American Patriot (APAT) 10-Q 2008 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2008

or

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

For the transition period from __________ to ____________

Commission file number333-13270

MIDWEST URANIUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	36-4536633
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

Suite 29-303 La Ronge Avenue, La Ronge, Saskatchewan, SOJ 1L0

(Address of principal executive offices) (zip code)

800.239.3312

(Registrant’s telephone number, including area code)

N.A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark 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 [   ]

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[   ]		Accelerated filer	[   ]
Non-accelerated filer	[   ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]

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

Yes [X]     No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

There were 39,848,000 shares of common stock issued and outstanding as of October 31, 2008.

INDEX

		Page
PART I.	FINANCIAL INFORMATION
ITEM1.	Interim Financial Statements	3
	Interim Balance Sheets as at September 30, 2008
	with comparative figures as at December 31, 2007	5
	Interim Statement of Operations
	For the three and nine months ended September 30, 2008 and 2007	6
	Interim Statement of Cash Flows
	For the three and nine months ended September 30, 2008 and 2007	7
	Notes to the Interim Financial Statements.	9
ITEM2.	Management’s Discussion and Analysis or Plan of Operation	11
ITEM3.	Quantitative and Qualitative Disclosures About Market Risk	18
ITEM4.	Controls and Procedures	18
PART II.	OTHER INFORMATION
ITEM1.	Legal Proceedings	19
ITEM2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM3.	Defaults Upon Senior Securities	19
ITEM4.	Submission of Matters to a Vote of Security Holders	19
ITEM5.	Other Information	20
ITEM6.	Exhibits	21
	SIGNATURES

2

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying balance sheets of Midwest Uranium Corporation at September 30, 2008 and the statement of operations and statement of cash flow for the three, and nine months ended September 30, 2008 and 2007 have been prepared by our management in conformity with United States generally accepted accounting principles.

It is the opinion of management that the financial statements for the quarter ended September 30, 2008 include all adjustments necessary in order to ensure that the financial statements are not misleading.

3

MIDWEST URANIUM CORPORATION

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

(Stated in US Dollars)

4

MIDWEST URANIUM CORPORATION

(A Development Stage Company)

INTERIM BALANCE SHEETS

(Unaudited)

(Stated in US Dollars)

		September			December
		30,			31,
		2008			2007
		(Unaudited)			(Audited)
ASSETS
Current
Cash	$	13,187		$	-
	$	13,187		$	-
LIABILITIES
Current
Bank indebtedness	$	-		$	127
Accounts payable and accrued liabilities		7,536			13,769
Loans payable – Note 5		384,784			310,000
		392,320			323,896
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock - $0.001 par value – Note 4
100,000,000 shares authorized
Common stock - $0.001 par value – Note 4
5,100,000,000 shares authorized
39,848,000 common shares issued and outstanding		39,848			39,848
Additional paid-in capital		(162,989	)		(162,989	)
Accumulated deficit during the development stage		(255,992	)		(200,755	)
		(379,133	)		(323,896	)
	$	13,187		$	-

The accompanying notes are an integral part of these unaudited interim financial statements

5

MIDWEST URANIUM CORPORATION

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

Stated in U.S. Dollars

														Cumulative
														From
														Inception
		THREE MONTHS ENDED						NINE MONTHS ENDED						July 30, 2003
		SEPTEMBER 30						SEPTEMBER 30						to
														September
		2008			2007			2008			2007			30,
														2008
Revenue	$	-		$	-		$	-		$	-		$	-
Expenses
Consulting Fees		-			369			-			6,869			7,619
Management fees –Note 7		-			54,359			14,687			54,359			81,764
Marketing andpromotion		-			-			-			-			5,836
Office and general		(347	)		-			(478	)		-			1,630
Professional fees		3,325			32,605			32,213			59,708			157,178
Transfer agent fees		6,522			2,289			8,815			13,065			23,301
		9,500			89,622			55,237			134,001			277,328
Net Loss fromoperations	$	(9,500	)	$	(89,622	)	$	(55,237	)	$	(134,001	)	$	(277,328	)
Other
Forgiveness of debt– Note 6		-			-			-			-			21,336
Net Loss andComprehensive loss	$	(9,500	)	$	(89,622	)	$	(55,237	)	$	(134,001	)	$	(255,992	)
Basic and DilutedLoss per Common Share	$	(0.000	)	$	(0.000	)	$	(0.001	)	$	(0.000	)
Weighted averagenumber of CommonShares outstanding –Basic and diluted		39,848,000			123,000,174			39,848,000			180,580,601

The accompanying notes are an integral part of these unaudited interim financial statements

6

MIDWEST URANIUM CORPORATION

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

(Unaudited)

