**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





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


**ACT
      OF 1934**





For
      the
      quarterly period ended January 31, 2008





OR





**o 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
            98
                - 0207554(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)





Crown
      Plaza Building


114
      W.
      Magnolia Street, Suite 424


Bellingham,
      Washington 98225


(Address
      of principal executive offices, zip code)





(206)
      274-7598


(Registrant’s
      telephone number, including area code)





(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 o





Indicate
      by check mark whether the registrant is a shell company (as defined in Exchange
      Act Rule 12b-2 of the Exchange Act).    Yes oNox





As
      of
      January 31, 2008 there were 92,430,000 shares of the issuer’s common stock
      outstanding and 100,000 shares of Series B Preferred Stock outstanding.





Transitional
      Small Business Disclosure Format (check one):    Yes oNox





**CANAM
      URANIUM CORP.**


**QUARTERLY
      REPORT ON FORM 10-QSB**


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





**INDEX**




**Page****Part
                I.**
            **Financial
                Information**Item
                1.
            Financial
                Statements
            3Interim
                Balance Sheets as of January 31, 2008 (unaudited)
            F-1Interim
                Statements of Operations - for the three months and six months ended
                January 31, 2008 and 2007 (unaudited).
            F-2Interim
                Statement of Stockholder’s Equity
            F-3Interim
                Statements of Cash Flows for the six months ended January 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
            4Item
                3.
            Controls
                and Procedures
            9**Part
                II.**
            **Other
                Information**Item
                1.
            Legal
                Proceedings
            9Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            10Item
                3.
            Defaults
                Upon Senior Securities
            10Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            10Item
                5.
            Other
                Information
            10Item 6.
            Exhibits**Signatures**
            
            
            10**Certifications**
            
            
            12




1




**NOTE
      REGARDING FORWARD LOOKING STATEMENTS**




This
      report contains forward-looking statements within the meaning of Section 21E
      of
      the Securities Exchange Act of 1934 concerning the Corporation’s plans for 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 CanAm Uranium, Inc. (“CanAm
                Uranium” or 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 CamAm 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.




2




**PART
        I. FINANCIAL INFORMATION**
 
 **ITEM
        1. FINANCIAL STATEMENTS.**
 
 **CANAM
        URANIUM CORP.**
 (An
        Exploration Stage Company)
 **INTERIM
        FINANCIAL STATEMENTS**
 **January
        31, 2008**
 **(unaudited)**
  BALANCE
          SHEETS
  INTERIM
          STATEMENTS OF OPERATIONS
  INTERIM
          STATEMENT OF STOCKHOLDERS’ EQUITY
  INTERIM
          STATEMENTS OF CASH FLOWS
  **NOTES
          TO INTERIM FINANCIAL STATEMENTS**
 3
  **CANAM
        URANIUM CORP.**
 (An
        Exploration Stage Company)
 **BALANCE
        SHEETS**
 
 January
                    31,
                  2008
                
                October
                    31,
                  2007unaudited**CURRENT
                    ASSETS**Cash
                
                $
                2,105
                
                $
                100,017Prepaid
                    Expenses
                
                
                224500
                
                
                152,443**TOTAL
                    CURRENT ASSETS**
                
                
                226,605
                
                
                252,460Resource
                    property acquisition costs (note 3)
                
                
                1,810,169
                
                
                1,610,169Fixed
                    assets (net of depreciation)
                
                
                520
                
                
                600**TOTAL
                    ASSETS**
                
                $
                2,037,294
                
                $
                1,863,229**LIABILITIES
                    AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                    LIABILITIES******Accounts
                    payable and accrued liabilities
                
                $
                318,501
                
                $
                443,619****Note
                    Payable
                
                
                200,000
                
                
                300,000Convertible
                    debentures (note 6)
                
                
                316,921
                
                
                357,827****Due
                    to related party ( note 5)
                
                
                5,720
                
                
                5,720841,142
                
                
                1,107,166**GOING
                    CONCERN**(note 1)**STOCKHOLDERS’
                    DEFICIENCY**(note
                    4)Preferred
                    stock: 25,000,000 shares authorized with$0.001
                    par valueCommon
                    stock: 200,000,000
                    shares authorized with $0.001 par valueIssued
                    andoutstanding:100,000
                    preferred shares, series B
                
