UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-Q


(Mark
One)





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


For the
quarterly period ended October 31, 2008


OR


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


For the
transition period from _______ to _______





Commission
File Number:  333-134549





US
URANIUM INC.


(Exact
Name of Small Business Issuer as Specified in its Charter)




Nevada
            83-483725(State of
      Incorporation)
            (IRS Employer
      Identification No.)




6830
Elm Street


McLean,
VA 22101


(703)
403-7529


(Address
of principal executive offices and telephone number)





Indicate
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
o





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


Large
      accelerated filer  o
            
            Accelerated
      filer  o
            
            Non-accelerated
      filer  o
            
            Smaller
      reporting company  þ(Do
      not check if a smaller
              Reporting
      company)





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





There
      were 58,313,002 shares of common stock issued and outstanding as of
      December 15, 2008.









US
URANIUM INC.




INDEX




PagePart
      I Financial InformationItem 1
              
              Financial
      StatementsBalance
      Sheets (unaudited)
              
              3Statements
      of Operations (unaudited)
              
              4Statements
      of Cash Flows (unaudited)
              
              5Notes
      to the Unaudited Financial Statements
              
              6Item 2
              
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              
              8Item 4T
              
              Controls
      and Procedures
              
              11Part
      II Other Information
              
              12Item 2
              
              Unregistered
      Sale of Equity Securities and Use of Proceeds
              
              12Item
      6
              
              Exhibits
              
              12Signatures
              
              13Exhibit
      – Certification of Principal Executive Officer and Principal Financial
      Officer
              
              14Exhibit
      – Certification of Chief Executive Officer and Chief Financial
      Officer
              
              16









PART
I


FINANCIAL
INFORMATION





ITEM
1.  FINANCIAL STATEMENTS





The
financial statements of US Uranium Inc. (the “Company”) required to be filed
with this Quarterly Report on Form 10-Q were prepared by management and commence
on the following page, together with the related Notes. In the opinion of
management, these financial statements fairly present the financial condition of
the Company, but should be read in conjunction with the financial statements of
the Company for the period ended January 31, 2008, previously filed on Form
10-KSB with the Securities and Exchange Commission (“SEC”), File No.
333-134549.




2


US
URANIUM INC.
 (a
development stage company)





Balance
Sheets




ASSETS


October
      31,
                                                                            
                                                                            
                                                                            January
      31,2008
                                                                            
                                                                            
                                                                            2008(unaudited)CURRENT
      ASSETSCash
                                                                            
                                                                            $
                                                                            5,964
                                                                            
                                                                            
                                                                            $
                                                                            2,583Total
      Current Assets
                                                                            
                                                                            
                                                                            5,964
                                                                            
                                                                            
                                                                            
                                                                            2,583OTHER
      ASSETSNote
      receivable-related party
                                                                            
                                                                            
                                                                            557,927
                                                                            
                                                                            
                                                                            
                                                                            557,927TOTAL
      ASSETS
                                                                            
                                                                            $
                                                                            563,891
                                                                            
                                                                            
                                                                            $
                                                                            560,510
  LIABILITIES AND STOCKHOLDERS'
EQUITY
  CURRENT
      LIABILITIESAccounts
      payable
                                            
                                            $
                                            1,224
                                            
                                            
                                            $
                                            797Total
      Current Liabilities
                                            
                                            
                                            1,224
                                            
                                            
                                            
                                            797STOCKHOLDERS'
      EQUITYPreferred
      stock, 10,000,000 shares authorized atPar
      value of $0.001, no shares issued and outstanding
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -Common
      stock, 300,000,000 shares authorized atpar
      value of $0.001, 58,313,002 and 56,313,002shares
      issued and outstanding
                                            
                                            
                                            58,313
                                            
                                            
                                            
                                            56,313Additional
      paid-in capital
                                            
                                            
                                            959,755
                                            
                                            
                                            
                                            941,755Deficit
      accumulated during the exploration stage
                                            
                                            
                                            (455,401
                                            )
                                            
                                            
                                            (438,355
                                            )Total
      Stockholders' Equity
                                            
                                            
                                            562,667
                                            
                                            
                                            
                                            559,713TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                            
                                            $
                                            563,891
                                            
                                            
                                            $
                                            560,510
  The
accompanying notes are an integral part of these financial
statements.
  3
  US
URANIUM INC.
 (a
development stage company)


