**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**FORM
      10-QSB**





*(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, 2007





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**
              **83-0483725**(State
                  of incorporation)
              (IRS
                  Employer Identification No.)


**6830
      Elm Street**


**McLean,
      VA 22101**


(Address
      of principal executive offices)





**(703)
      403-7529**


(Issuer’s
      telephone number)





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
      months (or for such shorter period that the registrant was required to file
      such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes x No
o





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





Transitional
      Small Business Disclosure Format: Yes o No x





There
      were 56,193,002 shares of the registrant’s common stock outstanding as of
      November 19, 2007.










**US
      URANIUM INC.**





**FINANCIAL
      STATEMENTS**





**October
      31, 2007 and January 31, 2007**




1




**C
      O N T E N T S**





Balance
                Sheets
            F-1Statements
                of Operations
            F-2Statements
                of Cash Flows
            F-3Notes
                to the Financial Statements
            F-4 –
                F-5




2


**PART
      I – FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**


**US
        URANIUM, INC.**
 (A
        Development Stage Company)
 Balance
        Sheets
 
 October 31,
              
              January 31,2007
              
              2007(unaudited)ASSETSCURRENT
                  ASSETSCash
              
              $
              -
              
              $
              23,967Note
                  receivable
              
              
              557,927
              
              
              -Total
                  Current Assets
              
              
              557,927
              
              
              23,967TOTAL
                  ASSETS
              
              $
              557,927
              
              $
              23,967LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              235,668
              
              $
              -Total
                  Current Liabilities
              
              
              235,668
              
              
              -STOCKHOLDERS'
                  EQUITY (DEFICIT)Preferred
                  stock, 10,000,000 shares authorized atof
                  $0.001, no shares issued and outstanding
              
              
              -
              
              
              -Common
                  stock, 300,000,000 shares authorized atpar
                  value of $0.001, 56,193,002 and 55,753,000shares
                  issued and outstanding
              
              
              56,193
              
              
              55,753Additional
                  paid-in capital
              
              
              646,207
              
              
              18,647Treasury
                  stock
              
              
              (31,000
              )
              
              -Deficit
                  accumulated during the development stage
              
              
              (349,141
              )
              
              (50,433
              )Total
                  Stockholders' Equity (Deficit)
              
              
              322,259
              
              
              23,967TOTAL
                  LIABILITIES AND STOCKHOLDERS'EQUITY
                  (DEFICIT)
              
              $
              557,927
              
              $
              23,967
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-1
 
 **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 31,2007
              
              2006
              
              2007
              
              2006
              
              2007REVENUES
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -COST
                  OF SALES
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -GROSS
                  MARGIN
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -OPERATING
                  EXPENSESMineral
                  property expenses
              
              
              -
              
              
              -
              
              
              1,556
              
              
              -
              
              
              28,656General
                  and administrative
              
              
              16,381
              
              
              8,601
              
              
              297,152
              
              
              12,230
              
              
              320,485Total
                    OperatingExpenses
              
              
              16,381
              
              
              8,601
              
              
              298,708
              
              
              12,230
              
              
              349,141INCOME
                    (LOSS) FROM OPERATIONS
              
              
              (16,381
              )
              
              (8,601
              )
              
              (298,708
              )
              
              (12,230
              )
              
              (349,141
              )OTHER
                  EXPENSESInterest
                  expense
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Total
                  Other Expenses
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (16,381
              )
              $
              (8,601
              )
              $
              (298,708
              )
              $
              (12,230
              )
              $
              (349,141
              )BASIC
                  LOSS PER SHARE
              
              
              (0.00
              )
              
              (0.00
              )
              
              (0.01
              )
              
              (0.00
              )WEIGHTED
                  AVERAGE NUMBEROF
                  SHARES OUTSTANDING
              
              
              56,193,002
              
              
              55,753,000
              
              
              55,850,778
              
              
              55,753,000
 
 The
        accompanying notes are an integral part of these financial
        statements.
  F-2
  **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 31,2007
              