                
                100
                
                
                10089,430,000
                    common shares (October 31, 2007 - 83,250,000)
                
                
                92,430
                
                
                83,250Additional
                    paid-in-capital
                
                
                8,761,000
                
                
                7,469,436Share
                    subscriptions received in advance
                
                
                25,000
                
                
                25,000Share
                    subscriptions receivable
                
                
                (420,000
                )
                
                (392,000
                )Deficit
                    accumulated during exploration stage
                
                
                (7,262,378
                )
                
                (6,429,723
                )1,196,152
                
                
                (756,063
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
                
                $
                2,037,294
                
                $
                1,863,229
 
 DirectorDirector
 
 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
                January 31,
                2008
              
              For the three
                month period
                ended
                January 31,
                2007
              
              June 7, 2004
                (inception) to
                January 31,
                2008**GENERAL
                  AND ADMINISTRATIVE EXPENSES**Mining
                  exploration costs
              
              $
              55,597
              
              $
              452,716
              
              $
              1,240,783Office
                  and general
              
              
              6,187
              
              
              31,070
              
              
              65,485Professional
                  and consulting fees
              
              
              438,548
              
              
              68,594
              
              
              1,585,833Regulatory
                  and filing fees
              
              
              2,122
              
              
              573
              
              
              20,736Directors’
                  fees
              
              
              38,000
              
              
              -
              
              
              445,803Debenture
                  financing fees
              
              
              -
              
              
              -
              
              
              54,025Debenture
                  option
              
              
              -
              
              
              -
              
              
              302,673Stock
                  option benefit
              
              
              -
              
              
              -
              
              
              2,234,665Interest
                  expense
              
              
              13,714
              
              
              -
              
              
              150,692Financing
                  fees and investor relations
              
              
              252,120
              
              
              -
              
              
              917,693Printing
              
              
              -
              
              
              -
              
              
              114,546Travel
                  and entertainment
              
              
              16,192
              
              
              -
              
              
              72,367Rent
              
              
              10,175
              
              
              -
              
              
              57,077832,655
              
              
              552,953
              
              
              7,262,378**NET
                  LOSS FOR THE PERIOD**
              
              $
              (832,655
              )
              $
              (552,953
              )
              $
              (7,262,378
              )**BASIC
                  AND DILUTED LOSS PER COMMON SHARE**
              
              $
              (0.01
              )
              $
              (0.01
              )**WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING**
              
              
              84,403,644
              
              
              72,320,000
 
 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 January 31,
        2008**
 **(unaudited)**
  Preferred
                    Stock,
                  Series
                    B
                
                Common
                    Stock
                
                Additional
                  Paid
                    in
                  Capital
                
                Accumulated
                    Earnings (Deficit) (Restated Note -10)
                
                Share
                    Subscriptions Received in Advance
                
                Subscription
                    Receivable
                
                Stockholders’
                    Equity (Restated Note - 11)Number
                  of
                  Shares
                
                Par
                  Value
                
                Number
                    of Shares
                
                Par
                  Value$
                
                
                
                $
                
                $
                
                $
                
                $
                
                
                
                $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**
 
 The
        accompanying notes are an integral part of these Interim financial
        statements.
  F-3
 
 **CANAM
        URANIUM CORP.**
 (An
        Exploration Stage Company)
 **INTERIM
        STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO January 31,
        2008**
 **(unaudited)**
 
 Preferred
                    Stock,
                  Series
                    B
                
                Common
                    Stock
                
                Additional
                  Paid
                    in
                  Capital
                
                Accumulated
                    Earnings (Deficit) (Restated Note -10)
                
                Share
                    Subscriptions Received in Advance
                
                Subscription
                    Receivable
                
                Stockholders’
                    Equity (Restated Note - 11)Number
                  of
                  Shares
                
                Par
                  Value
                
                Number
                    of shares
                
                Par
                  Value$
                
                
                
                $
                
                $
                
                $
                
                $
                
                $
                
                **$**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
                )
                
                **303,903**Capital
                    issued for financing
                
                
                
                
                
                
                
                
                1,600,000
                
                
                1,600
                
                
                1,247,900
                
                
                
                
                
                
                
                
                
                
                
                **1,249,500**Capital
                    issued for services
                
                
                
                
                
                
                
