exploration and development of our claims and we have not decided whether we
      will utilize any additional funds to explore or develop our properties in the
      next twelve months.





**Events
      Subsequent to the Quarter Ended July 31, 2008**





The
      Company accepted the resignation of David Hayes from the board of directors
      and
      as an officer of the Company on September 12, 2008 **.**





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK.**





As
      a
“smaller reporting company” as defined by Item 10 of Regulation SK, the Company
      is not required to provide information required by this Item.


19





**ITEM
      4T. CONTROLS AND PROCEDURES.**





We
      maintain disclosure controls and procedures, which are designed to ensure that
      information required to be disclosed in the reports we file or submit under
      the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules and forms, and that such information is accumulated and communicated
      to our management, including our President and Chief Executive Officer, who
      also
      acts as our Chief Financial Officer, as appropriate, to allow timely decisions
      regarding required disclosure.





Under
      the
      supervision and with the participation of our management, including our
      President and Chief Executive Officer, who also acts as our Chief Financial
      Officer, an evaluation was performed on the effectiveness of the design and
      operation of our disclosure controls and procedures as of the end of the period
      covered by this quarterly report. Based on that evaluation, our President and
      Chief Executive Officer, concluded that our disclosure controls and procedures
      were effective as of the end of the period covered by this report for the
      purpose of gathering, analyzing and disclosing of information that the Company
      is required to disclose in the reports it files under the Exchange Act, within
      the time periods specified in the SEC’s rules and forms.





There
      were no changes in the Company’s internal controls over financial reporting
      during the most recently completed fiscal quarter that have materially affected
      or are reasonably likely to materially affect the Company’s internal control
      over financial reporting.





**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS.**





The
      Company is not currently subject to any legal proceedings. From time to time,
      the Company may become subjected to litigation or proceedings in connection
      with
      its business, as either a plaintiff or defendant. There are no such pending
      legal proceedings to which the Company is a party that, in the opinion of
      management, is likely to have a material adverse effect on the Company’s
      business, financial condition or results of operations.




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





None.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None.





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





None.


**ITEM
      5. OTHER INFORMATION.**





None.





**ITEM
      6. EXHIBITS.**





ExhibitNumber
            
            Description3.1.1
            
            Articles
                of Incorporation of the Company (incorporated by reference to the
                Company’s Registration Statement on Form SB-2, filed on December 17,
                2004).3.1.2
            
            Certificate
                of Amendment to Articles of Incorporation of the Company (incorporated
                by
                reference to the Company’s Registration Statement on Form SB-2, filed on
                December 17, 2004).




20





3.1.3
            
            Certificate
                of Change (incorporated by reference to the Company’s Annual Report on
                Form 10-KSB, filed on February 13, 2007).3.1.4
            
            Certificate
                of Amendment to Articles of Incorporation of the Company (incorporated
                by
                reference to the Company’s Annual Report on Form 10-KSB, filed on February
                13, 2007).3.1.5
            
            Certificate
                of Designation of Series A Preferred Stock (incorporated by reference
                to
                the Company’s Current Report on Form 8-K, filed on July 19,
                2007).3.1.6
            
            Certificate
                of Designation of Series B Preferred Stock (incorporated by reference
                to
                the Company’s Current Report on Form 8-K, filed on July 19,
                2007).3.2.1
            
            Bylaws
                of the Company (incorporated by reference to the Company’s Registration
                Statement on Form SB-2, filed on December 17, 2004).31.1
            
            Certification
                of Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer Pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.





**SIGNATURES**





Pursuant
      to the requirements 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.





Canam
                Uranium Corp.(Name
                of Registrant)Date:
                September 19, 2008
            By:
            /s/
                Ryan GibsonRyan
                GibsonDirector




21


**EXHIBIT
      INDEX**





ExhibitNumber
            
            Description3.1.1
            
            Articles
                of Incorporation of the Company (incorporated by reference to the
                Company’s Registration Statement on Form SB-2, filed on December 17,
                2004).3.1.2
            
            Certificate
                of Amendment to Articles of Incorporation of the Company (incorporated
                by
                reference to the Company’s Registration Statement on Form SB-2, filed on
                December 17, 2004).3.1.3
            
            Certificate
                of Change (incorporated by reference to the Company’s Annual Report on
                Form 10-KSB, filed on February 13, 2007).3.1.4
            
            Certificate
                of Amendment to Articles of Incorporation of the Company (incorporated
                by
                reference to the Company’s Annual Report on Form 10-KSB, filed on February
                13, 2007).3.1.5
            
            Certificate
                of Designation of Series A Preferred Stock (incorporated by reference
                to
                the Company’s Current Report on Form 8-K, filed on July 19,
                2007).3.1.6
            
            Certificate
                of Designation of Series B Preferred Stock (incorporated by reference
                to
                the Company’s Current Report on Form 8-K, filed on July 19,
                2007).3.2.2
            
            Bylaws
                of the Company (incorporated by reference to the Company’s Registration
                Statement on Form SB-2, filed on December 17, 2004).31.1
            
            Certification
                of Principal Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.31.2
            
            Certification
                of Principal Financial Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 2002.32.1
            
            Certification
                of Principal Executive Officer and Principal Financial Officer Pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002.




22