              2006
              
              2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (298,708
              )
              $
              (12,230
              )
              $
              (349,141
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Common
                  stock issued for services
              
              
              2,000
              
              
              -
              
              
              2,000Changes
                  in operating assets and liabilities:Increase
                  (decrease) in accounts payable
              
              
              235,668
              
              
              (5,000
              )
              
              235,668Net
                  Cash Used by Operating Activities
              
              
              (61,040
              )
              
              (17,230
              )
              
              (111,473
              )CASH
                  FLOWS FROM INVESTING ACTIVITIESIncrease
                  in note receivable - related party
              
              
              (557,927
              )
              
              -
              
              
              (557,927
              )Net
                  Cash Used by Investing Activities
              
              
              (557,927
              )
              
              -
              
              
              (557,927
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from common stock issued
              
              
              595,000
              
              
              -
              
              
              669,400Net
                  Cash Used by Financing Activities
              
              
              595,000
              
              
              -
              
              
              669,400NET
                  DECREASE IN CASH
              
              
              (23,967
              )
              
              (17,230
              )
              
              -CASH
                  AT BEGINNING OF PERIOD
              
              
              23,967
              
              
              50,125
              
              
              -CASH
                  AT END OF PERIOD
              
              $
              -
              
              $
              32,895
              
              $
              -SUPPLIMENTAL
                  DISCLOSURES OF CASH FLOW INFORMATIONCASH
                  PAID FOR:Interest
              
              $
              -
              
              $
              -
              
              $
              -Income
                  Taxes
              
              $
              -
              
              $
              -
              
              $
              -
  The
        accompanying notes are an integral part of these financial
        statements.
  F-3


**US
        URANIUM INC.**
 Notes
        to
        Financial Statements
 October
        31, 2007 (unaudited) and January 31, 2007


NOTE
      1 – ORGANIZATION AND DESCRIPTION OF BUSINESS





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-QSB of
      Regulation S-B. 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 have been no material
      changes in the information disclosed in the notes to the financial statements
      for the year ended January 31, 2007 included Form 10-KSB of US Uranium Inc.
      (the
“Company”) 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 and six months ended October 31, 2007 are not necessarily indicative
      of
      the results that may be expected for the fiscal year ending January 31,
      2008.





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
      $349,141 at October 31, 2007 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 – SUBSEQUENT EVENTS





On
      November 12, 2007, the Company appointed James D. Davidson as its President,
      Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and
      a
      director.





In
      connection with the transactions contemplated by the prior merger with Cromwell
      Uranium Holdings, Inc. (which merger, as previously reported, was subsequently
      reversed), Mr. Davidson made advances to, and incurred expenses on behalf of,
      the Company. The parties have agreed that these advances and expenses aggregate
      approximately $31,000. These advances and expenses are not represented by a
      promissory note, do not bear interest and are repayable on demand. The Company
      has agreed with Mr. Davidson that, in lieu of a cash repayment of these amounts,
      the Company will repay these obligations by issuing 31,000,000 shares of its
      common stock to Mr. Davidson from its treasury.




F-4




**US
        URANIUM INC.**
 Notes
        to
        Financial Statements
 October
        31, 2007 (unaudited) and January 31, 2007
  NOTE
      3 – SUBSEQUENT EVENTS (Continued)





These
      shares have been issued to Mr. Davidson pursuant to a Restricted Stock Purchase
      Agreement. The agreement provides for a purchase price of par value, or $31,000,
      which amount was paid by cancellation of the indebtedness the Company owed
      to
      Mr. Davidson. The Company has an option, but not the obligation, to repurchase
      the shares, subject to certain limitations, in the event of termination of
      Mr.
      Davidson’s services, at Mr. Davidson’s original purchase price. One-third of the
      shares (10,333,333 shares) will be released from the Company’s right to
      repurchase on December 31, 2008, an additional one-third of the shares will
      be
      released from its right to repurchase on December 31, 2009 and the remaining
      shares will be released from its right to repurchase on December 31, 2010.
      The
      agreement requires that the certificate evidencing the shares be held in escrow
      until the Company’s right to repurchase lapses.