                
                1,860,000
                
                
                1,860
                
                
                967,140
                
                
                
                
                
                
                
                
                
                
                
                **969,000**Capital
                    issued for Mineral Properties
                
                
                
                
                
                
                
                
                3,295,000
                
                
                3,295
                
                
                1,315,805
                
                
                
                
                
                
                
                
                
                
                
                **1,319,100**Capital
                    issued for stock options
                
                
                
                
                
                
                
                
                400,000
                
                
                400
                
                
                289,600
                
                
                
                
                
                
                
                
                (290,000
                )
                
                **-**Capital
                    issued on settlement of notes payable
                
                
                
                
                
                
                
                
                200,000
                
                
                200
                
                
                49,800
                
                
                
                
                
                
                
                
                
                
                
                **50,000**Capital
                    returned to Company and Cancelled
                
                
                
                
                
                
                
                
                (10,000,000
                )
                
                (10,000
                )
                
                
                
                
                
                
                
                
                
                
                
                
                
                **(10,000**
                **)**Preferred
                    shares B issued
                
                
                100,000
                
                
                100
                
                
                
                
                
                
                
                
                9,900
                
                
                
                
                
                
                
                
                
                
                
                **10,000**Stock
                    based compensation
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                2,234,665
                
                
                
                
                
                
                
                
                
                
                
                **2,234,665**Debenture
                    option
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                396,871
                
                
                
                
                
                
                
                
                
                
                
                **396,871**Subscriptions
                    received in advance
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                25,000
                
                
                
                
                
                **25,000**Net
                    loss for the year ended October 31, 2007
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,071,831
                )
                
                
                
                
                
                
                
                **(6,071,831**
                **)****Balance**
                  October
                    31, 2007
                
                
                **100,000**
                
                
                **100**
                
                
                **83,250,000**
                
                
                **83,250**
                
                
                **7,469,436**
                
                
                **(6,429,723**
                **)**
                
                **25,000**
                
                
                **(392,000**
                **)**
                
                **756,063**
 
 The
        accompanying notes are an integral part of these Interim financial
        statements.
  F-4
 
 **CANAM
        URANIUM CORP.**
 (An
        Exploration Stage Company)
 **INTERIM
        STATEMENT OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO January 31,
        2008**
 **(unaudited)**
 Preferred
                    Stock,
                  Series
                    B
                
                Common
                    Stock
                
                Additional
                  Paid
                    in
                  Capital
                
                Accumulated
                    Earnings (Deficit) (Restated Note -10)
                
                Share
                    Subscriptions Received in Advance
                
                Subscription
                    Receivable
                
                Stockholders’
                    Equity (Restated Note - 11)Number
                  of
                  Shares
                
                Par
                  Value
                
                Number
                    of shares
                
                Par
                  Value$
                
                
                
                $
                
                $
                
                $
                
                $
                
                $
                
                **$****Balance**
                  October
                    31, 2007
                
                
                **100,000**
                
                
                **100**
                
                
                **83,250,000**
                
                
                **83,250**
                
                
                **7,469,436**
                
                
                **(6,429,723**
                **)**
                
                **25,000**
                
                
                **(392,000**
                **)**
                
                **756,063**Subscription
                    received
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                102,000
                
                
                **102,000**Capital
                    issued for Mineral Properties
                
                
                
                
                
                
                
                
                1,000,000
                
                
                1,000
                
                
                199,000
                
                
                -
                
                
                -
                
                
                -
                
                
                **200,000**Capital
                    issued for services
                
                
                
                
                
                
                
                
                1,680,000
                
                
                1,680
                
                
                275,320
                
                
                
                
                
                
                
                
                
                
                
                **277,000**Capital
                    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
                )
                
                **170,000**Capital
                    issued for prepaid consulting
                
                
                
                
                
                
                
                
                3,000,000
                
                
                3,000
                
                
                227,000
                
                
                
                
                
                
                
                
                
                
                
                **230,000**Vested
                    portion of option benefit
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                185,318
                
                
                
                
                
                
                
                
                
                
                
                **185,318**January
                    2008 option benefit
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                8,426
                
                
                
                
                
                
                
                
                
                
                
                **8,426**Net
                    loss for the period ended January 31, 2008
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (832,655
                )
                
                
                
                
                
                
                