Stated in U.S. Dollars

		For the						For the						From the period
		Three Months Ended						Nine Months Ended						of Inception,
		September 30						September 30						from July 30,
														2003, through
		2008			2007			2008			2007			September 30,
														2008
Cash flows from(used in) operatingactivities:
Net loss for the period	$	(9,500	)	$	(89,622	)	$	(55,237	)	$	(134,001	)	$	(255,992	)
Adjustments to reconcile net loss tonet cash from operating activities:
Stock based compensation		-			22,559			-			22,559			22,559
Forgiveness of debt		-			-			-			-			(21,336	)
Changes in operating assets andliabilities:
Accounts payable and
Accrued liabilities		(28,091	)		11,848			(6,233	)		18,451			7,536
Net cash (used in) operating
Activities		(37,591	)		(55,215	)		(61,470	)		(92,991	)		(247,233	)
Cash flows from(used in) financingactivities:
Common stock issued for cash		-			-			-			-			54,300
Loans payable – Note 5		50,000			309,856			74,784			319,856			406,120
Common stock reacquired for cash														(200,000	)
Net cash (used in) provided byfinancing activities		50,000			309,856			74,784			319,856			260,420
Net increase (decrease) in cash		12,409			254,641			13,314			226,865			13,187
Cash, beginning of the period		778			22,897			(127	)		28,967			-
Cash, end of the period	$	13,187		$	255,832		$	13,187		$	255,832		$	13,187
Supplemental disclosure of cash flowinformation:
Cash paid for:
Interest	$	-		$	-		$	-		$	-		$	-
Income taxes	$	-		$	-		$	-		$	-		$	-

The accompanying notes are an integral part of these unaudited interim financial statements

7

MIDWEST URANIUM CORPORATION

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Unaudited)

(Stated in US Dollars)

Note 1 Interim Financial Statements

Midwest Uranium Corporation (the “Company”) was incorporated under the laws of the State of Nevada, USA. While the information presented in the accompanying interim nine months financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with the accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2007 annual audited financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2007 annual audited financial statements.

Operating results for the nine months ended September 30, 2008 are not necessarily indicative of the results that can be expected for the year ended December 31, 2008.

Note 2 Nature and Continuance of Operations

The Company was incorporated under the laws of the State of Nevada, USA during July 2003. The Company is a public company whose common shares are quoted on the United States Over-the-Counter Bulletin Board.

During July 2003, the Company entered into a distribution agreement with Thruflow, Inc. (“Thruflow”) to distribute interlocking deck products bearing the “ThruFlow Interlocking” trademark on an exclusive basis throughout selected territories in the United States. During February 2004, the Company and Thruflow revised the terms, territories and commencement period of the distribution agreement. The revised distribution agreement with Thruflow allowed the Company to distribute interlocking deck products on an exclusive basis in the states of Michigan, Ohio, Pennsylvania and New York. The Company was also granted non-exclusive distribution rights in Canada and the states of Indiana, Illinois, Iowa and Wisconsin. The agreement was for a period of ten years (”initial term”) and was renewable for an additional ten-year term at the sole discretion of Thruflow. The agreement required the Company to maintain annual sales growth of at least 15%, as well as, provide various monthly and annual sales reports. On July 19, 2007, the Company’s distribution agreement with Thruflow was terminated. The Company did not incur any significant expenses in the development of this business and is now pursuing opportunities in the resource industry.

Pursuant to Letters of Intent signed September 26, 2007 with Thunder Sword Resources Inc. and 101073532 Saskatchewan Co., and subject to carrying out a due diligence examination, the Company’s intention was to acquire a 75% working interest in 40,398 hectares of mineral claims and up to 49% working interest in 34,374 hectares of mineral claims in the Athabasca Basin in Saskatchewan, Canada by issuing 60,000,000 preferred shares with an agreed issue price of $0.08 per share. The interest in the 34,374 hectare mineral claim block may be increased to a 75% interest subject to the performance of Tribune Resources Corp. which had an option to acquire a 51% interest in such claims upon its completion of a $3,000,000 expenditure program by October 1, 2008. The preferred shares are voting and were to be convertible into common shares of the Company on a one for one basis. In addition to the issuance of the preferred shares, the Company had agreed to pay to 101073531 Saskatche wan Co. a property acquisition fee of $300,000 and agreed to expend a minimum of $2 million on the claims in 2008 and an additional $2 million in 2009, as directed by the board of directors of the Company and 101073531 Saskatchewan Co. On December 4, 2007, the Company decided not to proceed with the purchase agreement and no preferred shares have been issued.

8

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $255,992 since its inception, has a working capital deficiency of $379,133 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upo n its ability to generate future profitable operations 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 no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances; however there is no assurance of additional funding being available.

Note 3 Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”. SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The management is in the process of evaluating the impact SFAS 141 (Revised) will have on the Company’s financial statements upon adoption.

In December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance will become effective for the fiscal year beginning after December 15, 2008. The management is in the process of evaluating the impact SFAS 160 will have on the Company’s financial statements upon adoption.