Statements
of Operations


(unaudited)




From
      InceptionFor
      the Three
                        
                        
                        For
      the Three
                        
                        
                        For
      the Nine
                        
                        
                        For
      the Nine
                        
                        
                        on
      April 19,Months
      Ended
                        
                        
                        Months
      Ended
                        
                        
                        Months
      Ended
                        
                        
                        Months
      Ended
                        
                        
                        2004
      ThroughOctober
      31,
                        
                        
                        October
      31,
                        
                        
                        October
      31,
                        
                        
                        October
      31,
                        
                        
                        October
      31,2008
                        
                        
                        2007
                        
                        
                        2008
                        
                        
                        2007
                        
                        
                        2008REVENUES
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -COST
      OF SALES
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -GROSS
      MARGIN
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -OPERATING
      EXPENSESMineral
      property expenses
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        1,556
                        
                        
                        
                        29,465General
      and administrative
                        
                        
                        3,407
                        
                        
                        
                        16,381
                        
                        
                        
                        17,056
                        
                        
                        
                        297,152
                        
                        
                        
                        425,946Total
      OperatingExpenses
                        
                        
                        3,407
                        
                        
                        
                        16,381
                        
                        
                        
                        17,056
                        
                        
                        
                        298,708
                        
                        
                        
                        455,411OTHER
      INCOME (EXPENSE)Interest
      income
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        10
                        
                        
                        
                        -
                        
                        
                        
                        10INCOME
      (LOSS) FROMOPERATIONS
                        
                        
                        (3,397
                        )
                        
                        
                        (16,381
                        )
                        
                        
                        (17,046
                        )
                        
                        
                        (298,708
                        )
                        
                        
                        (455,401
                        )INCOME
      TAX EXPENSE
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -NET
      LOSS
                        
                        $
                        (3,397
                        )
                        
                        $
                        (16,381
                        )
                        
                        $
                        (17,046
                        )
                        
                        $
                        (298,708
                        )
                        
                        $
                        (455,401
                        )BASIC
      LOSS PER COMMON SHARE
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )
                        
                        
                        (0.00
                        )
                        
                        
                        (0.01
                        )WEIGHTED
      AVERAGE NUMBEROF
      COMMON SHARES OUTSTANDING
                        
                        
                        57,313,002
                        
                        
                        
                        56,193,002
                        
                        
                        
                        56,313,002
                        
                        
                        
                        55,850,778








4


US
URANIUM INC.
 (a
development stage company)





Statements
of Cash Flows


(unaudited)




From
      InceptionFor
      the Nine
                                
                                
                                For
      the Nine
                                
                                
                                on
      April 19,Months
      Ended
                                
                                
                                Months
      Ended
                                
                                
                                2004
      ThroughOctober
      31,
                                
                                
                                October
      31,
                                
                                
                                October
      31,2008
                                
                                
                                2007
                                
                                
                                2008OPERATING
      ACTIVITIESNet
      loss
                                
                                $
                                (17,046
                                )
                                
                                $
                                (298,708
                                )
                                
                                $
                                (455,401
                                )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Contributed
      capital
                                
                                
                                2,000
                                
                                
                                
                                2,000
                                
                                
                                
                                268,668Changes
      in operating assets and liabilities:Increase
      (decrease) in accounts payable
                                
                                
                                427
                                
                                
                                
                                235,668
                                
                                
                                
                                1,224Net
      Cash Used by Operating Activities
                                
                                
                                (14,619
                                )
                                
                                
                                (61,040
                                )
                                
                                
                                (185,509
                                )INVESTING
      ACTIVITIESIncrease
      in note receivable - related party
                                
                                
                                -
                                
                                
                                
                                (557,927
                                )
                                
                                
                                (557,927
                                )Net
      Cash Used by Investing Activities
                                
                                
                                -
                                
                                
                                
                                (557,927
                                )
                                
                                
                                (557,927
                                )FINANCING
      ACTIVITIESProceeds
      from common stock issued
                                
                                
                                18,000
                                
                                
                                
                                595,000
                                
                                
                                
                                749,400Net
      Cash Used by Financing Activities
                                
                                
                                18,000
                                
                                
                                
                                595,000
                                
                                
                                
                                749,400NET
      DECREASE IN CASH
                                
                                
                                3,381
                                
                                
                                
                                (23,967
                                )
                                
                                
                                5,964CASH
      AT BEGINNING OF PERIOD
                                
                                
                                2,583
                                
                                
                                
                                23,967
                                
                                
                                
                                -CASH
      AT END OF PERIOD
                                
                                $
                                5,964
                                
                                
                                $
                                -
                                
                                
                                $
                                5,964SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -Income
      Taxes
                                
                                $
                                -
                                
                                
                                $
                                -
                                
                                
                                $
                                -








5




US
URANIUM, INC.