                **(832,655**
                **)****Balance**
                  January
                    31, 2008
                
                
                
                
                
                
                
                
                **92,430,000**
                
                
                **92,430**
                
                
                **8,761,000**
                
                
                **7,262,378**
                
                
                **25,000**
                
                
                **(420,000**
                **)**
                
                **1,196,152**
  The
        accompanying notes are an integral part of these Interim financial
        statements.
  F-5
 
 **CANAM
        URANIUM CORP.**
 (An
        Exploration Stage Company)
 **INTERIM
        STATEMENTS OF CASH FLOWS**
 **(unaudited)**
 
 For the three
                month period
                ended
                January 31,
                2008
              
              For the three
                month period
                ended
                January 31,
                2007
              
              June 7, 2004
                (inception) to
                January
                  31,
                2008**CASH
                  FLOWS USED IN OPERATING ACTIVITIES**Net
                  loss for the period
              
              $
              (832,655
              )
              $
              (552,953
              )
              $
              (7,262,378
              )Adjustment
                  to reconcile net loss to net cash from operating
                  activities:-stock
                  option benefit
              
              
              8,426
              
              
              -
              
              
              2,243,091-
                  debenture option
              
              
              -
              
              
              -
              
              
              302,673-depreciation
              
              
              80
              
              
              60
              
              
              785-Stock
                  issued for financing fees
              
              
              67,398
              
              
              -
              
              
              716,898-
                  stock issued for services
              
              
              277,000
              
              
              147,500
              
              
              1,339,847-
                  interest
              
              
              9,094
              
              
              2,084
              
              
              9,094-
                  other non cash expenditures
              
              
              288,071
              
              
              -
              
              
              288,071Increase
                  (decrease) in prepaid expense
              
              
              55,189
              
              
              2,500
              
              
              -Increase
                  (decrease) in accounts payable and accrued liabilities
              
              
              (72,515
              )
              
              19,390
              
              
              378,023**NET
                  CASH USED IN OPERATING ACTIVITIES**
              
              
              (199,912
              )
              
              (381,419
              )
              
              (1,983,896
              )**CASH
                  FLOWS USED IN INVESTING ACTIVITY**Acquisition
                  of fixed assets
              
              
              -
              
              
              -
              
              
              (1,200
              )Acquisition
                  of mineral properties
              
              
              -
              
              
              -
              
              
              (291,069
              )**NET
                  CASH FLOWS USED IN INVESTING ACTIVITY**
              
              
              -
              
              
              -
              
              
              (292,269
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  on issuance of common stock
              
              
              102,000
              
              
              54,250
              
              
              877,550Proceeds
                  on exercise of option
              
              
              -
              
              
              -
              
              
              600,000Increase
                  in note and debentures payable
              
              
              -
              
              
              -
              
              
              795,000Related
                  party advances
              
              
              -
              
              
              -
              
              
              5,720**NET
                  CASH PROVIDED BY FINANCING ACTIVITIES**
              
              
              102,000
              
              
              54,250
              
              
              2,278,270**(DECREASE)
                  INCREASE IN CASH**
              
              
              (97,912
              )
              
              (327,169
              )
              
              2,105**CASH,
                  BEGINNING OF PERIOD**
              
              
              100,017
              
              
              306,921
              
              
              -**CASH,
                  END OF PERIOD**
              
              $
              2,105
              
              $
              (20,248
              )
              $
              2,105**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 FINANCIAL STATEMENTS**
 **JANUARY
        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.
 
 January
                  31,
                2008
              
              October
                  31,
                2006Deficit
                  accumulated during the exploration stage
              
              $
              7,262,378
              
              $
              6,429,723Working
                  capital (deficiency)
              
              $
              (614,537
              )
              $
              (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-QSB of Regulation S-B. 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 three months ended January31, 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. The Company’s
        fiscal year end is October 31.
 
 **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.
 
 **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)**
 
 **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
        October 31, 2007, 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.
 