F-5




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





Forward
      Looking Statements





Some
      of
      the statements contained in this report that are not historical facts are
“forward-looking statements” which can be identified by the use of terminology
      such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,”
“intend,” or the negative or other variations, or by discussions of strategy
      that involve risks and uncertainties. We urge you to be cautious of the
      forward-looking statements, that such statements, which are contained in this
      report, reflect our current beliefs with respect to future events and involve
      known and unknown risks, uncertainties and other factors affecting our
      operations, market growth, services, products and licenses. No assurances can
      be
      given regarding the achievement of future results, as actual results may differ
      materially as a result of the risks we face, and actual events may differ from
      the assumptions underlying the statements that have been made regarding
      anticipated events.





All
      written forward-looking statements made in connection with this report that
      are
      attributable to us or persons acting on our behalf are expressly qualified
      in
      their entirety by these cautionary statements. Given the uncertainties that
      surround such statements, you are cautioned not to place undue reliance on
      such
      forward-looking statements.





Plan
      of Operations





Our
      plan
      of operation for the next twelve months is to explore possibilities of a
      business combination. We are exploring various business opportunities that
      have
      the potential to generate revenue and profits in order to financially
      accommodate the costs of being a publicly held company. However, we can not
      assure that there will be any other business opportunities available nor the
      nature of the business opportunity, nor indication of the financial resources
      required of any possible business opportunity.





Results
      of Operations





For
      the
      nine months ended October 31, 2007 and since our date of inception, we have
      not
      generated any revenue.





We
      incurred total operating expenses of $298,708 for the nine months ended October
      31, 2007, as compared to total operating expenses of $12,230 for the nine months
      ended October 31, 2006. These expenses consisted of general 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 professional fees of $24,613 for the nine months ended October
      31, 2007 incurred in connection with filing of periodic reports, SEC compliance
      filings, audit and accounting fees and general corporate matters as
      compared with professional fees of $12,230 during the nine months ended October
      31, 2006. We incurred office and administration expenses of $274,095 for the
      nine months ended October 31, 2007 as compared to office and administration
      expenses of $-0- for the nine months ended October 31, 2006. The increase in
      2007 was the result of our unsuccessful attempt to acquire Cromwell Uranium
      Holdings, Inc.





3




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.





The
      parties subsequently determined to unwind the transactions and return Holdings
      to its status as a privately held company. 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 $557,927.30.





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
      $557,927.30 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.





4


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.





Selected
      Financial Information




Cash
              
              $
              0Total
                  Assets
              
              $
              557,927Total
                  Liabilities
              
              $
              235,668




Liquidity
      and Capital Resources





At
      October 31, 2007, we had cash in the bank of $nil.





As
      discussed above, we are owed the entire $557,927.30 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.





Off-Balance
      Sheet Arrangements





We
      have
      no off-balance sheet arrangements.





Significant
      Accounting Policies





It
      is
      suggested that these financial statements be read in conjunction with our
      January 31, 2007 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. Our significant accounting policies are as follows:





Mineral
      Interests





Mineral
      property acquisition, exploration and development costs are expensed as incurred
      until such time as economic reserves are quantified. To date the Company has
      not
      established any proven or probable reserves on its mineral properties. The
      Company has adopted the provisions of SFAS No. 143 “Accounting for Asset
      Retirement Obligations” which establishes standards for the initial measurement
      and subsequent accounting for obligations associated with the sale, abandonment,
      or other disposal of long-lived tangible assets arising from the acquisition,
      construction or development and for normal operations of such assets. As at
      April 30, 2007, any potential costs relating to the retirement of the Company’s
      mineral property interest has not yet been determined.





