UNITED
STATES


SECURITIES
AND EXCHANGE
COMMISSION


Washington,
D.C. 20549





FORM
10-KSB





(Mark
One)





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





For the
fiscal year ended December 31, 2007.





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





For the
transition period from ________ to _________




Commission
File No. 0-50366








Bancroft
Uranium,
Inc.


(Name of
small business issuer in its charter)





Nevada
            
            94-3409449(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)8655
      East Via De Ventura, Suite G200, Scottsdale, AZ
            
            85258(Address
      of principal executive offices)
            
            (Zip
      Code)








Issuer’s telephone number (480) 346-1460





Securities
registered under Section 12(b) of the Exchange Act:





None





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock, $0.001 par value


(Title of
Class)





Check
whether the issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [X]    No [
 ]








Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [  ]





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




Revenues
for the fiscal year ended December 31, 2007 were $0.




The
aggregate market value of our voting stock held by non-affiliates computed by
reference to the last reported sale price of such stock as of April 15, 2008,
was $36,942,400.  As of April 15, 2008, the registrant had outstanding
46,178,000 shares of common stock, par value $0.001, of which there is only a
single class.





DOCUMENTS
INCORPORATED BY REFERENCE





None





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








2


TABLE
OF CONTENTS





Page
              NumberPART
      IITEM
      1.
            Description
      of Business.
            4ITEM
      2.
            Description
      of Property.
            11ITEM
      3.
            Legal
      Proceedings.
            12ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders.
            12PART
      IIITEM
      5.
            Market
      for Common Equity and Related Stockholder Matters.
            12ITEM
      6.
            Management’s
      Discussion and Analysis or Plan of Operation.
            13ITEM
      7.
            Financial
      Statements.
            F-1ITEM
      8.
            Changes
      In and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            24ITEM
      8A.
            Controls
      and Procedures.
            24ITEM
      8B.
            Other
      Information.
            24PART
      IIIITEM
      9.
            Directors,
      Executive Officers, Promoters and Control Persons, Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act.
            25ITEM
      10.
            Executive
      Compensation.
            27ITEM
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            28ITEM
      12.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            28ITEM
      13.
            Exhibits.
            29ITEM
      14.
            Principal
      Accountant Fees and Services.
            30









3




SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS





This Form
10-KSB, press releases and certain information provided periodically in writing
or verbally by our officers or our agents contain statements which constitute
forward-looking statements. The words “may”, “would”, “could”, “will”, “expect”,
“estimate”, “anticipate”, “believe”, “intend”, “plan”, “goal”, and similar
expressions and variations thereof are intended to specifically identify
forward-looking statements. These statements appear in a number of places in
this Form 10-KSB and include all statements that are not statements of
historical fact regarding the intent, belief or current expectations of us, our
directors or our officers, with respect to, among other things: (i) our
liquidity and capital resources; (ii) our financing opportunities and plans;
(iii) our ability to generate revenues; (iv) competition in our business
segments; (v) market and other trends affecting our future financial condition
or results of operations; (vi) our growth strategy and operating strategy; and
(vii) the declaration and/or payment of dividends.





Investors
and prospective investors are cautioned that any such forward-looking statements
are not guarantees of future performance and involve risks and uncertainties,
and that actual results may differ materially from those projected in the
forward-looking statements as a result of various factors. The factors that
might cause such differences include, among others, those set forth in Part II,
Item 6 of this annual report on Form 10-KSB, entitled Management’s Discussion
and Analysis or Plan of Operation, including without limitation the risk factors
contained therein. Except as required by law, we undertake no obligation to
update any of the forward-looking statements in this Form 10-KSB after the date
of this report.





PART
I





ITEM
1. DESCRIPTION OF BUSINESS.





OVERVIEW





We are an
exploration stage mineral resources company.  Our assets consist of
three mineral properties in Ontario, Canada to which we have mineral exploration
rights through our wholly owned Canadian subsidiary.  Since October,
2007, we have actively been engaged in planning for and exploring the uranium
deposits on our Monmouth property in Ontario, Canada.  We operate from
an office in Scottsdale, Arizona, on our mining properties in Ontario, Canada
and at the offices of our Chief Executive Officer in Victoria, British Columbia,
Canada.  We have never derived any revenues.





CORPORATE
HISTORY AND DEVELOPMENT





We were
incorporated in the State of Nevada on October 12, 2001 as Conscious Intention,
Inc.  From inception through September 30, 2005, the Company was
engaged in the business of developing executive coaching support materials to be
sold on–line, which was developed by our founder and then sole officer and
director, Ms. Sylva Leduc. We intended to seek financing to implement this plan
and to acquire certain software being developed by Ms.
Leduc.   As financing was not forthcoming, in June, 2005, our
former CEO, Ms. Leduc, sold the software business to John Wiley and Sons, Inc.,
financial publishers, so we were unable to acquire the software from Ms.
Leduc.  Ms. Leduc had no previous relationship to John Wiley and Sons
other than selling the software product, which she owned through an unrelated
private company, to them.  On November 10, 2005, Ms. Leduc sold the
substantial portion of her interest in the Company to Mr. Andrew Hamilton,
appointed him as Sole Officer and Director of the Company and resigned from all
of her positions and offices at the Company. Mr. Hamilton attempted to conduct a
management consulting business in the Company, but was not successful in
attracting financing or customers. In June, 2007, Mr. Hamilton abandoned his
efforts to secure financing for the Company and began looking for a new
direction.  In August, 2007, shareholders of the Company voted to
amend the articles of incorporation to give the board of directors authority to
change the corporation’s name and to increase the authorized shares to
500,000,000. This change was effective September 21, 2007.





4


On
September 14, 2007, the Company entered into the a Share Purchase Agreement
(“Agreement) with 2146281 Ontario Limited, a private Canadian corporation with
interests in three mineral properties in Ontario, Canada, in the townships of
Monmouth, Elliot Lake and Longlac.  The Agreement provided that the
Company would acquire 100% of the issued and outstanding shares of Ontario
Limited, including thereby ownership of the mineral interests, for payment of a
7% net mineral royalty and 1,250,000 shares of the Company’s common stock, after
the forward split described below.  The mineral rights interests also
require additional cash payments which the Company will have to
make.





To
indicate our new business focus and in anticipation of the Closing of the
Agreement, we filed an amendment to our Articles of Incorporation with the
Nevada Secretary of State on September 21, 2007 which changed our name to
“Bancroft Uranium Inc” and increased our authorized capital stock from
10,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of
common stock, par value $0.001.





On
October 1, 2007 we effected a 52 for 1 forward stock split.  The
forward stock split was effective immediately prior to the opening of business
on October 1, 2007.  Subsequent to the stock split, we issued
1,250,000 shares of our common stock to the former holders of our mineral claims
as partial payment for those claims.





On
October 3, 2007, the Company completed its acquisition of the Canadian
corporation and began its mineral exploration efforts.  The sole
business of the company is mineral exploration.  The Company’s current
business consists of mineral rights leases which it owns on three properties in
Canada.  The Company intends to develop these properties so that
uranium can be extracted from the properties.





Our
Canadian subsidiary, 2146281 Ontario Inc., was formed in August, 2007 for the
purpose of exploiting three mineral properties in Ontario,
Canada.  Through our subsidiary, Bancroft controls an extensive
regional resource totaling over 9,000 acres of mineral claims in Ontario, Canada
that are prospective for uranium. 2,700 acres are currently under lease and
being explored at the Monmouth Project. Uranium was discovered at this prospect
in the early 1950s when prices were less than $10.00 per pound. The area where
this claim is located is well known for its long history in uranium mining,
having produced a total of 14,862,653 lbs U3O8 between 1956 and 1982 from four
local mines.





The
Monmouth project was initially drilled during a program completed in the late
1960s to a total of 44 drill holes. Drilling was concentrated in rocks that
contain Uranium crystals in a limestone skarn. In 1968, an engineering report by
S.W. Evans was filed as a listing prospectus to the Toronto Stock Exchange for
Northern Nuclear, the owner at that time. The report estimated from drill
results the potential of 2 million tons containing 0.045% (0.9 pounds per ton)
or 1,800,000 pounds of U3O8.  There has been no test to date using
modern methods for verifying the extent of mineral deposits and there can be no
assurance that these previous tests can be relied upon in any way.





5


We have
not yet begun developing our Elliot Lake and Longlac properties.





PRINCIPAL
PRODUCTS AND SERVICES





We are an
exploration stage mineral exploration company currently engaged in the process
of evaluating mineral exploration opportunities and verifying the uranium
deposits contained on our existing mineral properties.  If we are
successful in verifying a commercially viable amount of Uranium ore on our
properties and bringing our geological data into compliance with modern
standards, then we intend to extract this ore and cause it to be refined and
sold to end consumers of uranium by means of a joint venture with a consumer or
refiner, by means of selling the uranium resource in situ, or by means of an
agreement to sell the refined ore to a specific end user, among other
strategies.





PRINCIPAL
MARKETS





We intend
to compete in the market for mineral exploration and exploitation of mineral
resources, specifically within the field of uranium exploration and
extraction.  There are a relatively small number of end-user consumers
of uranium, consisting largely of nuclear power plants and
governments.  We intend to sell our uranium ore, if successfully
extracted, to a Canadian consumer of uranium.  We do not currently
have any arrangements or understandings with such a consumer.





The
Uranium Industry




Uranium
(U3O8) is one of
the more common elements in the Earth's crust—about 40 times more common than
silver and 500 times more common than gold.  It occurs in concentrated
deposits called skarns which intrude into the existing rock formations, such as
limestone.  When it is separated from the surrounding rock, by gravity
separation, in situ methods, or otherwise, it can be refined or converted into a
more concentrated form known as yellowcake.  Yellowcake can be
processed to make fuel rods which are used by nuclear power plants to make
electricity.




Demand
for Uranium Generally




Demand
for uranium in the United States, Canada, and Western Europe has increased
steadily over the past 35 years, from 18,000,000 pounds per year in 1970, to
160,000,000 pounds in 2005 (figures are approximate).  These numbers
are before considering nuclear reactors in the former Soviet bloc, South America
or Asia.  The world is experiencing another wave of new nuclear plants
being built: Finland and France are each building one; China alone has ordered
four additional plants from Westinghouse and expressed interest in two plants of
European design; and further construction is planned in Russia, India, and other
nations of Asia.


6









Source:
The Ux Consulting Company, LLC




This
increased demand has affected uranium’s price on the world
market.  Between 1987 and 2004, spot prices fluctuated between
approximately $6-$16 per pound of U3O8.  Prices
during 2004-2006 increased from approximately $15-$35 per
pound.  During 2006-2007, prices climbed as high as $136 at June 25,
2007.


7







©UxC, The
Ux Consulting Company, LLC




Generally
speaking, uranium exploration activities include (i) prospecting, looking at the
land’s surface structure and taking readings with a sciutollmeter, a device that
detects the radioactive signature of uranium; (ii) geological mapping of
surface rock outcroppings; (iii) surface trenching of outcroppings, removing the
earth, brush, and trees from the underlying rock formations; (iv) sampling and
assaying of underlying rock and performing geochemical analysis thereof; (v)
line cutting comprised of cutting a grid through trees and brush;
(vi) diamond drilling of exploratory vertical drill holes between 500-1,000
feet deep and analyzing the cores; and (vii) metallurgical analysis of small
scale bulk sampling of prospective areas of the underlying rock.





Government
approval and regulation of our principal products or services




The
Canadian federal government requires that Ontario Limited spend approximately
Cdn$500 ($487 USD) per acre (or approximately Cdn$800,000 ($779,360 USD) in the
aggregate for Monmouth) in exploration and development to maintain its claim in
good standing.  Failure to maintain a claim in good standing results
in forfeiture of the claim to the government.  Our proposed business
will be affected by numerous laws and regulations, including energy,
conservation, tax and other laws and regulations relating to the
industry.  Any extraction operations will require permits or
authorizations from federal, provincial or local agencies.











8


Costs
and effects of compliance with environmental laws




Various
levels of governmental controls and regulations address, among other things, the
environmental impact of mineral exploration and mineral processing operations
and establish requirements for decommissioning of mineral exploration properties
after operations have ceased.  With respect to the regulation of
mineral exploration and processing, legislation and regulations establish
performance standards, air and water quality emission standards and other design
or operational requirements for various aspects of the operations, including
health and safety standards.  Legislation and regulations also
establish requirements for decommissioning, reclamation and rehabilitation of
mineral exploration properties following the cessation of operations and may
require that some former mineral properties be managed for long periods of time
after exploration activities have ceased.





Our
exploration activities are subject to various levels of  regulations
relating to protection of the environment, including requirements for closure
and reclamation of mineral exploration properties.  As part of our
planned feasibility study, we would secure all necessary permits for our
exploration activities.  Obtaining such permits usually requires the
posting of bonds for subsequent remediation of trenching, drilling and bulk
sampling.  Delays in the granting of permits are not uncommon, and any
delays in the granting of permits may adversely affect our exploration
activities.  Additionally, necessary permits may be denied, in which
case we will be unable to pursue any exploration activities on our
properties.  It may be possible to appeal any denials of permits, but
any such appeal will result in additional delays and expense.