 **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.
  F-8
  **NOTE
        2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)**
 
 **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 October 31, 2007 the Company had net operating
        loss
        carry-forwards; however, due to the uncertainty of realization, the Company
        has
        provided a full valuation allowance for the 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 October 31, 2007, the Company had no items of other
        comprehensive income.
  **RECENT
        ACCOUNTING PRONOUNCEMENTS**
  In
        March
        2006, the FASB issued SFAS No. 156, " *Accounting
        for Servicing of Financial Assets* ",
        which
        amends SFAS No. 140 " *Accounting
        for Transfers and Servicing of Financial Assets and Extinguishments of
        Liabilities* ".
        SFAS
        No. 156 may be adopted as early as 1 January 2006, for calendar year-end
        entities, provided that no interim financial statements have been issued.
        Those
        not choosing to early adopt are required to apply the provisions as of the
        beginning of the first fiscal year that begins after 15 September 2006 (e.g.
        1
        January 2007, for calendar year-end entities).  The intention of the new
        statement is to simplify accounting for separately recognized servicing assets
        and liabilities, such as those common with mortgage securitization activities,
        as well as to simplify efforts to obtain hedge-like accounting.
 
 In
        September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS
        No. 157”). SFAS 155 establishes a framework for measuring fair value and expands
        disclosures about fair value measurements. The changes to current practice
        resulting from the application of this statement relate to the definition
        of
        fair value, the methods used to measure fair value, and the expanded disclosures
        about fair value measurements. The statement is effective for fiscal years
        beginning after November 15, 2007 and interim periods with those fiscal
        years.
  F-9
  In
        September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
        Defined
        Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements
        No. 87, 88, 106 and 132(R)" (SFAS 158"). SFAS 158 requires an employer that
        sponsors one or more single-employer defined benefit plans to (a) recognize
        the
        overfunded or underfunded status of a benefit plan in its statement of financial
        position, (b) recognize as a component of other comprehensive income, net
        of
        tax, the gains or losses and prior service costs or credits that arise during
        the period but are not recognized as components of net periodic benefit cost
        pursuant to SFAS 87, "Employers' Accounting for Pensions", or SFAS 106,
        "Employers' Accounting for Postretirement Benefits Other Than Pensions",
        (c)
        measure defined benefit plan assets and obligations as of the date of the
        employer's fiscal year-end, and (d) disclose in the notes to financial
        statements additional information about certain effects on net periodic benefit
        cost for the next fiscal year that arise from delayed recognition of the
        gains
        or losses, prior service costs or credits, and transition asset or obligation.
        SFAS 158 is effective for the Company's fiscal year ending December 31, 2007.
        The adoption of SFAS No. 158 is not expected to have a material impact on
        the Company's financial position, results of operations or cash
        flows.
  In
        June
        2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income
        Taxes”.  The interpretation clarifies the accounting for uncertainty
        in income taxes recognized in a company’s financial statements in accordance
        with Statement of Financial Accounting Standards No. 109, “Accounting for Income
        Taxes”.  Specifically, the pronouncement prescribes a recognition
        threshold and a measurement attribute for the financial statement recognition
        and measurement of a tax position taken or expected to be taken in a tax
        return.  The interpretation also provides guidance on the related
        derecognition, classification, interest and penalties, accounting for interim
        periods, disclosure and transition of uncertain tax position.  The
        interpretation is effective for fiscal years beginning after December 15,
        2006.  The adoption of FIN 48 is not expected to have a material
        impact on the Company’s financial position, results of operations or cash flows;
        however, the Company is still analyzing the effects of FIN 48.
  In
        September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
        "Considering the Effects of Prior Year Misstatements when Quantifying
        Misstatements in Current Year Financial Statements." SAB No. 108 addresses
        how
        the effects of prior year uncorrected misstatements should be considered
        when
        quantifying misstatements in current year financial statements. SAB No.108
        requires companies to quantify misstatements using a balance sheet and income
        statement approach and to evaluate whether either approach results in
        quantifying an error that is material in light of relevant quantitative and
        qualitative factors. SAB No. 108 is effective for periods ending after November
        15, 2006. The adoption of this statement did not have a material effect on
        the
        Company's reported financial position or results of operations. In addition,
        the
        FASB and Emerging Issues Task Force ("EITF") have issued a variety of
        interpretations including the following interpretations with wide
        applicability:
  The
        adoption of these new pronouncements is not expected to have a material effect
        on the Company’s financial position or results of operations.
 