Notes to
Financial Statements


October
31, 2008 and January 31, 2008





NOTE 1 -
ORGANIZATION AND DESCRIPTION OF BUSINESS





Unaudited
Interim Financial Statements





The
accompanying unaudited interim financial statements have been prepared in
accordance with United States generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q of
Regulation S-K. They may not include all information and footnotes required by
United States generally accepted accounting principles for complete financial
statements. However, except as disclosed herein, there has been no material
changes in the information disclosed in the notes to the financial statements
for the year ended January 31, 2008 included in the Company's Form 10-KSB filed
with the Securities and Exchange Commission. The unaudited interim financial
statements should be read in conjunction with those financial statements
included in the Form 10-KSB. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the three months
ended October 31, 2008 are not necessarily indicative of the results that may be
expected for the year ending January 31, 2009.





NOTE 2 -
GOING CONCERN





These
financial statements have been prepared on a going concern basis. The Company
has incurred losses since inception resulting in an accumulated deficit of
$454,253 at October 31, 2008 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management has plans to seek additional financing through
private placements of its common stock and/or loans from directors. These
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue as a going concern.





NOTE 3 –
EQUITY TRANSACTIONS





On
September 18, 2008, the Company issued 4,000,000 shares of its common stock for
cash at $0.005 per share for total proceeds of $20,000.




6




US
URANIUM, INC.




Notes to
Financial Statements


October
31, 2008 and January 31, 2008





NOTE
4 – SIGNIFICANT ACCOUNTING POLICIES





Use of
Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





Recent Accounting
Pronouncements





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial
Guarantee Insurance Contracts-and interpretation of FASB Statement No.
60”.SFAS
No. 163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of  premium
revenue and claims liabilities. This statement also requires expanded
disclosures about financial guarantee insurance contracts. SFAS No. 163 is
effective for fiscal years beginning on or after December 15, 2008, and interim
periods within those years. SFAS No. 163 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally
Accepted Accounting Principles”.SFAS No. 162 sets forth
the level of authority to a given accounting pronouncement or document by
category. Where there might be conflicting guidance between two categories, the
more authoritative category will prevail. SFAS No. 162 will become effective 60
days after the SEC approves the PCAOB’s amendments to AU Section 411 of the
AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s
financial position, statements of operations, or cash flows at this
time.




7




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





This
report contains forward-looking statements. All statements other than statements
of historical facts included in this Quarterly Report on Form 10-Q, including
without limitation, statements in this Management’s Discussion and Analysis of
Financial Condition and Results of Operations regarding our financial position,
estimated working capital, business strategy, the plans and objectives of our
management for future operations and those statements preceded by, followed by
or that otherwise include the words “believe”, “expects”, “anticipates”,
“intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”,
“should”, or similar expressions or variations on such expressions are
forward-looking statements. We can give no assurances that the assumptions upon
which the forward-looking statements are based will prove to be correct. Because
forward-looking statements are subject to risks and uncertainties, actual
results may differ materially from those expressed or implied by the
forward-looking statements. There are a number of risks, uncertainties and other
important factors that could cause our actual results to differ materially from
the forward-looking statements, including, but not limited to, our ability to
identify and successfully participate in any future acquisition, joint venture
or other new business initiative.





OVERVIEW





We were
incorporated on April 19, 2004 as Arbutus Resources Inc. under the laws of the
state of Nevada.  We are an exploration stage company with no revenues
and a limited operating history. We were organized to be engaged in the
acquisition, and exploration of mineral properties with a view to exploiting any
mineral deposits we discovered that demonstrated economic
feasibility.