We do not
anticipate discharging water into active streams, creeks, rivers, lakes or any
other bodies of water without an appropriate permit.  We also do not
anticipate disturbing any endangered species or archaeological sites or causing
damage to our properties.  Re-contouring and re-vegetation of
disturbed surface areas will be completed pursuant to the applicable permits.
The cost of remediation work varies according to the degree of physical
disturbance.  It is difficult to estimate the cost of compliance with
environmental laws since the full nature and extent of our proposed activities
cannot be determined at this time.





In late
2002 the Government of Canada ratified the Kyoto Protocol, an international
agreement designed to manage greenhouse gas emissions which became effective on
February 16, 2005.  Other than as described in the 2005 Kyoto Plan,
relatively few details regarding its implementation in Canada have been provided
by the federal government. Numerous uncertainties regarding details of the Kyoto
Protocol's implementation remain and there can be no assurance that future rules
and regulations will not affect our ability to operate as planned. It may become
necessary to develop and install certain equipment to mitigate adverse effects
of rules and regulations on emission controls with a significant increase in
capital or operating costs. If emissions cannot be physically controlled or
mitigated to the satisfaction of new rules and regulations, tax or other fiscal
means may be introduced to penalize us or otherwise increase our operating
costs.





Changes
in environmental regulation could have an adverse effect on us from the
standpoint of product demand, product reformulation and quality, methods of
production and distribution and costs, and financial results.  For
example, requirements for cleaner-burning fuels could cause additional costs to
be incurred, which may or may not be recoverable in the
marketplace.  The complexity and breadth of these issues make it
extremely difficult to predict their future impact on us.  Management
anticipates that the implementation of new and increasingly stringent
environmental regulations will increase necessary capital expenditures and
operating expenses from present estimates.  Compliance with
environmental regulation can require significant expenditures and failure to
comply with environmental regulation will result in the imposition of fines and
penalties, liability for clean up costs and damages and the loss of important
permits.





9


ADVERTISING
AND MARKETING





We do not
currently market or advertise any products or services.  We intend to
engage in very limited marketing of our uranium ore to a select group of
end-user customers and joint venture partners, largely through the in person
efforts of our Chief Executive Officer and two consultants.  We
believe that these efforts, without any additional marketing or advertising,
will be sufficient to allow us to sell our uranium ore.  We have no
such sales arrangements in place currently.





COMPETITION





The
mineral exploration field is filled with substantial, well-financed,
multi-national competitors.  Because uranium ore is a commodity in
relatively short supply, the primary determining factor in competing in this
marketplace is our cost of extraction, transportation and ore
refining.  While we believe that our uranium ore, once verified, is
extractable at a price that is competitive with other companies, there can be no
assurance that this is the case and we will not know what our extraction costs
will be until we have extracted a representative sample of ore from the
property.  We believe that our transportation costs, which form a
significant portion of the cost of refined uranium, will be favorable as
compared to others because our properties happen to be located in close
proximity to refining facilities.  It is uncertain what our refining
costs will be, but we have no reason to believe that they will be different from
that of our competitors.  Our most difficult competitive pressure, is
the hiring of qualified contractors to drill, develop and extract the ore from
our site and related geologists and consultants.  In this area, our
competitors have significant advantage, as they have professional, full-time
staffs who can perform these functions and are in a position to pay more for
such services and to offer longer-term, more extensive engagements to service
providers.   Our competitors have enormous financial resources
and mineral extraction requires significant financial resources, often in the
tens of millions or hundreds of millions of dollars.  Because we have
barely enough financial resources to maintain our current exploration program
and cannot exploit the resources fully without a significant cash infusion, we
are at a substantial disadvantage with respect to our larger
competitors.





SIGNIFICANT
CUSTOMERS





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, we are not dependent on any one customer.  However, it is likely
that we will become dependent on one customer for our uranium ore or refined
uranium.  Because uranium is a commodity good and in relatively short
supply, we believe that we would be able to find alternative customers, were we
to lose our major customer, but the number of end user consumers of uranium is
relatively small and we will always be dependent, to a greater or lesser extent,
on one large customer or a few large customers.  There are no such
arrangements currently in place.





INTELLECTUAL
PROPERTY





OVERVIEW





We intend
to rely for our business on trade secrets in order to protect our intellectual
property.  Although intellectual property is not normally central to
the uranium extraction business, our maps, geological surveys, site data, ore
data, cost per ton to extract and other important information could prove useful
to our competitors and could damage our negotiating position with customers for
our ore, were such information to be compromised.





10


We cannot
be certain that the precautions we will take to safeguard trade secrets will
provide meaningful protection from unauthorized use. If we must pursue
litigation in the future to enforce or otherwise protect our intellectual
property rights, or to determine the validity and scope of the proprietary
rights of others, we may not prevail and will likely have to make substantial
expenditures and divert valuable resources in the process. Moreover, we may not
have adequate remedies if our intellectual property is appropriated or our trade
secrets are disclosed.





TRADEMARKS





We do not
currently have any trademarks in registration.





TRADE
SECRETS





Whenever
we deem it important for purposes of maintaining competitive advantages, we
require parties with whom we share, or who otherwise are likely to become privy
to, our trade secrets or other confidential information to execute and deliver
to us confidentiality and/or non-disclosure agreements. Among others, this may
include employees, consultants and other advisors, each of whom we may require
to execute such an agreement upon commencement of their employment, consulting
or advisory relationships. These agreements generally provide that all
confidential information developed or made known to the individual by us during
the course of the individual’s relationship with us is to be kept confidential
and not to be disclosed to third parties except under specific
circumstances.  However, because we rely on a number of third party
contractors, geologists and surveyors to assist us in our mineral exploration
work, we have very little assurance as a practical matter that any of the
confidential information regarding our mineral exploration activities will
remain confidential.  Loss of confidentiality could cause us
significant problems in negotiations with customers, refiners and
suppliers.





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, we have not executed confidentiality and/or non-disclosure agreements with
any of our key employees, consultants or advisors.





EMPLOYEES





For the
fiscal year ended December 31, 2007, we had three full-time employees and three
consultants.





We are
not subject to any collective bargaining agreements and believe that our
relationships with our employees and consultants are good.





ITEM
2. DESCRIPTION OF PROPERTY.





Our
principal executive offices are located at 8655 East Via De Ventura, Suite G200,
Scottsdale, AZ, which we lease on a month-to-month basis, although our primary
business activity is conducted on our mineral properties located in Ontario,
Canada. Our telephone number is (480) 346-1460.





11


ITEM
3. LEGAL PROCEEDINGS.





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, there were no pending material legal proceedings to which we were a party
and we are not aware that any were contemplated. There can be no assurance,
however, that we will not be made a party to litigation in the future. Any
finding of liability imposed against us is likely to have an adverse effect on
our business, our financial condition, including liquidity and profitability,
and our results of operations




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





No
matters were submitted to a vote of our stockholders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year ended
December 31, 2007.





PART
II




ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.





As of the
date of this annual report for the fiscal year ended December 31, 2007, our
common stock is listed on the OTC Bulletin Board under the symbol
BCFT.  No trades occurred in our stock until December,
2007.  The following table sets forth the high and low bid prices for
our common stock as reported each quarterly period within the last quarter on
the OTC Bulletin Board, and as obtained from BigCharts.com. The high and low
prices reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not necessarily represent actual transactions.





Quarter
      Ending
            
            High
      Price
            
            
            Low
      PriceDecember
      31, 2007
            
            $
            12.75
            
            
            $
            1.01





STOCKHOLDERS





As of
April 10, 2008, there were approximately 22 holders of record of our common
shares.





DIVIDENDS





From our
inception we have never declared or paid any cash dividends on shares of our
common stock and we do not anticipate declaring or paying any cash dividends in
the foreseeable future. The decision to declare any future cash dividends will
depend upon our results of operations, financial condition, current and
anticipated cash needs, contractual restrictions, restrictions imposed by
applicable law and other factors that our board of directors deem relevant.
Although it is our intention to utilize all available funds for the development
of our business, no restrictions are in place that would limit our ability to
pay dividends. The payment of any future cash dividends will be at the sole
discretion of our board of directors.





12


RECENT
SALES OF UNREGISTERED SECURITIES




There
were no previously unreported sales of unregistered securities during the fiscal
year ended December 31, 2007, however, as reported on our filing on Form 8K
dated December 10, 2008, we issued Secured, Convertible Debentures in a face
value amount of $3,750,000 to three institutional investors.  These
Debentures contained registration and other rights are secured by all of our
assets, including our Ontario mining claims.  The Debentures included
warrants to purchase 15,000,000 shares of our common stock at an exercise price
of $0.30 per share.  We issued these debentures at a 20% discount to
face value, meaning we only received $3,000,000 in gross proceeds and paid a
financing fee of $750,000, in addition to legal and bank fees of $30,075. The
holders of the debentures were entitled to withhold $250,000 of proceeds to
ensure the timely filings of the Canadian Security Interest Filings. This amount
has been recorded as a receivable at December 31, 2007 and the filings were made
by the Company in January 2008. Cash proceeds from the issuance of the
debentures, after these commissions and fees, were $2,719,925.  Out of
the cash proceeds from the debentures, we also paid a $300,000 commission and
issued warrants to purchase 1,500,000 shares to a placement agent who assisted
in this transaction.  The debentures are convertible into our common
stock at $0.25 per share, although because they were purchased at a discount,
the effective conversion price is $0.20 per share.  The debentures
require repayment beginning in December 2009. Interest of 8% is payable monthly
beginning January 2008 in either cash or the Company’s common shares, at the
option of the Company. For more information regarding the sale of the
debentures, please refer to the Form 8K referenced above.  We also
issued 1,250,000 common shares to the former mineral rights holders as we were
required to do under the terms of our acquisition of our Canadian mining
subsidiary.  We also issued a convertible promissory note to Gravhaven
Trust in exchange for a loan of $500,000.  The note was convertible,
at Bancroft Uranium’s option, into restricted common shares at $0.40 and bore
interest at 8.0% per annum. The principal on the note was paid in November 2007.
Unpaid interest as of December 31, 2007 was $6,667.





ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.





The
following discussion and analysis of our financial condition, results of
operations and liquidity should be read in conjunction with our financial
statements for the fiscal year ended December 31, 2007 and the related notes
appearing elsewhere in this annual report. Our financial statements have been
prepared in accordance with generally accepted accounting principles, and do not
contain any adjustments that might result if we were unable to continue as a
going concern, however, our independent registered public accounting firm has
added an explanatory paragraph to their report raising substantial doubt as to
our ability to continue as a going concern, which is further explained in Note 2
to the financial statements.




CRITICAL
ACCOUNTING POLICIES





Our
critical accounting policies, including the assumptions and judgments underlying
those policies, are more fully described in the notes to our financial
statements. We have consistently applied these policies in all material
respects. Investors are cautioned, however, that these policies are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially. Set forth below are the accounting
policies that we believe most critical to an understanding of our financial
condition, results of operations and liquidity.





Capitalization of
Development Costs - All acquisition and development costs (including
financing, salary and related overhead costs) incurred in connection with the
acquisition of the various uranium properties are capitalized. Exploration and
evaluation costs associated with uranium properties will be expensed as incurred
until such time that the existence of a commercially mineable uranium deposit is
confirmed. All properties with significant acquisition or incurred costs will be
evaluated for their realizability on a property-by-property basis. Any
impairment of such costs will be recognized through a reduction in the net
carrying value of the asset.





13


Depreciation and
Depletion -Depletion of uranium mineral interests, permits, licenses and
related development costs will be computed on a property-by-property basis using
the units-of-production methodbased on each projects pounds
of recoverable uranium. Depreciation and depletion will be provided on the
investment costs, net of salvage value, of the various uranium properties’
production plants and related equipment using the estimated production life of
the uranium reserves. During the periods that our facilities are not in
production, depletion on our mineral interests, permits, licenses and
development properties will be ceased. Depreciation and depletion of our plant
facilities, machinery and equipment would continue, at significantly reduced
amounts, in accordance with the level of stand-by activity being conducted at
each site. Other ancillary plant equipment and vehicles will be depreciated
using a straight line method based upon the estimated useful lives of the
assets.





Capitalization of
Interest-The
Company will capitalize interest cost with respect to properties undergoing
exploration or development activities that are not subject to depreciation or
depletion. The average interest rate on outstanding borrowings during the period
is used in calculating the amount of interest to be capitalized. No interest was
capitalized in the years ended December 31, 2007 and 2006.