5


Use
      of
      Estimates and Assumptions





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





**ITEM
      3. 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 Securities and Exchange Commission 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.





Our
      principal executive officer and principal financial officer has also indicated
      that there were no significant changes in our internal controls over financial
      reporting that occurred during the period covered by this report that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.





**PART
      II – OTHER INFORMATION**





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





As
      previously reported, on November 12, 2007, we issued 31,000,000 shares of our
      common stock from our treasury to James D. Davidson, our sole officer and
      director, as repayment of advances and expenses aggregating approximately
      $31,000, incurred on our behalf by Mr. Davidson in connection with the
      transactions contemplated by our prior merger with Cromwell Uranium Holdings,
      Inc. (which merger, as previously reported, was subsequently reversed). These
      advances and expenses are not represented by a promissory note, do not bear
      interest and are repayable on demand.





6




These
      shares have been issued to Mr. Davidson pursuant to a Restricted Stock Purchase
      Agreement. The agreement provides for a purchase price of par value, or $31,000,
      which amount was paid by cancellation of the indebtedness we owe to Mr.
      Davidson. We have an option, but not the obligation, to repurchase the shares,
      subject to certain limitations, in the event of termination of Mr. Davidson’s
      services to us, at Mr. Davidson’s original purchase price. One-third of the
      shares (10,333,333 shares) will be released from our right to repurchase on
      December 31, 2008, an additional one-third of the shares will be released from
      our right to repurchase on December 31, 2009 and the remaining shares will
      be
      released from our right to repurchase on December 31, 2010. The agreement
      requires that the certificate evidencing the shares be held in escrow until
      our
      right to repurchase lapses.





The
      issuance of the shares to Mr. Davidson was exempt from the registration
      requirements of the Securities Act of 1933, as amended, pursuant to Section
      4(2)
      of the Act as a transaction not involving a public offering. The certificate
      evidencing the shares bears a legend restricting its transfer.





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





As
      previously reported, on August 9, 2007, stockholders representing approximately
      55% of our issued and outstanding capital stock executed written consents in
      lieu of a meeting approving the filing of an Amended and Restated Articles
      of
      Incorporation with the Nevada Secretary of State (“Second Amendment”). Consents
      from additional stockholders were not solicited. There were no abstentions
      or
      broker non-votes. The Second Amendment changed our name to US Uranium
      Inc.





**ITEM
      5. OTHER INFORMATION.**





As
      previously reported, on November 12, 2007, David Rector, our President, Chief
      Executive Officer, Chief Financial Officer, Treasurer and Secretary, resigned
      from these positions. Mr. Rector’s resignation did not result from any
      disagreement between him and us. Mr. Rector remains a member of our Board of
      Directors.





On
      November 12, 2007, we appointed James D. Davidson as our President, Chief
      Executive Officer, Chief Financial Officer, Treasurer, Secretary and a
      director.




7


**ITEM
      6. EXHIBITS.**


**Exhibit
                  No.**
              
              **Document
                  Description**10.1
              
              Restricted
                  Stock Purchase Agreement between the registrant and James D. Davidson.
                  Incorporated herein by reference to Exhibit 10.1 to the registrant’s
                  Current Report on Form 8-K filed with the Securities and Exchange
                  Commission on November 13, 2007.31.1
              
              Certification
                  of Principal Executive Officer and Principal Financial Officer
                  pursuant to
                  Section 302 the Sarbanes-Oxley Act of 2002.32.1
              
              Certification
                  of Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C. Section 1350, as adopted pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002.





8


**SIGNATURES**





In
      accordance with the requirements of the Securities Exchange Act of 1934, the
      Registrant has caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized.




Date:
              December 4, 2007
            US
              URANIUM
              INC.By:
            /s/
                James D.
                DavidsonName:James
                D. DavidsonTitle:Principal
                Executive Officer andPrincipal Financial
                Officer




9