As
previously reported, on June 22, 2007, we loaned $545,000 (and another $50,000
on June 28, 2007) in bridge financing (“Bridge Loan”) to Cromwell Uranium
Holdings, Inc. (“Holdings”), a corporation with which we were contemplating a
reverse triangular merger. To finance the Bridge Loan, we issued $595,000 of our
9% debentures (“Debentures”) pursuant to the exemptions from registration
provided by Regulation D and Regulation S of the Securities Act, to a limited
number of accredited investors and non-U.S. persons.





On July
11, 2007, a wholly owned subsidiary of ours (“Acquisition Corp.”) merged with
and into with Holdings with Holdings as the surviving corporation (the
“Merger”), which, in turn, became our wholly owned subsidiary. In connection
with the Merger, we issued 31,000,000 shares of our common stock to the
pre-Merger stockholder of Holdings.





At the
Merger, the Debentures were converted into units of our securities, each
consisting of one share of our common stock and one warrant to purchase a share
of our common stock. The warrants are immediately exercisable and remain so for
five years at an exercise price of $0.75 per share. Also at the Merger, the
Bridge Loan was deemed paid.





As a
condition to the Merger, we transferred all of our assets, other than the stock
of Acquisition Corp., to another of our wholly owned subsidiaries, Arbutus
Leaseco, Inc. (“Leaseco”). At the Merger, we sold all the capital stock of
Leaseco to Karen Law and Lyle Smith, our former directors, in exchange for the
capital stock of ours that each owned, 44,450,000 shares in the
aggregate.




8





The
parties subsequently determined to unwind the transactions and return Holdings
to its status as a privately held company (the “Unwinding”). Accordingly,
effective August 8, 2007, the parties entered into a Reversal Agreement pursuant
to which we sold the shares of Holdings back to its former stockholder in
exchange for the return to treasury of the 31,000,000 shares of our common stock
issued in the Merger. As additional consideration for the purchase and sale of
the shares of Holdings, Holdings agreed to repay to us the entire net principal
amount of the Bridge Loan it had received, together with certain expenses
incurred by us, or an aggregate of $557,927.





Holdings
issued us a promissory note (the “Note” and, together with related documents,
the “Loan Documents”) in connection with the loan (the “Loan”) of the $557,927
principal balance of net funds advanced by us. The Note was due on November 15,
2007 (the “Due Date”), and bore interest at the rate of 9% per annum. The Note
was secured by a perfected security interest and first priority lien on all of
the assets of Holdings, as well as by the deposit into escrow of all of the
issued and outstanding shares of Holdings.





Holdings
was to begin making consecutive monthly interest-only payments on the Note of
accrued interest commencing 30 days from the closing of the Loan through the Due
Date, at which time Holdings was required to repay the unpaid principal amount
of the Note, together with accrued and unpaid interest.





A default
by Holdings under the Note caused an increase to the interest rate from 9% to
15% per annum, which increased interest rate will continue until all defaults
are cured. In addition, if such default is not cured, we became entitled to
foreclose on our security interest in the collateral provided for under the Loan
Documents and to obtain delivery of the escrowed Holdings shares.





As of the
date of this report Holdings has not made any interest payments under the Note,
nor did it repay the principal balance of the Note on the Due Date. We have
notified Holdings that it is in default under the Note. We have not yet
foreclosed on our security interest.





Following
completion of the Unwinding, we have redirected our focus towards identifying
and pursuing options regarding the development of a new business plan and
direction. We intend to explore various business opportunities that have the
potential to generate positive revenue, profits and cash flow in order to
financially accommodate the costs of being a publicly held company. However, we
cannot assure you that there will be any other business opportunities available,
or of the nature of any business opportunity that we may find, or of the
financial resources required of any possible business opportunity.




9




RESULTS
OF OPERATIONS





For the
nine months ended October 31, 2008 and since our date of inception, we have not
generated any revenue.





We
incurred total operating expenses of $3,407 and $17,056 for the three and
nine month periods ended October 31, 2008, as compared to total operating
expenses of $16,381 and $298,708 for the three and nine month periods ended
October 31, 2007. These expenses consisted of operating expenses incurred in
connection with the day-to-day operation of our business and the preparation and
filing of our periodic reports. The significant operating expenses include
general and administrative expenses and professional fees of $3,407 and
$17,056 for the three and nine months ended October 31, 2008 incurred in
connection with filing of periodic reports, SEC compliance filings, audit and
accounting fees and general corporate matters as compared with general and
administrative expenses and professional fees of $16,381 and $297,152 during the
three and nine months ended October 31, 2007. We incurred mineral property
expenses of $-0- for the nine months ended October 31, 2008 as compared to
mineral property expenses of $1,556 for the nine months ended October 31, 2007.
The decrease in 2008 was the result of our inactivity since our unsuccessful
attempt to acquire Cromwell Uranium Holdings, Inc.





