UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB/A





(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 10, 2008,
was $17,764,800.  As of April 10, 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]





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 effective and 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.





It was
determined by our independent public auditors  during the course of
preparation of their audit report dated April 15, 2008, that the management's
assessment of  disclosure controls be revised to more disclose the
deficiencies noted in the financial reporting process by our independent
auditors. Our independent auditors proposed significant journal entries to the
financial statements, in addition, they proposed adjustments to the notes to the
financial statements, including a footnote to disclose the purchase accounting
and details of the business combination, disclosing registration rights,
recently issued accounting pronouncements, and calculating deferred income tax
provision.   Based on the advice of our independent auditors and
based on the number of adjustments they proposed as noted above, our Chief
Executive Officer and Principal Financial Officers concluded that our disclosure
controls and procedures are not effective.   We believe, based on
our investigations, that the material deficiencies in controls first
began  in October, 2007, when we completed our purchase of our
Canadian Mining Subsidiary, which involved a significant expansion of our
operations and financial activities.





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.  We have asked
Moore & Associates, Chartered, a PCAOB registered accounting firm, to assist
us in the design of effective disclosure controls.  Moore &
Associates, Chartered, has not yet accepted such an engagement.  We
believe that the cost of remediation of the problems with our disclosure
controls will cost less than $25,000, but there can be no assurance that this is
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 quarter
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.







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:
      May 30, 2008BANCROFT
      URANIUM, INC.By:
            /s/ P. Leslie
      HammondP.
      Leslie HammondPresident
      & Chief Executive Officer