 **NOTE
        3 –RESOURCE PROPERTY ACQUISITION COSTS**
 
 The
        Company has capitalized acquisition costs on these mineral properties as
        follows:
 
 **January 31, 2008**
              
              **October 31, 2007**Wheeler Beckett
              
              $
              289,422
              
              $
              189,422OK
                  Lake
              
              
              82,843
              
              
              82,843Reilly
                  Uranium
              
              
              38,705
              
              
              38,705Don
                  McCarthy
              
              
              1,310,000
              
              
              1,210,000Bancroft
              
              
              89,199
              
              
              89,199$
              1,810,169
              
              $
              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.
  F-10
  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 is re-negotiating the terms of the amended
        option
        agreement with El Nino.
  **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, totalling 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.
  **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.
  F-11
  **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 authorized 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.
 
 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.
 
 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
 
 **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 President and CEO. Total payments until January 31 2008
        were
        $10,175 (2007 $14,306).
 
 During
        the three months ended January 31, 2008 Directors of the Company were paid
        $38,000 (2007 $nil).
 
 **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 $370,000.
 
 **NOTE
        7 – NOTE 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-12
  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 is currently in default of the terms of this
        note.
 
 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.
 
 **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 October 31, 2007 (2006
        -
        Nil):
  **Exercise
                  price**
              
              **Number**
                **of
                  options**
              
              **Remaining**
                **contractual
                  life**
                **(years)**0.07
              
              
              3,000,000
              
              
              9.970.09
              
              
              1,000,000
              
              
              9.951.19
              
              
              2,500,000
              
              
              9.
                  080.60
              
              
              100,000
              
              
              9.
                  410.26
              
              
              200,000
              
              
              9..666,800,000
 
 Changes
        in the Company’s stock options for the year ended October 31, 2007 are
        summarized below:
 
 **Number**
              
              **Weighted
                  Avg.**
                **Exercise
                  Price**Balance,
                  beginning of year
              
              
              3,466,667
              
              $
              0.97Granted
              
              
              4,000,000
              
              $
              0.075Exercised
              
              
              -
              
              
              -Expired
              
              
              666,667
              
              
              -Balance,
                  end of year
              
              
              6,800,000
              
              $
              0.53
 
 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 during the period ended January
        31,
        2008 was between $0.05 and $0.04.
  F-13
  **NOTE
        9 – SUBSEQUENT EVENTS**
  Subsequent
        to January 31, 2008:
 
 The
        company was received notice of default on its Bancroft mineral property option
        agreement. The company has 45 days from receipt of the notice to remedy the
        default. In the event that the default is not remedied the option agreement
        will
        terminate.
  F-14
  **ITEM
        2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
        OPERATIONS.**





**MANAGEMENT’S
      DISCUSSION AND ANALYSIS**




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-QSB. 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.





*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, shareholders’ capital and
      working capital deficit of $7,262,378, $1,196,152 and $614,537 respectively,
      at
      January 31, 2008 and have a net loss and cash used in operations of $832,655
      and
      $199,912, respectively, for the quarter ended January 31, 2008. Additionally,
      we
      had an accumulated deficit and a working capital deficit of $946,159, and
      $20,248, respectively, at January 31, 2007 and have a net loss and cash used
      by
      operations of $552,953 and $381,419, respectively, for the quarter ended January
      31, 2007.





While
      we
      were attempting to generate revenues, we did not generate revenues through
      January 31, 2008. During the quarter ended January 31, 2008, the Company sold
      shares of common stock for net proceeds of $102,000. For the quarter ended
      January 31, 2007, the Company had no borrowings. 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:


4




*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.





RESULTS
      OF OPERATIONS





NET
      REVENUES





For
      the
      quarter ended January 31, 2008, CanAm recorded $0
      of revenues,
      compared to $0 of
      revenues for the quarter ending January 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.





On
      November 9, 2007, the Company agreed with a note holder to convert $100,000
      of
      the outstanding balance to common stock in CanAm Uranium Corp. It was agreed
      that 2,000,000 shares, restricted under Rule 144, would be issued fir the
      outstanding note. The shares were issued on that date.





On
      December 20, 2007, the Company amended its agreement with El Nino Ventures.
      Under the agreement, the company agreed to pay the outstanding balance for
      work
      done on the property by January 31, 2008, (approximately $190,000) as well
      as a
      payment of $200,000 to acquire an 80% interest in the property by the same
      date.