LIQUIDITY
AND CAPITAL RESOURCES





At
October 31, 2008, we had $5,964 in the bank.





As
discussed above, we are owed the entire $557,927 principal balance of the Note
issued to us by Holdings, plus accrued interest. However, Holdings is in default
under the Note, and we are currently unable to determine the likelihood that the
Note will be repaid.





We are a
development stage company and currently have no operations. Our independent
auditors have issued an audit opinion for us which includes a statement
expressing substantial doubt as to our ability to continue as a going
concern.





We do not
have sufficient funds on hand to pursue our business objectives for the near
future or to commence operations without seeking additional funding. We
currently do not have a specific plan of how we will obtain such
funding.





We have
minimal operating costs and expenses at the present time due to our limited
business activities.  We may, however, be required to raise additional
capital over the next twelve months to meet our current administrative expenses,
and we may do so in connection with or in anticipation of possible acquisition
transactions. This financing may take the form of additional sales of our equity
securities or loans from our sole officer.  There is no assurance that
additional financing will be available, if required, or on terms favorable to
us.





OFF-BALANCE
SHEET ARRANGEMENTS





We have
no off-balance sheet arrangements.




10





SIGNIFICANT
ACCOUNTING POLICIES





It is
suggested that these financial statements be read in conjunction with our
January 31, 2008 audited financial statements and notes thereto, which can be
found in our Form 10-KSB filing on the SEC website at www.sec.gov under our SEC
File Number 333-134549.





ITEM
4T.  CONTROLS AND PROCEDURES





EVALUATION
OF DISCLOSURE CONTROLS AND PROCEDURES





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we have conducted
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934, as of the end of the period covered by this
report. Based on this evaluation, our principal executive officer and principal
financial officer concluded as of the evaluation date that our disclosure
controls and procedures were effective such that the material information
required to be included in our SEC reports is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms relating
to our company, particularly during the period when this report was being
prepared.





Additionally,
there were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date. We have not identified any significant deficiencies or material weaknesses
in our internal controls, and therefore there were no corrective actions
taken.




11





PART
II


OTHER
INFORMATION





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





On
September 18, 2008, we closed a private placement (the “Offering”) of shares of
our common stock, $0.001 par value per share (the “Common
Stock”).  The Offering was conducted pursuant to the exemption from
the registration requirements of the federal securities laws provided by
Regulation D and Regulation S promulgated under the Securities Act of 1933, as
amended (the “Securities Act”), and Section 4(2) of the Securities
Act.  The shares of Common Stock were offered at a price of $0.005 per
share.  The Company derived total proceeds of $20,000 from the sale of
4,000,000 shares of its Common Stock in the Offering.  The Common
Stock was offered and sold only to “accredited investors,” as that term is
defined by Rule 501 of Regulation D, and/or to persons who were neither resident
in, nor citizens of, the United States.  No commissions were paid in
connection with the offering.





ITEM
6.  EXHIBITS





The
following exhibits are included with this quarterly report.




Exhibit


Number                              
Description


31.1
            Certification
      of Principal Executive and Principal Financial Officer,pursuant
      to SEC Rules 13a-14(a) and 15d-14(a), adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002





32.1
              Certification
      of Chief Executive and Chief Financial Officer, pursuant to 18 U.S.C.
      Section 1350, adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002*10.1
              Form
      of Subscription Agreement







____________________


* This
certification is being furnished and shall not be deemed “filed” with the SEC
for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liability of that section, and shall not be deemed to be incorporated by
reference into any filing under the Securities Act or the Exchange Act, except
to the extent that the Registrant specifically incorporates it by
reference.




12




SIGNATURES





In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.






Date:
      December 12, 2008
              US
      Uranium Inc.By:
              /s/ James
      D. DavidsonJames
      D. DavidsonPresident,
      Treasurer, Principal Executive Officer, Principal Financial
      Officer




13