Restoration and
Remediation Costs (Asset Retirement Obligations)-Various
federal and provincial mining laws and regulations require the Company to
reclaim the surface areas and restore underground water quality for its mine
projects to the pre-existing mine area average quality after the completion of
mining. In August 2001, the FASB issued Statement of Financial Accounting
Standards (“SFAS”) No. 143, “Accounting for Asset Retirement
Obligations,” which established a uniform methodology for accounting
for estimated reclamation and abandonment costs. The standard will be adopted by
the Company. Reclamation costs will be allocated to expense over the life of the
related assets and will be periodically adjusted to reflect changes in the
estimated present value resulting from the passage of time and revisions to the
estimates of either the timing or amount of the reclamation and remediation
costs. Because the Company has not begun its mining activity as of December 31,
2007, Management has determined that there is no reclamation obligation as of
December 31, 2007.





In
March 2005, the FASB issued Interpretation 47 (“FIN 47”), “Accounting for Conditional Asset
Retirement Obligations”—an interpretation of FASB No. 143. FIN 47
clarifies that the term “conditional asset retirement obligation” as used in
SFAS No. 143 refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within the
control of the entity. The obligation to perform the asset retirement
activity is unconditional even though uncertainty exists about the timing and/or
method of settlement. FIN 47 requires a liability to be recognized for the fair
value of a conditional asset retirement obligation if the fair value of the
liability can be reasonably estimated. FIN 47 was effective for fiscal years
ending after December 15, 2005.





Future
reclamation and remediation costs will be accrued based on management’s best
estimate at the end of each period of the costs expected to be incurred at each
project. Such estimates are determined by the Company’s engineering studies
calculating the cost of future of surface and groundwater
activities.





Revenue
Recognition for Uranium Sales-The
Company will deliver uranium to its customers at third-party conversion
facilities. The third-party converters will warehouse our uranium and will
transfer title to our customers via book transfer upon instructions supplied by
the Company. The Company will recognize revenue from the sale of uranium when
title to the uranium transfers and delivery is completed through such book
transfer, and payment is reasonably expected.


14


Impact of Recent
Accounting Pronouncements- In March 2005, the FASB
ratified Emerging Issues Task Force Issue No. 04-6, Accounting for Stripping Costs
Incurred during Production in the Mining Industry (EITF 04-6) which
addresses the accounting for stripping costs incurred during the production
phase of a mine and refers to these costs as variable production costs that
should be included as a component of inventory to be recognized in operating
costs in the same period as the revenue from the sale of inventory. The EITF
04-6 applies specifically to conventional mining operations (open pit
mining).





In
September 2006, FASB issued SFAS 157, Fair Value Measurements (FAS
157). The standard, effective for the Company on October 1, 2008, establishes a
recognized framework for measuring fair value, and expands disclosures related
to fair value inputs. No new fair value measurements are required. This standard
is generally to be applied prospectively and does not have an impact on earnings
or financial position.





In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, “Fair Value
Measurements” (“SFAS 157”), which defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and requires additional disclosures about fair value measurements. SFAS 157 aims
to improve the consistency and comparability of fair value measurements by
creating a single definition of fair value. The Statement emphasizes that fair
value is not entity-specific, but instead is a market-based measurement of an
asset or liability. SFAS 157 upholds the requirements of previously issued
pronouncements concerning fair value measurements and expands the required
disclosures. This Statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007, however earlier application
is permitted provided the reporting entity has not yet issued financial
statements for that fiscal year.  In February 2008, the FASB issued
FASB Staff Position No. 157-2 which extended the effective date for certain
non-financial assets and non-financial liabilities to fiscal years beginning
after November 15, 2008.  The Company does not believe that the
adoption of SFAS 157 will have a material effect on its consolidated financial
statements.





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, and
SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements. SFAS No. 141(R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. SFAS No. 160 clarifies that a non-controlling interest in
a subsidiary should be reported as equity in the consolidated financial
statements, consolidated net income shall be adjusted to include the net income
attributed to the non-controlling interest and consolidated comprehensive income
shall be adjusted to include the comprehensive income attributed to the
non-controlling interest. The calculation of earnings per share will continue to
be based on income amounts attributable to the parent. SFAS
No. 141(R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. The Company has not yet determined the effect on our
consolidated financial statements, if any, upon adoption of SFAS
No. 141(R) or SFAS No. 160.





15


PLAN
OF OPERATION





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, our operations consist of (i) our current efforts to explore and verify
uranium mineral deposits on our Monmouth property; (ii) planning for future
exploration of our Longlac and Elliot Lake properties; (iii) discussions with
potential joint-venture partners, customers and suppliers with respect to the
uranium ore located at our properties and; (iv) evaluation and negotiation with
respect to other uranium mining properties we might potentially
acquire.  Over the next twelve months, we intend to complete our
drilling program, which began in February 2008, on our Monmouth property and
develop the geological information necessary to bring us into compliance with
applicable Canadian law.  This drilling is the start of a process
aimed at bringing the historical work into modern N.I. Policy 43-101 compliance,
a recognized world mining standard. Once the drill program is complete,
engineers will undertake a geological report which will ultimately lead to a
uranium resource calculation of the in-situ tons and contained
pounds of uranium. Bancroft is currently receiving initial assay results from
the start of the drill program and will be reporting groups of drill results
shortly.





The
Company, once final 43-101 reporting is received, will subsequently be in a
position to implement recommendations and move forward with planning for future
work towards pre-feasibility studies that will be required prior to determining
whether Monmouth represents a viable commercial uranium deposit. In conjunction
with the drilling results, the Company will be reporting on a metallurgical
study currently underway with the processing of a test sample of the Monmouth
rock with SGS Mineral Services Laboratory located in Lakefield,
Ontario.





Once we
determine that Monmouth represents a viable commercial uranium deposit and we
are able to verify the extent of the deposit and the costs of extraction, it
will be necessary for us to raise substantial sums to provide for the
extraction, transportation and refining of the ore.  We intend to
accomplish this by means of bank financing, the sale of equity or debt
securities, a potential joint venture, sale of the ore in situ, or a supply contract
in which we sell the future rights to some quantity of the refined, extracted
ore in exchange for a pre-payment that facilitates extraction, or some
combination of these methods.  We must be successful in obtaining
financing prior to December 2009, using one of these methods, as we have
obligations to purchasers of our Secured Convertible Debentures to begin
repayment of principal in December 2009 and we currently do not have sufficient
resources to make such repayment and are ineligible, based on the current volume
of sales of our common shares, from using common shares to service this
debt.





As soon
as we have obtained financing through one of the means listed above, we will
begin a multi-year, multi-million dollar, complex, environmentally sensitive
uranium extraction process, using the greatest of care and all current
environmental remediation techniques to ensure a minimal environmental impact of
our activities.





LIQUIDITY
AND CAPITAL RESOURCES





As of the
fiscal year ended December 31, 2007 we had $1,741,352 of cash on
hand.





Our net
loss increased by $836,236 from a net loss of $17,292 for the fiscal year ended
December 31, 2006 to a net loss of $853,528 for the fiscal year ended December
31, 2007, and our working capital increased $1,924,665 from a deficit of $25,576
as of December 31, 2006 to a surplus of $2,451,918 as of December 31,
2007.  The increase in net loss is attributable to an increase in
general and administrative expenses associated with salaries for employees for
the commencement of our activities as a mineral exploration company, as well as
interest expenses and mineral exploration expenses.  Our increased
working capital is the result of the sale of our Secured, Convertible Debentures
in December, 2007.





16


Net cash
used in operating activities increased by $636,668, from $27,857 for the fiscal
year ended December 31, 2006 to $664,525 for the fiscal year ended December 31,
2007. This increase was primarily the result of increased general and
administrative expenses, interest expenses and mineral exploration expenses
associated with our mineral exploration activities.





Net cash
provided by financing activities increased $2,403,734, from $0 for the fiscal
year ended December 31, 2006 to $2,403,734 for the fiscal year ended December
31, 2007. Net cash provided by financing activities for the fiscal year ended
December 31, 2007 was attributable to the sale of our Secured, Convertible
Debentures, less interest and issuance costs.





We do not
believe that our current financial resources are sufficient to meet our working
capital needs over the next twelve months and, accordingly, we will need to
secure additional external financing to continue our mineral exploration
activities. We may seek to raise additional capital though bank financing, the
sale of equity or debt securities, a potential joint venture, sale of the ore
in situ, or a supply
contract in which we sell the future rights to some quantity of the refined,
extracted ore in exchange for a pre-payment that facilitates extraction, or some
combination of these methods.  As of the date of this annual report on
Form 10-KSB for the fiscal year ended December 31, 2007, we have obtained no
verbal commitments regarding further investments in our company and have no
understandings with anyone concerning financing through any of the mechanisms
named in this paragraph; and, there can be no assurance that we will be able to
secure additional external financing, or, if we are able to secure such external
financing, that it will be on terms favorable, or even acceptable, to
us.   Any inability to secure external financing would have a
material adverse effect on our business, financial condition, and results of
operations, raising substantial doubts as to our ability to continue as a going
concern, and we may ultimately be forced to seek protection from creditors under
the bankruptcy laws or cease operations.





RISK
FACTORS





Our
business entails a significant degree of risk and uncertainty, and an investment
in our securities should be considered highly speculative. What follows is a
general description of the material risks and uncertainties, which may adversely
affect our business, our financial condition, including liquidity and
profitability, and our results of operations, ultimately affecting the value of
an investment in shares of our common stock. In addition to other information
contained in this annual report on Form 10-KSB, you should carefully consider
the following cautionary statements and risk factors.





Risks
Related to Our Business




All
of Our Assets Are Pledged to the Selling Shareholders.  Failure to
Repay the Selling Shareholders Will Result in the Loss of All of Our
Assets





All of
our mineral assets, which constitute all of the non-cash assets of the Company
and our entire business, are pledged to the selling security holders under
agreements which require repayment of $3,750,000 in principal plus interest plus
additional fees, penalties, costs and expenses.  If we fail to abide
by the agreements with our selling shareholders, the selling shareholders can
take possession of our assets, leaving us with no assets and no
business.   We do not presently have the cash or cash flow to
repay the selling shareholders their principal and interest
without  obtaining additional financing.  There can be no
assurance of our ability to obtain such financing.  You are therefore
taking a risk that we will default on our obligations to the selling
shareholders, leaving the Company with no assets and no value.





17


We
Have No Operating History.  Accordingly, You Have No Basis Upon Which
To Evaluate Our Ability To Achieve Our Business Objectives.





We are an
exploration stage company and have never had revenue from
operations.  As a company without an operating history and limited
property interests or related assets, it is difficult for potential investors to
evaluate our business.  Our proposed operations are therefore subject
to all of the risks inherent in the establishment of a new business enterprise
and must be considered in light of the expenses, difficulties, complications and
delays frequently encountered in connection with the formation of any new
business, as well as those risks that are specific to the uranium mining
industry.  Investors should evaluate us in light of the delays,
expenses, problems and uncertainties frequently encountered by companies
developing markets for new products, services and technologies.  We
may never overcome these obstacles.





We
Have Not Yet Established Any Reserves And There Is No Assurance That We Ever
Will.





There are
numerous uncertainties inherent in estimating quantities of uranium resources,
including many factors beyond our control, and no assurance can be given that
the recovery of uranium will be realized.  In general, estimates of
recoverable uranium resources are based upon a number of factors and assumptions
made as of the date on which the resource estimates were determined, such as
geological and engineering estimates which have inherent uncertainties and the
assumed effects of regulation by governmental agencies and estimates of future
commodity prices and operating costs, all of which may vary considerably from
actual results.  All such estimates are, to some degree, uncertain and
classifications of resources are only attempts to define the degree of
uncertainty involved.  For these reasons, estimates of the recoverable
uranium, the classification of such resources based on risk of recovery,
prepared by different engineers or by the same engineers at different times, may
vary substantially.





Our
Lack Of Diversification Will Increase The Risk Of An Investment In Us, As Our
Financial Condition And Results Of Operations May Deteriorate If We Fail To
Diversify.





Only our
Monmouth property is in an active state of exploration.  Efforts at
Elliot Lake and Longlac have not progressed beyond initial prospecting and
surveying.  The majority of our efforts and spending are on the
Monmouth property.  Larger companies have the ability to manage their
risks over many properties.  However, we lack diversification, in
terms of both the nature and geographic scope of our business.  As a
result, we will likely be impacted more acutely by factors affecting our
industry or the regions in which we operate than we would if our business were
more diversified, enhancing our risk profile. If we cannot diversify our
operations, our financial condition and results of operations could
deteriorate.





Relationships
Upon Which We May Rely Are Subject To Change, Which May Diminish Our Ability To
Conduct Our Operations.





To
develop our business, it will be necessary for us to establish business
relationships which may take the form of joint ventures with private parties and
contractual arrangements with other companies, including those that supply
equipment and other resources that we expect to use in our
business.  We may not be able to establish these strategic
relationships, or if established, we may not be able to maintain
them.  In addition, the dynamics of our relationships may require us
to incur expenses or undertake activities we would not otherwise be inclined to
in order to fulfill our obligations to these partners or maintain our
relationships. If these relationships are not established or maintained, our
business prospects may be limited, which could diminish our ability to conduct
our operations.





18


We
May Not Be Able To Effectively Establish Operations Or Manage Our Growth, Which
May Harm Our Profitability.