5





OPERATING
      EXPENSES





For
      the
      quarter ended January 31, 2008, operating expenses which includes mining
      exploration costs, consulting fees, professional fees and other selling, general
      and administrative, were $832,655 compared to $552,953 for the quarter ended
      January 31, 2007, an increase of $297,702 or 50.6%.





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





1.
            Mining
                property development decreased from $452,716 in the period ending
                January
                31, 2007, to $55,597 in the period ending January 31, 2008, a decrease
                of
                $397,119, or88%.
                This was due to the fact that the company significantly decreased
                its
                property acquisition and expenditure activity during the
                quarter.





·
            Professional
                fees increased to $438,548 for the quarter ended January 31, 2008
                as
                compared to $68,594 for the quarter ended January 31, 2007, an increase
                of
                $369,954 or 540%. This increase is primarily related to an increase
                in
                accounting fees associated with the audit of our financial statements,
                and
                legal expenses associated with other general corporate matters, and
                the
                employment of various specialist
                consultants.





General
      and administrative expenses increased to $338,510 for the quarter ended January
      31, 2008 from $31,643 for the quarter ended January 31, 2007, an increase of
      $306,867 or 970%.





Rent
      expense increased to $10,175 for the quarter ended January 31, 2008 from $0
      for
      the quarter ended January 31, 2007, an increase of $10,170. The increase in
      rent
      was attributable to additional lease of office spaces which commenced in March
      2007.








LOSS
      FROM
      OPERATIONS





We
      reported loss from operations of $832,655 for the quarter ended January 31,
      2008
      as compared to a loss from operations of $552,953 for the quarter ended January
      31, 2007, an increase of $279,702 or approximately 50.6%.




·  Interest
      Expense was $13,714 or for the quarter ended January 31, 2008 as compared to
      none in the quarter ended January 31, 2007 which reflects an increase in our
      notes payable to certain security holders.





OVERALL





We
      reported a net loss for the quarter ended January 31, 2008 of $832,655 compared
      to a net loss for the quarter ended January 31, 2007 of $552,953. This
      translates to an overall basic and diluted per-share loss available to
      shareholders of $.01 for the quarter ended January 31, 2008, compared to basic
      and diluted per-share loss of $.01 for the quarter ended January 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 January 31, 2008, we had a cash balance of $2,105 and working capital deficit
      of $614,537. Our current assets primarily include $224,500 of prepaid expenses.
      Our current liabilities primarily consist of approximately $318,501 of 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.





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.


6




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.





**PLAN
      OF OPERATIONS**





As
      of
      January 31, 2008, we had cash reserves of approximately $2,105.





We
      have
      not determined our plan with respect to our Wheeler-Beckett, Don MacCarthy,
      Bancroft, 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.





The
      suggested plan to explore the Bancroft Claims has been budgeted at $500,000,
      to
      include further drilling of the properties and development of the property,
      if
      we come to a plan to explore the Bancroft 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.





If
      we
      come up with a plan to explore our Don MacCarthy, OK Lake 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.





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.


7





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 January 31, 2008.
       We cannot estimate when we will begin to realize any revenue.




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 possibly
      to develop and explore our Bancroft Prospect in Ontario Canada. Our plans for
      the next twelve months are very uncertain and dependent on negotiations with
      El
      Nino Ventures Inc and dependent on Northwind Resources for property payment
      extensions. There are no work programs planned for the other properties within
      the next 12 months, unless done so in a Joint Venture.





**Bancroft
      Properties**





We
      currently do not have the funds to pay for a work program.  We are
      obligated to pay $380,000 further costs to acquire 80% of the Bancroft property
      and to keep it in good standing. However if we receive adequate financing we
      do
      intend on utilizing them on a work program. We could fund the work program
      up to
      $500,000 if we are able to raise adequate equity; or we could jointly fund
      the
      work program with a partner.  If we do not come to a contractual agreement,
      then CanAm will lose its interest in the property, and have no further work
      commitments or program.





A
      full
      geological and geochemical report would likely be developed on current
      properties that have recently been worked on and likely a plan of operations
      would consist of drilling up to 10 holes to assist in defining economic uranium
      mineralization. The progress report on the geological, radiometric and
      geochemical investigation and summary of drilling results on the Bancroft
      Properties could assist in further financing and joint ventures.