Our
strategy envisions establishing and expanding our business.  If we are
successful at establishing operations at Monmouth and elsewhere, we may be
unable to manage our growth.  Growth may place a strain on our
management systems and resources.  We must continue to refine and
expand our business development capabilities, our systems and processes and our
access to financing sources.  As we grow, we must continue to hire,
train, supervise and manage new personnel. We cannot assure you that we will be
able to:





§
meet our capital needs;





§
expand our systems effectively or efficiently or in a timely
manner;





§
allocate our human resources optimally;





§
identify and hire qualified employees or retain valued employees;
or





§
incorporate effectively the components of any business that we may acquire in
our effort to achieve growth.




If we are
unable to manage our growth, our operations and our financial results could be
adversely affected by inefficiency, which could diminish our
profitability.





Competition
In Obtaining Rights To Acquire And Develop Uranium Reserves And To Market Our
Production May Impair Our Business.





The
uranium industry is highly competitive. Other companies may seek to acquire
property leases and other properties and services we will need to operate our
business in the areas in which we expect to operate. This competition has become
increasingly intense as the price of uranium on the commodities markets has
risen sharply in recent years.





Additionally,
other companies engaged in our line of business may compete with us from time to
time in obtaining capital from investors.  Competitors include larger
companies, which, in particular, may have access to greater resources, may be
more successful in the recruitment and retention of qualified employees and may
conduct their own refining capacity which may give them a competitive
advantage.  If we are unable to compete effectively or adequately
respond to competitive pressures, this inability may materially adversely affect
our business.





The
uranium industry competes with other industries in supplying energy, fuel, and
related products to consumers.  If another industry were to be able to
produce fuel and electricity more cheaply than the uranium alternative, fewer
nuclear power plants may be built restricting the growth in demand for our
product.  Development of new projects or expansion of existing
operations could materially increase the supply of recoverable
uranium.  Depending upon the levels of future demand, increased
supplies could negatively impact the prices obtained for uranium.





19


Our
Business May Suffer If We Do Not Attract And Retain Talented
Personnel.





Our
success will depend in large measure on the abilities, expertise, judgment,
discretion integrity and good faith of our management and other personnel in
conducting our intended business.  We presently have a small
management team which we intend to expand in conjunction with our planned
operations and growth.  The loss of a key individual or our inability
to attract suitably qualified staff could materially adversely impact our
business.  We do not have written agreements in place with any
employees, but we anticipate having such agreements in place
soon.  There can be no assurance that such agreements will be adequate
to retain our employees.





Our
success depends on the ability of our management to interpret market and
geological data correctly and to interpret and respond to economic, market and
other conditions in order to locate and adopt appropriate investment
opportunities, monitor such investments, and ultimately, if required, to
successfully divest such investments.  Our future success also depends
on our ability to identify, attract, hire, train, retain and motivate other
highly skilled technical, managerial, and marketing
personnel.  Competition for such personnel is intense, and there can
be no assurance that we will be able to successfully attract, integrate or
retain sufficiently qualified personnel.





Our
Management Team Does Not Have Extensive Experience In Public Company Matters,
Which Could Impair Our Ability To Comply With Legal And Regulatory
Requirements.





Our
management team has had limited U.S. public company management experience or
responsibilities, which could impair our ability to comply with legal and
regulatory requirements such as the Sarbanes-Oxley Act of 2002 and applicable
federal securities laws, including filing required reports and other information
required on a timely basis.  There can be no assurance that our
management will be able to implement and affect programs and policies in an
effective and timely manner that adequately respond to increased legal,
regulatory compliance and reporting requirements imposed by such laws and
regulations.  Our failure to comply with such laws and regulations
could lead to the imposition of fines and penalties and result in the
deterioration of our business.




Losses
And Liabilities Arising From Uninsured Or Under-Insured Hazards Could Have A
Material Adverse Effect On Our Business.





Our
proposed unconventional uranium operations will be subject to the customary
hazards of recovering, transporting and processing hydrocarbons, such as fires,
explosions, gaseous leaks, and migration of harmful substances.  A
casualty occurrence might result in the loss of equipment or life, as well as
injury, property damage or other liability.  We have not made a
determination as to the amount and type of insurance that we will carry. It
cannot be assured that our insurance will be sufficient to cover any such
casualty occurrences or disruptions.  Our operations could be
interrupted by natural disasters or other events beyond our control. Losses and
liabilities arising from uninsured or under-insured events could have a material
adverse effect on our business, financial condition and results of
operations.





20


Because
Our Officers Have Other Business Interests, They May Not Be Able To Devote A
Sufficient Amount Of Time To Our Business Operation, Causing Our Business To
Fail.





Our
officers and directors presently possess adequate time to attend to our
interests.  In the future, our management will use their best efforts
to devote sufficient time to the management of our business and affairs and,
provided additional staff may be retained on acceptable terms, to engage
additional officers and other staff should additional personnel be
required.  However, it is possible that our demands on management's
time could increase to such an extent that they come to exceed their available
time, or that additional qualified personnel cannot be located and retained on
commercially reasonable terms.  This could negatively impact our
business development.





Our
Business Is Dependent on Our Mineral Lease Agreements.  If We Violate
the Agreements or They Are Otherwise Unenforceable, We Will Have No Assets and
No Business





All of
our rights to explore and develop our properties come from agreements we have in
place regarding those properties.  Any deficiency in those agreements
or failure of ours to abide by those agreements or any defect in the claims or
rights to those agreements, could prevent us from exploiting the
properties.  We are highly dependent on these agreements for our
business success.  Without them, we will have no ability to extract
uranium and no ability to conduct our business.





Risks
Related to Our Securities





The
application of the "penny stock" rules could adversely affect the market price
of our common stock and increase your transaction costs to sell those
shares.





As long
as the trading price of our common shares is below $5 per share, the open-market
trading of our common shares will be subject to the "penny stock" rules. The
"penny stock" rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000 or
annual income exceeding $200,000 or $300,000 together with their spouse). For
transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny stock
market. The broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. These additional burdens
imposed on broker-dealers may restrict the ability or decrease the willingness
of broker-dealers to sell our common shares, and may result in decreased
liquidity for our common shares and increased transaction costs for sales and
purchases of our common shares as compared to other securities.





Our
common shares are thinly traded and you may be unable to sell at or near ask
prices or at all if you need to sell your shares to raise money or otherwise
desire to liquidate your shares.





We cannot
predict the extent to which an active public market for our common stock will
develop or be sustained.





21


Our
common shares will likely be sporadically or "thinly-traded" on the
“Over-the-Counter Bulletin Board”, meaning that the number of persons interested
in purchasing our common shares at or near bid prices at any given time may be
relatively small or non-existent. This situation is attributable to a number of
factors, including the fact that we are a small company which is relatively
unknown to stock analysts, stock brokers, institutional investors and others in
the investment community that generate or influence sales volume, and that even
if we came to the attention of such persons, they tend to be risk-averse and
would be reluctant to follow an unproven company such as ours or purchase or
recommend the purchase of our shares until such time as we became more seasoned
and viable. As a consequence, there may be periods of several days or more when
trading activity in our shares is minimal or non-existent, as compared to a
seasoned issuer which has a large and steady volume of trading activity that
will generally support continuous sales without an adverse effect on share
price.





The
market price for our common stock is particularly volatile given our status as a
relatively small company with a small and thinly traded “float” and lack of
current revenues that could lead to wide fluctuations in our share price. The
price at which you purchase our common stock may not be indicative of the price
that will prevail in the trading market. You may be unable to sell your common
stock at or above your purchase price if at all, which may result in substantial
losses to you.





Shareholders
should be aware that, according to SEC Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include (1) control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer; (2)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases; (3) boiler room practices involving
high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (4) excessive and undisclosed bid-ask differential and markups by
selling broker-dealers; and (5) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been manipulated to a desired
level, along with the resulting inevitable collapse of those prices and with
consequent investor losses. We are aware of the abuses that have occurred
historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices
could increase the volatility of our share price.




Our
corporate actions are substantially controlled by our principal
shareholder.




Our
principal shareholder presently owns approximately 51.9% on a non-fully diluted
basis of our outstanding common shares, representing approximately 52% of our
voting power. This shareholder, could exert substantial influence over matters
such as electing directors and approving mergers or other business combination
transactions. In addition, because of the percentage of ownership and voting
concentration, elections of our board of directors will generally be within the
control of this shareholder. While all of our shareholders are entitled to vote
on matters submitted to our shareholders for approval, the concentration of
shares and voting control presently lies with this principal shareholder. As
such, it would be difficult for shareholders to propose and have approved
proposals not supported by management.





22


The
limitation of monetary liability against our directors, officers and employees
under our articles of incorporation and the existence of indemnification rights
to our directors, officers and employees may result in substantial expenditures
by our company and may discourage lawsuits against our directors, officers and
employees.





Our
articles of incorporation limit the liability of our directors for monetary
damages for breach of fiduciary duties to the maximum extent permitted by Nevada
law. We will also be giving indemnification to our directors and officers to the
maximum extent provided by Nevada law. We may also have contractual
indemnification obligations under future agreements with our officers. The
foregoing indemnification obligations could result in our company incurring
substantial expenditures to cover the cost of settlement or damage awards
against directors and officers, which we may be unable to recoup. These
provisions and resultant costs may also discourage our company from bringing a
lawsuit against directors and officers for breaches of their fiduciary duties,
and may similarly discourage the filing of derivative litigation by our
shareholders against our directors and officers even though such actions, if
successful, might otherwise benefit our company and shareholders.





23


ITEM
7. FINANCIAL STATEMENTS.











BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)





INDEX
TO FINANCIAL STATEMENTS








Report
      of Independent Registered Public Accounting Firm
            F-2Consolidated
      Balance Sheets – December 31, 2007 and 2006
            F-3Consolidated
      Statements of Operations for the Years Ended December 31, 2007 and 2006
      and for the Period From October 12, 2001 (Date of Inception) through
      December 31, 2007
            F-4Consolidated
      Statements of Stockholders’ Equity (Deficit) for the Period from October
      12, 2001 (Date of Inception) through December 31, 2005 and for the Years
      Ended December 31, 2006 and 2007
            F-5Consolidated
      Statements of Cash Flows for the Years Ended December 31, 2007 and 2006
      and for the Period from October 12, 2001 (Date of Inception) through
      December 31, 2007
            F-6Notes
      to Consolidated Financial Statements
            F-7





F-1


HANSEN, BARNETT& MAXWELL,
      P.C.
                A
      Professional Corporation
                CERTIFIED
      PUBLIC ACCOUNTANTS
                5
      Triad Center, Suite 750
                Salt
      Lake City, UT 84180-1128
                Phone:
      (801) 532-2200
                Fax:
      (801) 532-7944
                www.hbmcpas.com
              
              Registered
      with the Public Company
                Accounting
      Oversight Board
                
                
                logo






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the
Board of Directors and the Shareholders


Bancroft
Uranium, Inc.





We have
audited the accompanying consolidated balance sheets of Bancroft Uranium, Inc.
(an exploration stage company) as of December 31, 2007 and 2006, and the related
consolidated statements of operations, stockholders’ equity (deficit) and cash
flows for the years then ended and for the period from October 12, 2001 (date of
inception) through December 31, 2007.  These financial statements are
the responsibility of the Company's management.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Bancroft Uranium, Inc. as of
December 31, 2007 and 2006 and the results of its operations and its cash flows
for the years then ended and for the period from October 12, 2001 (date of
inception) through December 31, 2007 in accordance with the U.S. generally
accepted accounting principles.





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. The Company’s accumulated
deficits, negative cash flows from operations,  operating losses, and
the need to raise additional capital to fund continuing exploration costs raise
substantial doubt about its ability to continue as a going concern. Management’s
plans regarding those matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.







HANSEN, BARNETT
      & MAXWELL, P.C.


April 15,
2008


Salt Lake
City, Utah


F-2





BANCROFT
URANIUM, INC.


FORMERLY
CONSCIOUS INTENTION, INC


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
BALANCE SHEETS








December
      31,
            
            
            December
      31,2007
            
            
            2006ASSETSCurrent
      AssetsCash
            
            $
            1,741,352
            
            
            $
            2,143Related
      party receivables
            
            
            27,020
            
            
            
            -Prepaid
      expenses
            
            
            15,000
            
            
            
            -Receivable
      on convertible debenture
            
            
            250,000
            
            
            
            -Total
      Current Assets
            
            
            2,033,372
            
            
            
            2,143Property
      - Unproved mineral interests
            
            
            531,199
            
            
            
            -Goodwill
            
            
            4,948
            
            
            
            -Debt
      issuance costs, net of accumulated amortization of $37,742 and
      $0
            
            
            1,042,258
            
            
            
            -Total
      Assets
            
            $
            3,611,777
            
            
            $
            2,143LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable
            
            $
            66,649
            
            
            $
            4,669Accrued
      interest
            
            
            27,634
            
            
            
            -Derivative
      liability
            
            
            -
            
            
            
            23,050Obligation
      pursuant to mineral acquisition agreement
            
            
            40,000
            
            
            
            -Total
      current liabilities
            
            
            134,283
            
            
            
            27,719Obligation
      pursuant to mineral acquisition agreement
            
            
            140,000
            
            
            
            -Secured
      convertible debentures, net of unamortized discount of $3,618,952 and
      $0
            
            
            131,048
            
            
            
            -Total
      Liabilities
            
            
            405,331
            
            
            
            27,719Stockholders
      Equity (Deficit)Common
      stock, par value $.001, 500,000,000 shares authorized, 46,178,000 and
      500,000,000 issued and outstanding, respectively
            
            
            46,178
            
            
            
            500,000Additional
      Paid-in capital
            
            
            4,085,322
            
            
            
            (454,050
            )Deficit
      accumulated during the exploration stage
            
            
            (925,054
            )
            
            
            (71,526
            )Total
      Stockholders' Equity (Deficit)
            
            
            3,206,446
            
            
            
            (25,576
            )Total
      Liabilities and Stockholders' Equity (Deficit)
            
            $
            3,611,777
            
            
            $
            2,143








The
accompanying notes are an integral part of these financial
statements





F-3





BANCROFT
URANIUM, INC.


FORMERLY
CONSCIOUS INTENTION, INC


(An
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF OPERATIONS








For
      the years ended
            
            
            For
      the period from October 12, 2001 (date of inception) toDecember
      31,
            
            
            December
      31,2007
            
            
            2006
            
            
            2007Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -Expenses:Selling,
      general and administrative
            
            
            598,764
            
            
            
            17,020
            
            
            
            687,858Interest
      expense
            
            
            158,682
            
            
            
            272
            
            
            
            158,954Exploration
      costs
            
            
            96,082
            
            
            
            -
            
            
            
            96,082Total
      expenses
            
            
            853,528
            
            
            
            17,292
            
            
            
            942,894Loss
      from operations
            
            
            (853,528
            )
            
            
            (17,292
            )
            
            
            (942,894
            )Gain
      on forgiveness of loan
            
            
            -
            
            
            
            -
            
            
            
            17,810Interest
      income
            
            
            -
            
            
            
            -
            
            
            
            30Net
      loss
            
            $
            (853,528
            )
            
            $
            (17,292
            )
            
            $
            (925,054
            )Net
      Loss per Share
            
            $
            -
            
            
            $
            -Weighted
      Average Number of Common Shares Outstanding
            
            
            434,756,307
            
            
            
            500,000,000








The
accompanying notes are an integral part of these financial
statements





F-4





BANCROFT
URANIUM, INC.


FORMERLY
CONSCIOUS INTENTION, INC


(AN
EXPLORATORY STAGE COMPANY)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)








Common
      Stock
            
            
            Paid-in
            
            
            Deficit
      Accumulated During Exploration
            
            
            Total
      Stockholders’ EquityShares
            
            
            Amount
            
            
            Capital
            
            
            Stage
            
            
            (Deficit)Balance,
      October 12, 2001 (date of inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Shares
      issued for cash, $.001 per share
            
            
            208,000,000
            
            
            
            208,000
            
            
            
            (204,000
            )
            
            
            -
            
            
            
            4,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (3,792
            )
            
            
            (3,792
            )Balance,
      December 31, 2001
            
            
            208,000,000
            
            
            
            208,000
            
            
            
            (204,000
            )
            
            
            (3,792
            )
            
            
            208Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (5,214
            )
            
            
            (5,214
            )Balance,
      December 31, 2002
            
            
            208,000,000
            
            
            
            208,000
            
            
            
            (204,000
            )
            
            
            (9,006
            )
            
            
            (5,006
            )Shares
      issued for cash, $.50 per share
            
            
            1,040,000
            
            
            
            1,040
            
            
            
            8,960
            
            
            
            -
            
            
            
            10,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (34,440
            )
            
            
            (34,440
            )Balance,
      December 31, 2003
            
            
            209,040,000
            
            
            
            209,040
            
            
            
            (195,040
            )
            
            
            (43,446
            )
            
            
            (29,446
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (17,696
            )
            
            
            (17,696
            )Balance,
      December 31, 2004
            
            
            209,040,000
            
            
            
            209,040
            
            
            
            (195,040
            )
            
            
            (61,142
            )
            
            
            (47,142
            )November
      11, 2005, Stock issued for repayment of note payable
            
            
            309,400,000
            
            
            
            309,400
            
            
            
            (254,400
            )
            
            
            -
            
            
            
            55,000Derivative
      liability for shares issued in excess of authorized
            
            
            (18,440,000
            )
            
            
            (18,440
            )
            
            
            (4,610
            )
            
            
            -
            
            
            
            (23,050
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,908
            
            
            
            6,908Balance,
      December 31, 2005
            
            
            500,000,000
            
            
            
            500,000
            
            
            
            (454,050
            )
            
            
            (54,234
            )
            
            
            (8,284
            )Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (17,292
            )
            
            
            (17,292
            )Balance,
      December 31, 2006
            
            
            500,000,000
            
            
            
            500,000
            
            
            
            (454,050
            )
            
            
            (71,526
            )
            
            
            (25,576
            )October
      1, 2007; Cancellation of shares at no cost to Company
            
            
            (57,200,000
            )
            
            
            (57,200
            )
            
            
            57,200
            
            
            
            -
            
            
            
            -Reversal
      of derivative liability for shares issued in excess of
      authorized
            
            
            18,440,000
            
            
            
            18,440
            
            
            
            4,610
            
            
            
            -
            
            
            
            23,050October
      2, 2007; 1,250,000 shares issued pursuant to purchase agreement; $0.25 per
      share
            
            
            1,250,000
            
            
            
            1,250
            
            
            
            311,250
            
            
            
            -
            
            
            
            312,500November
      11, 2007; Cancellation of shares at no cost to Company
            
            
            (416,312,000
            )
            
            
            (416,312
            )
            
            
            416,312
            
            
            
            -
            
            
            
            -December
      5, 2007, Fair value of 16,500,000 detachable warrants issued in
      conjunction with convertible debt
            
            
            -
            
            
            
            -
            
            
            
            3,750,000
            
            
            
            -
            
            
            
            3,750,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (853,528
            )
            
            
            (853,528
            )Balance,
      December 31, 2007
            
            
            46,178,000
            
            
            $
            46,178
            
            
            $
            4,085,322
            
            
            $
            (925,054
            )
            
            $
            3,206,446








The
accompanying notes are an integral part of these financial
statements





F-5





BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF CASH FLOWS




For
      the year ended December 31,
            
            
            For
      the PeriodFrom October 12, 2001 (date of inception) to
      December 31,2007
            
            
            2006
            
            
            2007Cash
      Flows from Operating ActivitiesNet
      Loss
            
            $
            (853,528
            )
            
            $
            (17,292
            )
            
            $
            (925,054
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Amortization
      of debt issuance costs
            
            
            37,742
            
            
            
            -
            
            
            
            37,742Non
      cash interest expense on accretion of debt discount
            
            
            131,048
            
            
            
            -
            
            
            
            131,048Loss
      on exchange
            
            
            1,266
            
            
            
            -
            
            
            
            1,266Expenses
      paid by debt holder from proceeds
            
            
            15,000
            
            
            
            -
            
            
            
            15,000Changes
      in operating assets and liabilities:Gain
      on forgiveness of debt
            
            
            -
            
            
            
            -
            
            
            
            (17,810
            )Deferred
      offering costs
            
            
            -
            
            
            
            -
            
            
            
            23,844Related
      party receivables
            
            
            (27,020
            )
            
            
            
            
            
            
            (27,020
            )Prepaid
      expenses
            
            
            (15,000
            )
            
            
            -
            
            
            
            (15,000
            )Accounts
      payable
            
            
            18,323
            
            
            
            (10,565
            )
            
            
            9,148Accrued
      interest
            
            
            27,634
            
            
            
            -
            
            
            
            27,634Net
      Cash Used In Operating Activities
            
            
            (664,535
            )
            
            
            (27,857
            )
            
            
            (739,202
            )Cash
      Flows From Investing ActivitiesCash
      received in acquisition of 2146281 Ontario
            
            
            10
            
            
            
            -
            
            
            
            10Net
      cash used in investing activities
            
            
            10
            
            
            
            -
            
            
            
            10Cash
      Flows From Financing ActivitiesIncrease
      in receivable form  related party
            
            
            -
            
            
            
            -
            
            
            
            (1,690
            )Proceeds
      from receivable from related party
            
            
            -
            
            
            
            -
            
            
            
            1,690Payments
      on payable to related party
            
            
            -
            
            
            
            -
            
            
            
            (4,700
            )Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            14,000Proceeds
      from shareholder advance converted to equity
            
            
            -
            
            
            
            -
            
            
            
            55,000Increase
      (decrease) in payable to related party
            
            
            -
            
            
            
            -
            
            
            
            12,510Cash
      proceeds from long term debt
            
            
            3,203,734
            
            
            
            -
            
            
            
            3,203,734Payment
      of debt issuance costs
            
            
            (300,000
            )
            
            
            -
            
            
            
            (300,000
            )Payment
      of long term debt
            
            
            (500,000
            )
            
            
            -
            
            
            
            (500,000
            )Net
      cash used in financing activities
            
            
            2,403,734
            
            
            
            -
            
            
            
            2,480,544Net
      increase (decrease) in cash
            
            
            1,739,209
            
            
            
            (27,857
            )
            
            
            1,741,352Cash,
      Beginning of period
            
            
            2,143
            
            
            
            30,000
            
            
            
            -Cash,
      End of period
            
            $
            1,741,352
            
            
            $
            2,143
            
            
            $
            1,741,352Cash
      paid for interest
            
            $
            -
            
            
            $
            272
            
            
            $
            272Non
      cash Investing and Financing:Derivative
      liability from issuance of common stock
            
            $
            (23,050
            )
            
            $
            -
            
            
            $
            -Cancellation
      of 473,512,000 common shares at no cost to the Company
            
            
            473,512
            
            
            
            -
            
            
            
            473,512Assumption
      of payables for acquisition of 2146281 Ontario
            
            
            223,657
            
            
            
            -
            
            
            
            223,657Issuance
      of shares for acquisition of 2146281 Ontario
            
            
            312,500
            
            
            
            -
            
            
            
            312,500Debt
      issuance costs connected with issuance of note payable
            
            
            780,000
            
            
            
            -
            
            
            
            780,000Warrants
      issued in conjunction with debt financing
            
            
            3,750,000
            
            
            
            -
            
            
            
            3,750,000Receivable
      from debt-holder
            
            
            250,000
            
            
            
            -
            
            
            
            250,000




The
accompanying notes are an integral part of these financial
statements




F-6


BANCROFT URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





NOTE
1.  FORMATION AND BUSINESS OF THE COMPANY





Nature of
Operations - On October 12, 2001, Conscious Intention, Inc. (CI, or the
Company) was organized under the laws of the State of Nevada. Until October
2007, the planned operations of CI consisted of providing management consulting
services. CI did not earn revenues from any source of its planned operations and
relied upon cash flows from equity issuances and an increase in accounts payable
to sustain operations. On September 14th, 2007, CI voted to complete a 52-to-1
forward stock split, increase its authorized shares to 500,000,000, and changed
its name to Bancroft Uranium Inc. (“the Company”). On October 1, 2007, the
Company's President and Chief Executive Officer submitted 57,200,000 common
shares for voluntary rescission and cancellation. On October 5, 2007, the
Company completed the acquisition of 100% of the issued and outstanding common
shares of 2146281 Ontario, Ltd., a Canadian mining company (see further
described in Note 7).  As a result of this acquisition, the Company’s
President and Chief Executive Office resigned and the Board of Directors
appointed a new President and Chief Executive Officer.  On November
12, 2007, the Company’s former President and Chief Executive Officer submitted
an additional 416,312,000 shares for voluntary rescission and
cancellation.




The
Company is now primarily engaged in the business of acquiring, exploring,
developing and mining uranium properties. At present the Company owns
undeveloped uranium properties in the Province of Ontario, Canada. The Company
is an exploration stage company and has not yet established any proven mineral
reserves on its existing properties. The Company has not begun principal
operations and as is common with a company in the exploration stage, the Company
has no source of revenues.





Business
Condition - The continued operations of the Company and the
recoverability of the carrying value of its assets is ultimately dependent upon
the ability of the Company to achieve profitable operations and obtaining the
additional working capital necessary to be successful in its planned activity.
To date, the Company has received funding through the issuance of notes and
convertible debentures for net proceeds of $3,203,734. Management continues to
actively seek additional sources of capital to fund current and future
operations. Management has developed a strategy, which it believes will
accomplish this objective through additional equity funding and long term
financing, which will enable the Company to operate for the coming year. There
is no assurance that the Company will be successful in continuing to raise
additional capital, establishing probable or proven reserves, or determining if
the mineral properties can be mined economically. The Company has also
recognized significant losses since inception and negative cash flows. As a
result, the above raises substantial doubt about the Company’s ability to
continue as a going concern. These consolidated financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.