Our
      intended plan of operations for the next twelve months is 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 the Bancroft Property.
   There is no assurance that we will be able to raise adequate
      capital.





Putting
      the probable and proven mineralization of the Bancroft into production will
      be
      materially dependent upon our ability to satisfy additional financing
      requirements. We are reviewing our options to raise equity capital. We have
      held
      and will continue to conduct negotiations with various investors. 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.





Based
      on
      the amended agreement with El Nino Ventures, we are required to pay $380,000
      for
      the past years work program and $200,000 as a balloon payment to earn 80%
      interest and be in good standing for the next 12 months. $25,000 of which was
      paid. (The Agreement was signed on December 20, 2007, and the payment of $25,000
      was made at that time. The company is in default of the amendment as the
      payments, due January 31, 2008, have not yet been made as the Company was served
      notice of default on March 7, 2008. The company has until April 22 to remedy
      this default.


8




**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
      require to make a $50,000 payment to remain current for the 100% interest in
      the
      Wheeler-Beckett property within the next 12 month period.





**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


OK
      Lake
      Property to carry out exploration expenditures of $50,000 on or before November
      30, 2008 or issue 500,000 shares at the companies election





We
      have
      not initiated any exploration activities on these properties as of the date
      of
      this Annual 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.





**Subsequent
      Events**





On
      March
      1, 2008, the Company entered into a settlement agreement with Confederated
      Capital with respect to its $200,000 note outstanding. The Company agreed to
      settle the note by transferring ownership of two of the eleven claims it owns
      on
      the Wheeler Beckett claims in Saskatchewan. The outstanding accrued interest
      of
      $110,000 is to be repaid by September 1, 2008, and this amount will bear
      interest at the rate of 8$ per annum. If this is not repaid as of that date,
      the
      Company will incur an additional penalty of $50,000.





On
      March
      7, 2008, the Company was served notice by El Nino Ventures Inc. That it was
      in
      default on the Bancroft property, in that it had failed to make payment by
      January 31, 2008 as agreed. The Company has 45 days from receipt of the default
      notice to remedy the default.





On
      March
      10, the Company entered into an agreement with Geomode Mineral Explorations
      to
      extend the payment date on the Don McCarthy claims from February 28, 2008 to
      April 15, 2008. The Company will incur a $5,000 penalty as the cost of that
      extension.





**ITEM
      3. CONTROLS AND PROCEDURES.**





As
      of the
      period covered by this report, Canam carried out an evaluation, under the
      supervision and with the participation of its management, including David Hayes,
      Canam’s Chief Financial Officer, of the design and operation of its disclosure
      controls and procedures. Based on this evaluation, Canam’s Chief Financial
      Officer concluded that Canam’s disclosure controls and procedures are effective
      for the gathering, analyzing and disclosing of information that Canam is
      required to disclose in the reports it files under the Securities Exchange
      Act
      of 1934, as amended (the “Exchange Act”), within the time periods specified in
      the SEC’s rules and forms. There have been no significant changes in Canam’s
      internal controls or in other factors that could significantly affect the
      internal controls subsequent to the date of this evaluation.





**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.


9


**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.**





REGULATION
      FD DISCLOSURE





CanAm
      Uranium issued a press release on March 18, 2008, attached hereto as Exhibit
      99.1, announcing the public availability of the airborne EM survey images of
      the
      Wheeler-Beckett and Don McCarthy Properties with comments on the Survey by
      third
      party geologist Peter Wallcott and Associates. This information is not deemed
      to
      be “filed” for the purposes of Section 18 of the Securities Exchange Act of
      1934, as amended, and is not incorporated by reference into any Securities
      Act
      registration statements.





**ITEM
      6. EXHIBITS.**





Reference
      is made to the “Index of Exhibits” following the signature page, which is hereby
      incorporated into this Item.





**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:
                March 24, 2008
            By:
            /s/
                David C. HayesName:
                David C. HayesTitle:
                President and Chief Executive
                Officer


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**EXHIBIT
      INDEX**








Exhibit
              Number
            
            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).3.2.1
            
            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 purasuant 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 2002.99.1
            
            Press
                release on March 18, 2008 announcing the public availability of the
                airborne EM survey images of the Wheeler-Beckett and Don McCarthy
                Properties with comments on the Survey by third party geologist Peter
                Wallcott and Associates.




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