Basis
of Presentation


These
consolidated financial statements are presented in United States dollars and
have been prepared by the Company in accordance with accounting principles
generally accepted in the United States of America. The consolidated financial
statements include the results of the Company and its wholly owned subsidiary,
2146281 Ontario Ltd.  All intercompany balances have been eliminated
in consolidation.


NOTE
2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Capitalization of
Development Costs - All acquisition and development costs (including
financing, salary and related overhead costs) incurred in connection with the
acquisition of the various uranium properties are capitalized. Exploration and
evaluation costs associated with uranium properties will be expensed as incurred
until such time that the existence of a commercially mineable uranium deposit is
confirmed. All properties with significant acquisition or incurred costs will be
evaluated for their realizability on a property-by-property basis. Any
impairment of such costs will be recognized through a reduction in the net
carrying value of the asset.





F-7


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





Depreciation and
Depletion -Depletion of uranium mineral interests, permits, licenses and
related development costs will be computed on a property-by-property basis using
the units-of-production method based on each projects pounds of recoverable
uranium. Depreciation and depletion will be provided on the investment costs,
net of salvage value, of the various uranium properties’ production plants and
related equipment using the estimated production life of the uranium reserves.
During the periods that our facilities are not in production, depletion on our
mineral interests, permits, licenses and development properties will be ceased.
Depreciation and depletion of our plant facilities, machinery and equipment
would continue, at significantly reduced amounts, in accordance with the level
of stand-by activity being conducted at each site. Other ancillary plant
equipment and vehicles will be depreciated using a straight line method based
upon the estimated useful lives of the assets.





Capitalization of
Interest -The Company will capitalize interest cost with respect to
properties undergoing exploration or development activities that are not subject
to depreciation or depletion. The average interest rate on outstanding
borrowings during the period is used in calculating the amount of interest to be
capitalized. No interest was capitalized in the years ended December 31, 2007
and 2006.





Restoration and
Remediation Costs (Asset Retirement Obligations) -Various federal and
provincial mining laws and regulations require the Company to reclaim the
surface areas and restore underground water quality for its mine projects to the
pre-existing mine area average quality after the completion of mining. In
August 2001, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement
Obligations”, which established a uniform methodology for accounting
for estimated reclamation and abandonment costs. The standard will be adopted by
the Company. Reclamation costs will be allocated to expense over the life of the
related assets and will be periodically adjusted to reflect changes in the
estimated present value resulting from the passage of time and revisions to the
estimates of either the timing or amount of the reclamation and remediation
costs. Because the Company has not begun its mining activity as of December 31,
2007, Management has determined that there is no reclamation obligation as of
December 31, 2007.





In
March 2005, the FASB issued Interpretation 47 (“FIN 47”), “Accounting for Conditional Asset
Retirement Obligations—an interpretation of FASB No. 143”. FIN 47
clarifies that the term “conditional asset retirement obligation” as used in
SFAS No. 143 refers to a legal obligation to perform an asset
retirement activity in which the timing and/or method of settlement are
conditional on a future event that may or may not be within the
control of the entity. The obligation to perform the asset retirement
activity is unconditional even though uncertainty exists about the timing and/or
method of settlement. FIN 47 requires a liability to be recognized for the fair
value of a conditional asset retirement obligation if the fair value of the
liability can be reasonably estimated. FIN 47 was effective for fiscal years
ending after December 15, 2005.





Future
reclamation and remediation costs will be accrued based on management’s best
estimate at the end of each period of the costs expected to be incurred at each
project. Such estimates are determined by the Company’s engineering studies
calculating the cost of future of surface and groundwater
activities.





Concentration of
Credit Risk -The Company has no significant off-balance-sheet
concentrations of credit risk such as foreign exchange contracts, options
contracts or other foreign hedging arrangements.





Fair Value of
Financial Instruments -The carrying value of the Company's financial
instruments, including prepaid expenses, related party receivables, accounts
payable and accrued liabilities at December 31, 2007 and 2006 approximates their
fair values due to the short-term nature of these financial
instruments.





Revenue
Recognition for Uranium Sales -The Company will deliver uranium to its
customers at third-party conversion facilities. The third-party converters will
warehouse the Company’s uranium and will transfer title to the Company’s
customers via book transfer upon instructions supplied by the Company. The
Company will recognize revenue from the sale of uranium when title to the
uranium transfers and delivery is completed through such book transfer, and
payment is reasonable expected.





Basic and Diluted
Loss Per Common Share -Basic loss per common share is calculated based
on the weighted average shares outstanding during the period.  Diluted
net loss per common share has been calculated assuming the exercise or
conversion of all dilutive securities except in during loss periods when those
potentially issuable shares are anti-dilutive.  Basic earnings per
share includes the effect of the 52-to-1 forward stock-split as further
discussed in Note 6.





F-8


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





The
weighted average number of common shares used to calculate basic and diluted
earnings (loss) per share was 434,756,307 and 434,756,307, respectively in 2007.
At December 31, 2007 and 2006, the Company had 31,500,000 potentially issuable
common shares that were excluded from the calculation of diluted loss per share,
which are anti-dilutive. These potential common stock issuances of shares relate
to conversion features in the Company’s convertible debts payable and to
warrants outstanding related to the issuance of convertible debt.





Cash and Cash
Equivalents -The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.  As of December 31, 2007 and 2006, the Company had cash
in excess of FDIC insurance of $1,626,147 and $0, respectively.





Use of Estimates
-The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions. Such estimates and assumptions may affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Specifically regarding the Company’s uranium properties, significant
estimates will be utilized in determining the carrying value of these assets and
in the case of producing and development properties the pounds of uranium to be
recovered. The actual values received from the disposition of these assets and
the amount of uranium recovered from these projects may vary significantly
from these estimates based upon market conditions, financing availability and
other factors.





Regarding
the Company’s reserve for future restoration and reclamation costs, significant
estimates will be utilized in determining the future costs and timing to
complete the groundwater restoration and surface reclamation at the Company’s
mine sites. The actual cost to conduct these activities may vary
significantly from these estimates.





Risks and
Uncertainties -Historically, the market for uranium has experienced
significant price fluctuations. Prices are significantly impacted by global
supply and demand, which is affected by the demand for nuclear power, political,
and economic conditions, governmental legislation in uranium producing and
consuming countries, and production levels and costs of production of other
producing companies. Increases or decreases in prices received could have a
significant impact on the Company’s future results of operations.





Income TaxesThe Company follows the liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax balances. Deferred tax assets and  liabilities are
measured using enacted or substantially enacted tax rates expected to apply to
the taxable income in the years in which those differences are expected to be
recovered or settled. The effect on deferred tax assets
and  liabilities of a change in tax rates is recognized in income in
the  period  that includes the date of enactment or
substantive enactment. As of December 31, 2007 and 2006, the Company had net
operating loss carry forwards; however, due to the uncertainty of realization,
the Company has provided a full valuation allowance for the  potential
deferred  tax assets resulting from these losses carry
forwards.





Impact of Recent
Accounting Pronouncements- In March 2005, the FASB ratified
Emerging Issues Task Force Issue No. 04-6, “Accounting for Stripping Costs
Incurred during Production in the Mining Industry”, (EITF 04-6) which
addresses the accounting for stripping costs incurred during the production
phase of a mine and refers to these costs as variable production costs that
should be included as a component of inventory to be recognized in operating
costs in the same period as the revenue from the sale of inventory. The EITF
04-6 applies specifically to conventional mining operations (open pit
mining).





F-9


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





In
September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, “Fair Value
Measurements” (“SFAS 157”), which defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and requires additional disclosures about fair value
measurements.SFAS 157 aims to improve the consistency and
comparability of fair value measurements by creating a single definition of fair
value. The Statement emphasizes that fair value is not entity-specific, but
instead is a market-based measurement of an asset or liability. SFAS 157upholds the requirements of previously issued pronouncements
concerning fair value measurements and expands the required disclosures. This
Statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007, however earlier application is permitted
provided the reporting entity has not yet issued financial statements for that
fiscal year.  In February 2008, the FASB issued FASB Staff Position
No. 157-2 which extended the effective date for certain non-financial assets and
non-financial liabilities to fiscal years beginning after November 15,
2008.  The Company does not believe that the adoption of SFAS 157 will
have a material effect on its consolidated financial
statements.





In
February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial
Assets and Financial Liabilities – Including an amendment of FSAB Statement No.
115”, (FAS 159). The standard, effective for the Company on October 1,
2008, permits entities to choose to measure many financial instruments and
certain other items at fair value that are not currently required to be measured
at fair value. The effect of this standard has not yet been
determined.





In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”, and
SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements”. SFAS No. 141(R) requires an
acquirer to measure the identifiable assets acquired, the liabilities assumed
and any non-controlling interest in the acquiree at their fair values on the
acquisition date, with goodwill being the excess value over the net identifiable
assets acquired. SFAS No. 160 clarifies that a non-controlling interest in
a subsidiary should be reported as equity in the consolidated financial
statements, consolidated net income shall be adjusted to include the net income
attributed to the non-controlling interest and consolidated comprehensive income
shall be adjusted to include the comprehensive income attributed to the
non-controlling interest. The calculation of earnings per share will continue to
be based on income amounts attributable to the parent. SFAS
No. 141(R) and SFAS No. 160 are effective for financial
statements issued for fiscal years beginning after December 15, 2008. Early
adoption is prohibited. The Company has not yet determined the effect on our
consolidated financial statements, if any, upon adoption of SFAS
No. 141(R) or SFAS No. 160.





NOTE 3.    UNPROVED MINERAL INTERESTS





Property,
Plant and Equipment





Unproved
      mineral interests
            
            $
            531,199




Uranium
Properties


The
Company reviews and evaluates its long-lived assets for impairment when events
or changes in circumstances indicate that the related carrying amounts
may not be recoverable. An impairment is considered to exist if the total
estimated future cash flows on an undiscounted basis are less than the carrying
amount of the assets. An impairment loss is measured and recorded based on
discounted estimated future cash flows. Future cash flows are estimated based on
quantities of recoverable minerals, expected uranium prices, production levels
and operating costs of production and capital, based upon the projected
remaining future uranium production from each project. The Company’s estimates
of future cash flows are based on numerous assumptions and it is possible that
actual future cash flows will be significantly different than the estimates, as
actual future quantities of recoverable minerals, uranium prices, production
levels and operating costs of production and capital are each subject to
significant risks and uncertainties.





The
Company has acquired various claims to properties under the following Mineral
Acquisition Agreements.





Monmouth
Property


The
Company owns Claims on 71 Units located in Monmouth Township in the Southern
Ontario Mining Division. As payment for the mineral interests, the Company is
required to make cash payments totaling $200,000, of which $20,000 was paid by
an independent contractor on behalf of the Company and as of December 31, 2007,
is included as accounts payable. The remaining $180,000 is payable in annual
installments, as further described in Note 4. In addition, the Company granted a
3% Net Mineral Royalty and issued 500,000 shares of the Company’s common stock
at a fair value of $0.25 per share. 50% of the Net Mineral Royalty can be
acquired by the Company at any time for $1,500,000.





F-10


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





Elliot
Lake Property


The
Company owns Claims on 30 Units located in Long Township of the Sault St. Marie
Mining Division. As payment for the mineral interests, the Company was required
to make a cash payment of $3,550, which was paid by an independent contractor on
behalf of the Company and as of December 31, 2007, is included in accounts
payable. In addition, the Company granted a 3% Net Mineral Royalty and issued
375,000 shares of the Company’s common stock at a fair value of $0.25 per share.
50% of the Net Mineral Royalty can be acquired by the Company at any time for
$1,000,000.





Longlac
Property


The
Company owns claims on 128 Units located in the District of Thunder Bay Mining
Division. As payment for the mineral interests, the Company was required to make
a cash payment of $15,149, which was paid by an independent contractor on behalf
of the Company and as of December 31, 2007, is included in accounts payable. In
addition, the Company granted a 3% Net Mineral Royalty and 375,000 shares of the
Company’s common stock at a fair value of $0.25 per share. 50% of the Net
Mineral Royalty can be acquired by the Company at any time for
$1,000,000.





NOTE
4.   LONG-TERM DEBT





Obligation
Pursuant To Mineral Acquisition Agreement


The
obligation for $180,000 ($40,000 current portion and $140,000 long-term portion)
relates to the acquisition of the Monmouth Mineral Claims and the repayment is
payable in three annual installments through December 31, 2010. There is no
interest payable on the outstanding balances. Management has determined that the
imputed interest on the payable is immaterial.





Promissory
Note


During
the year, the Company entered into a $500,000 promissory note with a third party
company. The note was due on October 30, 2008, with interest payable at 8%.
During the year, the principal balance of the note was repaid in full. The
unpaid interest still owing on the principal of $6,667 has been accrued and
recorded as interest expense.





Convertible
Debenture


On
December 5, 2007, the Company issued $3,750,000 secured convertible debentures
to three private financing companies.  The convertible debentures bear
interest at a rate of 8% per annum payable monthly and the principal is due and
payable in full on December 5, 2009. Under the terms of the agreement, $250,000
of the funding was held back by the financing company pending recording of
security interests in the Company’s mining properties on behalf of the holders
of the Company's debentures. Subsequent to year end, these interests were
recorded and the cash was received by the Company. The costs associated with
securing financing of $1,080,000 was recorded as debt issuance costs and are
amortized to interest expense over the term of the debenture. The debentures are
convertible at the holder’s option into the Company’s common shares at a rate of
$0.25 per share.




There are
certain penalty provisions contained in the Registration Rights
Agreement ("RRA") dated December 5, 2007 between the Company and certain
investors.  The RRA was negotiated before changes to Rule 144 were formally
adopted .  The Company made provisions in the RRA for an August 1,
2008 effectiveness date for the initial registration statement that included
penalties, but the language provided that if the registered shares could be sold
under Rule 144 without restriction, the penalties would not
apply.  Rule 144 did change in February and the Company will be able
to issue the shares in the initial registration statement without restriction
irrespective of effectiveness, under Rule 144 on June 6, 2008 or
later.  Therefore, as long as the Company uses its best efforts to
continue to prosecute the registration statement, the probability of
incurring penalties under this provision is remote, irrespective of when the
initial registration statement is declared effective.




In
accordance with the terms of the financing agreement, the Company issued a total
of 16,500,000 share purchase warrants. Each warrant entitles the holder to
purchase one share of the Company’s common stock at a price of $0.30 per share
and can be exercised over a period of 5 years. The fair value of the warrants
was determined using the Black-Scholes option-pricing model. As the value
attributed to the warrants cannot exceed the gross proceeds of the associated
instrument, the value of the warrants was determined to be equal to the gross
proceeds of the loan of $3,750,000. This amount was recorded as additional
paid-in capital and reduced the carrying value of the debenture, to zero. The
discount on the debenture is being amortized to interest expense over the term
of the debenture. At December 31, 2007, the unamortized discount on the
debenture is approximately $3,618,952.







F-11


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





As of
December 31, 2007 and 2006, notes payable consisted of the
following:





December
      31,
            
            2007
            
            
            2006Non-interest
      bearing note; due May 2008; secured by mineral properties
            
            $
            180,000
            
            
            $
            -$3,750,000
      secured convertible debentures with three financing companies;8% interest,
      payable monthly; principal due December 2009 (net of unamortized discount
      of $3,618,952 and $0, respectively)
            
            
            131,048
            
            
            
            -Total
            
            
            311,048
            
            
            
            -Less:
      current portion
            
            
            (40,000
            )
            
            
            -Total
      – long -term
            
            $
            271,048
            
            
            $
            -






NOTE
5.   RELATED-PARTY TRANSACTIONS





During
the year the Company incurred $180,000 in consulting, management and director
fees. These fees were paid as follows:





(a)
            $60,000
      in management and director fees paid to a company controlled by the
      Company’s President and Chief Executive
Officer;


(b)
            $60,000
      in management and director fees paid to a company controlled by the
      Company’s Vice President and Chief Financial Officer,
  and


(c)
            $60,000
      in consulting fees paid to a company controlled by the Company’s Vice
      President of Exploration.





The
Company also advanced a total of $27,020 to the President and Vice President
during the year. This balance is recorded as a related party
receivable.





NOTE
6.   STOCKHOLDERS’ EQUITY (DEFICIT)





Share
Capital


The
Company is authorized to issue 500,000,000 shares of common stock at par value
of $0.001. On September 14, 2007 the Company voted to complete a 52-to-1 forward
stock split, increasing its authorized shares to 518,440,000 which is reflected
retroactively in the financial statements. As a result of the outstanding shares
exceeding the authorized amount, the Company recorded a derivative liability for
the fair market value of the 18,440,000 shares. The value of the underlying
shares was determined based on comparable share purchases on or around the date
of the 52 for 1 forward share split. As a result, a derivative liability of
$23,050 was recorded and then reversed on October 1, 2007, when the Company's
President and Chief Executive Officer submitted 57,200,000 common shares for
voluntary rescission and cancellation.  On November 12, 2007, the Company’s
former President and Chief Executive Officer submitted an additional 416,312,000
shares for voluntary rescission and cancellation.





Warrants


On
December 5, 2007, and pursuant to the terms of the convertible debt financing
arrangement (Note 4), the Company issued 16,500,000 share purchase warrants to
purchase an equivalent number of common shares of the Company at an exercise
price of $0.30 per share, exercisable for five years. The fair value of these
warrants was estimated using the Black-Scholes option pricing model with an
expected life of 5 years, a risk free interest rate of 3.94%, a dividend yield
of 0%, and an expected volatility of 196%. The $3,750,000 fair value of the
common share purchase warrants was recorded as additional paid-in capital and a
reduction to the carrying cost of the convertible debenture.





F-12


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





During
the year there were no common share purchase warrants exercised. A summary of
the Company’s common share purchase warrants as of December 31, 2007 is
presented below:





Number
      of
            
            
            Weighted
      average
            
            
            Weighted
      averageRemainingwarrants
            
            
            exercise price
            
            
            life (years)Balance
      - December 31, 2006
            
            
            -
            
            
            $
            -
            
            
            
            -Issued
            
            
            16,500,000
            
            
            
            0.30
            
            
            
            4.93Exercised
            
            
            -
            
            
            
            -
            
            
            
            -Balance
      - December 31, 2007
            
            
            16,500,000
            
            
            $
            0.30
            
            
            
            4.93





NOTE
7.  BUSINESS COMBINATION





On
October 5, 2007, the Company completed the acquisition of 100% of the issued and
outstanding common shares of a Canadian mining company, 2146281 Ontario, Ltd.
Pursuant to the acquisition, the Company assumed the liabilities of 2146281
Ontario of $536,157 and granted the sellers a net mineral royalty of 7% on the
mineral rights acquired. The net mineral royalties are calculated based on gross
revenue, payable quarterly.





On
October 2, 2007, the Company issued 1,250,000 common shares in satisfaction of
the liability to the sellers of 2146281 Ontario. The fair value of these shares
was $312,500.





This
transaction has been accounted for in accordance with SFAS No. 141, “Business
Combinations,” using the purchase method of accounting.  The Company
has evaluated the preliminary fair values of the assets acquired and liabilities
assumed as of the date of acquisition.  The purchase of 2146281
Ontario resulted in the recording of the excess of cost over the fair value of
acquired net assets (goodwill) of $4,948 (see detail below).





Fair
      value of assets acquired:Cash
            
            $
            10Unproved
      mineral interests
            
            
            531,199Total
      fair value of assets acquired
            
            
            531,209Fair
      value of liabilities assumed:Accounts
      payable
            
            
            4,958Payable
      for mineral properties - cash
            
            
            218,699Payable
      for mineral properties - common stock
            
            
            312,500Total
      fair value of liabilities assumed
            
            
            536,157Excess
      fair value of net assets acquired (goodwill)
            
            $
            4,948











The
Company evaluated the carrying value of the mineral properties and goodwill at
year end to determine if events have occurred or circumstances have changed that
would more likely than not reduce the fair value of the property below its
carrying amount. Such circumstances could include, but are not limited to: (1) a
significant adverse change in legal factors or in business climate, (2)
unanticipated competition, or (3) an adverse action or assessment by a
regulator. The Company’s evaluation of the mineral properties and goodwill
completed during the year ended December 31, 2007 resulted in no impairment
losses.





F-13


BANCROFT
URANIUM INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2007 AND 2006





NOTE
8.   INCOME TAXES





The
Company accounts for income taxes under the provisions of SFAS
No.109.  The Company has paid no federal income taxes since its
incorporation. As of December 31, 2007, the Company had net operating loss
carryforwards for federal income tax reporting purposes of $880,577, which, if
unused, will expire beginning in 2022. Due to the change of control with the
acquisition by the Company of 214 Ontario, the accumulated losses of the Company
incurred prior to the acquisition of approximately $71,526, is limited to an
annual amount of approximately $25,923 in accordance with the internal revenue
code.  Future tax benefits which may arise as a result of these losses
have not been recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss carry
forwards.





The
Company reviews its valuation allowance requirements on an annual basis based on
projected future operations. When circumstances change and this causes a change
in management's judgment about the recoverability of future tax assets, the
impact of the change on the valuation allowance is
generally  reflected in current income.





The tax
effect of the operating loss carry forwards are as follows at December 31, 2007
and 2006:





For
      the years ended December 31,
            
            2007
            
            
            2006Operating
      loss carry forward
            
            $
            299,327
            
            
            $
            24,249Deferred
      tax liability
            
            
            (28
            )
            
            
            -Valuation
      allowance
            
            
            (299,299
            )
            
            
            (24,249
            )Total
      Deferred Tax Asset
            
            $
            -
            
            
            $
            -





The
following is a reconciliation of the income tax computed using the federal
statutory rate to the provision for income taxes for the years ended December
31, 2007 and 2006:





For
      the years ended December 31,
            
            2007
            
            
            2006Tax
      at federal statutory rate (34%)
            
            $
            (290,200
            )
            
            $
            (4,669
            )Non-deductible
      expenses
            
            
            15,150
            
            
            
            -Change
      in valuation allowance
            
            
            275,050
            
            
            
            4,669Provision
      for Income Taxes
            
            $
            -
            
            
            $
            -





NOTE
9.   COMMITMENTS AND CONTINGENCIES





The
Company’s mining operations are subject to federal and provincial regulations
for the protection of the environment, including water quality. These laws are
constantly changing and generally becoming more restrictive. The ongoing costs
of complying with such regulations are not expected to be significant to the
Company’s annual operating costs. Future mine closures and reclamation costs
will be provided for as each pound of uranium is produced on a
unit-of-production basis. The Company will review its reclamation obligations
each year and determine the appropriate unit charge. The Company will also
evaluate the status of current environmental laws and their potential impact on
their accrual for costs. The Company believes its operations are in compliance
with current environmental regulations.








F-14


ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AN ACCOUNTING FINANCIAL
DISCLOSURE.




There
were no previously unreported events under this Item 8 during the fiscal year
ended December 31, 2007.





ITEM
8A. CONTROLS AND PROCEDURES.





DISCLOSURE
CONTROLS AND PROCEDURES





We
maintain disclosure controls and procedures designed to ensure that the
information required to be disclosed in our reports filed or submitted under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported in a timely manner as specified in the rules and forms set forth by
the United States Securities and Exchange Commission. These controls and
procedures are designed to ensure that the information required to be disclosed
in our reports is accumulated and communicated to our management, including our
Chief Executive Officer and Principal Financial Officer, or other persons
performing similar functions, as appropriate, so as to allow timely decisions
regarding required disclosure.





An
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures was carried out by our Chief Executive Officer and
Principal Financial Officer, P. Leslie Hammond, as of the end of the period
covered by this annual report on Form 10-KSB. Based on this evaluation, our
Chief Executive Officer and Principal Financial Officer has concluded that our
disclosure controls and procedures are not effective with respect to financial
reporting and have not been designed to ensure that the information required to
be disclosed in our reports filed or submitted under the Exchange Act, is
recorded, processed, summarized and reported within the requisite time periods
with respect to financial reporting.  Our Chief Executive Officer and
Principal Financial Officer concluded that there are significant deficiencies in
our financial reporting.  We intend to engage the services of a
qualified, third party consultant to assist us in the design and implementation
of effective financial reporting controls and intend to have such controls
designed and implemented by June 30, 2008, though there can be no assurance that
this will be the case.





During
the course of his evaluation our Chief Executive Officer and Principal Financial
Officer did not discover any fraud involving management or any other personnel
who play a significant role in our disclosure controls and procedures.
Furthermore, because there were no significant deficiencies and/or material
weaknesses discovered no remedial measures were necessary or taken during the
period covered by this report to correct any such deficiencies.





CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING





No
changes in our disclosure controls and procedures, internal controls over
financial reporting or other factors have occurred during the fiscal year
covered by this report that would materially affect or be reasonably likely to
materially affect our disclosure controls and procedures or internal controls
over financial reporting.





ITEM 8B. OTHER INFORMATION.





None





24


PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





The
following table sets forth our directors and executive officers and their ages
as of the fiscal year ended December 31, 2007:





Name
            
            Age
            
            PositionP.
      Leslie Hammond
            
            61
            
            Chief
      Executive Officer, President, and Director.David
      Naylor
            
            44
            
            Principal
      Financial and Accounting Officer








P. Leslie Hammond - Chief Executive Officer, President
and Director





P. Leslie
Hammond is a chartered accountant who has been employed since 1985 as the
President of Hammond Management Corporation based in Victoria, British
Columbia.  At Hammond Management Corporation, Mr. Hammond provides
private and public companies with a wide variety of management and advisory
services.  Mr. Hammond has a bachelor of arts from Simon Fraser
University in Economics and Commerce and has been a chartered accountant since
1974.





David
Naylor – Principal Financial
and Accounting Officer





David
Naylor is a Certified Management Accountant (CMA).  From September
2002 until October 2003 he was employed by the British Columbia, Canada Ministry
of Provincial Revenue based in Victoria, BC.  From October 2003 until
the present, he has served as a director and CFO of Silver Star Energy, Inc. and
a director and CFO of Caliber Energy, Inc.  Mr. Naylor previously
worked for a media publishing concern.





FAMILY
RELATIONSHIPS





There are
no family relationships, by blood or marriage, among any of our directors or
executive officers.





INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS





During
the past five years, none of our directors, executive officers and control
persons have been involved in any of the following events:





·
            any
      bankruptcy petition filed by or against any business of which such person
      was an executive officer either at the time of the bankruptcy or within
      two years prior to that time;





·
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





·
            being
      subject to any order, judgment, or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      and


25


·
            being
      found by a court of competent jurisdiction (in a civil action), the
      Securities and Exchange Commission or the Commodity Futures Trading
      Commission to have violated a federal or state securities or commodities
      law, and the judgment has not been reversed, suspended, or
      vacated.





BOARD
OF DIRECTORS COMMITTEES





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, we have no standing committees and our entire board of directors serves as
our audit, compensation and nominating committees. We believe that our board of
directors are capable of adequately analyzing and evaluating our financial
statements and understanding our internal controls over financial reporting, and
that retaining an independent director who would qualify as an audit committee
financial expert would be overly cost prohibitive and unwarranted given our
limited resources and operations.





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, there have been no material changes to the procedures by which our
security holders may recommend nominees to our board of directors.





CODE
OF ETHICS





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, we have not yet adopted a code of ethics for our principal executive
officer, principal financial officer or principal accounting officer. We are,
however, in the process of drafting such a code of ethics and, upon adoption, we
will provide a copy of our code of ethics, without charge, to any person who so
requests a copy, in writing, at: Bancroft Uranium, Inc., 8655 East Via De
Ventura, Suite G200, Scottsdale, AZ 85258.





COMPLIANCE
WITH SECTION 16(A)





Section
16(a) of the Exchange Act requires our directors and executive officers, and
persons who own more than ten percent of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of
changes in ownership of our common stock and other equity securities of ours.
Officers, directors and greater than ten percent stockholders are required by
the SEC’s regulations to furnish us with copies of all Section 16(a) forms they
filed.





The
following table sets for the compliance reporting under Section 16(a) during the
last fiscal year.





Number
      of
              Late
      Reports
            
            Number
      of Transactions
              Not
      Timely Reported
            
            Failure
      to FileAndrew
      Hamilton
            1
            
            2
            
            -





26


ITEM 10. EXECUTIVE COMPENSATION.





The
following table sets forth the total compensation awarded to, earned by, or paid
to our Chief Executive Officer during each of the last two completed fiscal
years. No other individuals are employed by us or have earned a total annual
salary and bonus in excess of $100,000 during any of the last two completed
fiscal years.





SUMMARY
      COMPENSATION TABLEName
      and Principal Position
            Year
            
            Salary
            
            
            Bonus
            
            
            Stock
      Awards
            
            
            Option
      Awards
            
            
            Non-Equity
      Incentive Plan Compensation
            
            
            Nonqualified
      Deferred Compensation Earnings
            
            
            All
      Other Compensation
            
            
            TotalP.
      Leslie Hammond*
            2007
            
            $
            60,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            $
            60,000Chief
      Executive Officer
            2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Andrew
      Hamilton**
            2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Chief
      Executive Officer
            2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -





*
            P.
      Leslie Hammond was appointed as our Chief Executive Officer, Principal
      Accounting Officer, President, and a director on October 12,
      2007.





**
            Andrew
      Hamilton was appointed our Chief Executive Officer, Principal Accounting
      Officer, President, and a director on November 10, 2005 and resigned on
      October 12, 2007.





EMPLOYMENT
AGREEMENTS





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, we have no employment agreements in place with any of our other executive
officers, directors or employees.





OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END





There
were no unexercised options, stock that had not vested, or equity incentive plan
awards outstanding as of the end of the fiscal year ended December 31,
2007.  There are 16,500,000 warrants to purchase common stock at an
exercise price of $0.30 per share that were issued in connection with the sale
of our convertible debentures.




COMPENSATION
OF DIRECTORS





Pursuant
to authority granted under our Article III, Section 10 of our bylaws, directors
are entitled to such compensation as our board of directors shall from time to
time determine. For the fiscal year ended December 31, 2007 our directors were
not compensated.





27


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





As of the
date of this annual report on Form 10-KSB for the fiscal year ended December 31,
2007, we have not adopted an equity compensation plan.





SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth certain information regarding the beneficial
ownership of our common stock as of April 14, 2008. The information in these
tables provides ownership information for:





·
            each
      person known by us to be the beneficial owner of more than a 5% of our
      common stock


·
            each
      of our directors and executive officers;
and


·
            all
      of our directors and executive officers as a
  group.





Beneficial
ownership has been determined in accordance with the rules and regulations of
the SEC and includes voting or investment power with respect to our common stock
and those rights to acquire additional shares within sixty days. Unless
otherwise indicated, the persons named in the table below have sole voting and
investment power with respect to the number of shares of common stock indicated
as beneficially owned by them, except to the extent such power may be shared
with a spouse. Common stock beneficially owned and percentage ownership are
based on 46,178,000 shares of common stock currently outstanding and no
additional shares potentially acquired within sixty days. The address of each
person listed is care of Bancroft Uranium, Inc., 8655 East Via De Ventura, Suite
G200, Scottsdale, AZ 85258.




Name
            
            Amount
      andNature
      of Ownership
            
            Percent
      of Class*P.
      Leslie Hammond (1)
            
            23,972,000
            
            51.9
      %




(1)
            Consists
      of 23,972,000 shares of common stock directly
  owned.




ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS AND DIRECTOR INDEPENDENCE.





During
the year the Company incurred $180,000 in consulting, management and director
fees. These fees were paid as follows:





(a)
            $60,000
      in management and director fees paid to a company controlled by the
      Company’s President and Chief Executive
Officer;


(b)
            $60,000
      in management and director fees paid to a company controlled by the
      Company’s Vice President and Chief Financial Officer,
  and


(c)
            $60,000
      in consulting fees paid to a company controlled by the Company’s Vice
      President of Exploration.





The
Company also advanced a total of $27,020 to the President and Vice President
during the year. This balance is recorded as a related party
receivable.





28


ITEM
13. EXHIBITS.





Exhibit No.
            
            Description3.1
            
            Articles
      of Incorporation, as amended. (5)3.2
            
            By-Laws.
      (1)4.1
            
            Form
      of Common Stock Certificate. (1)4.2
            
            Form
      of Registration Rights Agreement dated December 5, 2007 among the Company
      and Pierce Diversified Strategy Master Fund, Enable Opportunity Partners,
      L.P. and Enable Growth Partners L.P. (3)4.3
            
            Form
      of Securities Purchase Agreement dated December 5, 2007 between the
      Company and Pierce Diversified Strategy Master Fund, Enable Opportunity
      Partners, L.P. and Enable Growth Partners L.P (3)4.4
            
            Form
      of Security Agreement dated December 5, 2007 from the Company to Pierce
      Diversified Strategy Master Fund, Enable Opportunity Partners, L.P. and
      Enable Growth Partners L.P (3)4.5
            
            Form
      of Subsidiary Guaranty from 2146281 Ontario Limited to Pierce Diversified
      Strategy Master Fund, Enable Opportunity Partners, L.P. and Enable Growth
      Partners L.P (3)4.6
            
            Form
      of Lock Up Agreement between certain shareholders, the Company and Pierce
      Diversified Strategy Master Fund, Enable Opportunity Partners, L.P. and
      Enable Growth Partners L.P. (3)4.7
            
            Form
      of Warrant Agreement between the Company and Pierce Diversified Strategy
      Master Fund, Enable Opportunity Partners, L.P. and Enable Growth Partners
      L.P. (3)4.8
            
            Lock
      Up Agreement between P. Leslie Hammond, the Company and Pierce Diversified
      Strategy Master Fund, Enable Opportunity Partners, L.P. and Enable Growth
      Partners L.P. (3)4.9
            
            Lock
      Up Agreement between Andrew Hamilton, the Company and Pierce Diversified
      Strategy Master Fund, Enable Opportunity Partners, L.P. and Enable Growth
      Partners L.P. (3)10.1
            
            Share
      Purchase Agreement, dated September 14, 2007, among the Registrant,
      2146281 Ontario Limited, an Ontario, Canada corporation (“214”) and
      Gravhaven Limited, a Cayman Island corporation (“Gravhaven”).*
      (2)10.2
            
            Closing
      Memorandum between the Registrant, 2146281 Ontario Limited, Andrew
      Hamilton and P. Leslie Hammond, dated October 3, 2007
  (4)10.3
            
            Elliot
      Lake South Project Agreement dated August 27, 2007 between 2146281 Ontario
      Limited and 2060014 Ontario Limited (4)10.4
            
            LongLac
      Project Agreement dated August 27, 2007 between 2146281 Ontario Limited
      and 2060014 Ontario Limited. ( 4)10.5
            
            Monmouth
      Agreement dated August 31, 2007 between 2146281 Ontario Limited and Yvon
      Gagne. (4)10.6
            
            Exclusive
      Finder’s Agreement between the Company and Empire Financial Group, Inc.,
      dated October 4, 2007.(6)31.1
            
            Certification
      of Bancroft Uranium, Inc. Chief Executive Officer, P. Leslie Hammond,
      required by Rule 13a-14(a) or Rule 15d-14(a), dated April 15,
      2008.*31.2
            
            Certification
      of Bancroft Uranium, Inc. Chief Financial Officer and Principal Financial
      and Accounting Officer, David Naylor, required by Rule 13a-14(a) or Rule
      15d-14(a), dated April 15, 2008.*





29





32.1
            
            Certification
      of Bancroft Uranium, Inc. Chief Executive Officer, P. Leslie Hammond,
      required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter
      63 of Title 18 of the United States Code (18 U.S.C. 1350), dated April 15,
      2008*32.2
            
            Certification
      of Bancroft Uranium, Inc. Chief Financial Officer and Principal Financial
      and Accounting Officer, David Naylor, required by Rule 13a-14(b) or Rule
      15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States
      Code (18 U.S.C. 1350), dated April 15, 2008.
*





*
            Filed
      herewith.





(1)
            Incorporated
      by reference to the Company’s Registration Statement filed on April 12,
      2002 as Exhibit 3.2.


(2)
            Incorporated
      by reference to Exhibit 2.1 of the Company’s Form 8-K filed on Septebmer
      14, 2007


(3)
            Incorporated
      by reference to Exhibits 10.1 through 10.9 of Form 8-K of the Company
      filed on December 10, 2007.


(4)
            Incorporated
      by reference to Exhibit 10.1 through 10.3 of Form 8-K of the Company filed
      on October 3, 2007.


(5)
            Incorporated
      by reference to the Company’s Registration Statement filed on April 12,
      2002 as Exhibit 3.2 and to the Company’s filing on Form DEF 14C on August
      24, 2007.


(6)
            Incorporated
      by reference to Exhibit 10.6 to the Company’s Registration Statement filed
      on Form SB-2 on January 7, 2008.








ITEM 14. PRINCIPAL ACCOUNTANT FEES
AND SERVICES.





The
following table sets forth the aggregate amount of various professional fees
billed by our principal accountants with respect to our last two fiscal
years:





2007
            
            
            2006Audit
      fees
            
            $
            8,727
            
            
            $
            7,637Audit-related
      fees
            
            
            -
            
            
            
            -Tax
      fees
            
            
            186
            
            
            
            227All
      other fees
            
            
            -
            
            
            
            -Total
            
            $
            8,913
            
            
            $
            7,864





All audit
fees are approved by our board of directors. Hansen, Barnett & Maxwell, P.C.
(“HB&M”) does not provide any non-audit services to us.





30


Audit
Fees





Audit
fees billed for professional services rendered by HB&M, during the fiscal
years ended December 31, 2007 and 2006, for the audit of our annual financial
statements, review of the financial statements included in our quarterly reports
on Form 10-QSB, and any services provided in connection with statutory and
regulatory filings or engagements for those year ended, totaled approximately
$8,727 and $7,637, respectively.





Audit-Related
Fees





There
were no audit-related fees billed by HB&M, during the fiscal years ended
December 31, 2007 and 2006.





Tax
Fees





Tax fees
billed by HB&M, during the fiscal years ended December 31, 2007 and 2006,
for tax compliance, tax advice and tax planning services totaled approximately
$186 and $227, respectively.





All
Other Fees





There
were no fees billed by HB&M, during the fiscal years ended December 31, 2007
and 2006 for services rendered other than the amounts set forth
above.






31


Signatures





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





Date:
      April 15, 2008BANCROFT
      URANIUM, INC.By:
            /s/ P. Leslie
      HammondP.
      Leslie HammondPresident
      & Chief Executive Officer






































32