Note 4 Capital Stock

a) Authorized Capital

The authorized share capital consists of 100,000,000 preferred shares with a par value of $0.001 per share and 5,100,000,000 common shares with a par value of $0.001 per share. The preferred shares are voting and are convertible into common shares of the Company on a one for one basis.

b) Stock options

There are no stock options outstanding at this time.

Note 5 Loans payable

		September		December 31,
		30,		2007
		2008
		(unaudited)		(audited)
Loan payable – no terms of repayment	$	10,000	$	10,000
Demand loan, no interest, due upon 30 days notice		374,784		300,000
	$	384,784	$	310,000

9

Note 6 Forgiveness of Debt

On December 31, 2007 a former director forgave the debt owing to him in the amount of $21,336.

Note 7 Related Party Transaction

During the nine month period ended September 30, 2008, the Company accrued $14,687 (2007 - $Nil) in management fees to a former officer of the Company.

10

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forwa rd-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

The following discussion should be read in conjunction with our unaudited interim financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this quarterly report, particularly in the section entitled "Risk Factors".

As used in this quarterly report and unless otherwise indicated, the terms “the Company”, "we", "us", "our" and "Midwest" means Midwest Uranium Corporation.

Corporate History

The Company was incorporated under the laws of the State of Nevada, USA during July 2003 under the name of Lutcam, Inc. Effective August 27, 2007 Lutcam, Inc. merged with Midwest Uranium Corporation, a company incorporated in Nevada. Effective August 30, 2007, we changed our name from “Lutcam, Inc.” to “Midwest Uranium Corporation” to better reflect the direction and business of our Company and we effected a sixty-eight (68) for one (1) forward stock split of our authorized, issued and outstanding common stock. The Company is a public company whose common shares are quoted on the United States Over-the-Counter Bulletin Board.

During July 2003, the Company entered into a distribution agreement with Thruflow, Inc. to distribute interlocking deck products bearing the “ThruFlow Interlocking” trademark on an exclusive basis throughout selected territories in the United States. During February 2004, the Company and Thruflow revised the terms, territories and commencement period of the distribution agreement. The revised distribution agreement with Thruflow allowed the Company to distribute interlocking deck products on an exclusive basis in the states of Michigan, Ohio, Pennsylvania and New York. The Company was also granted non-exclusive distribution rights in Canada and the states of Indiana, Illinois, Iowa and Wisconsin. The agreement was for a period of ten years (”initial term”) and was renewable for an additional ten-year term at the sole discretion of Thruflow. The agreement required the Company to maintain annual sales growth of at least 15%, as well as, provide various mo nthly and annual sales reports. On July 19, 2007, the Company’s distribution agreement with Thruflow Interlocking Panels (formerly Otron Tech Inc.) was terminated. The Company did not incur any significant expenses in the development of this business.

11

On September 26, 2007, we entered into letters of intent with Thunder Sword Resources Inc. and 101073531 Saskatchewan Co., whereby we would acquire up to a 75% working interest in 40,398 hectares of mineral claims, and up to a 49% working interest in 34,374 hectares of mineral claims in the Athabasca Basin in Saskatchewan, Canada. The interest to be acquired by our company in the latter 34,374 hectare mineral claim block could be increased to a 75% interest subject to the performance of Tribune Resources Corp. which had an option to acquire a 51% interest in such claims upon its completion of a $3 million expenditure program by October 1, 2008.

In addition to acquiring a majority or controlling interest in the subject claims, it was intended that our company would assume from 101073531 Saskatchewan Co. the management and operation of the ongoing exploration programs on the mineral claims, including the planned 4000 meter “phase 1” drilling program on the area known as the Botham Lake Prospect.

On December 4, 2007, after conducting due diligence associated with the transactions contemplated in the Letters of Intent, and due to the inability of the parties to finalize all applicable deal points, the Company decided not to proceed with the transaction.

PLAN OF OPERATION

As a result of the termination of the transaction noted above and in an effort to substantiate stockholder value, our board and management has commenced a move to identify alternative business opportunities. We are seeking suitable business entities with which we can effect a merger of a target business or, as an alternative, to acquire a business unrelated to our current business. We can provide no assurance, however, that we will be able to locate any such business opportunities.

We may seek a business opportunity with entities which have recently commenced operations or wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities or develop a new product or service. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. No assurances can be given that we will be successful in locating or negotiating with any startups or find any assets to acquire.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.

The search for and analysis of new business opportunities will be undertaken by our current management who are not professional business analysts. In seeking or analyzing prospective business opportunities, our management may utilize the services of outside consultants or advisors.

Management does not have the capacity to conduct as extensive an investigation of a target business as might be undertaken by a venture capital fund or similar institution. As a result, management may elect to merge with a target business which has one or more undiscovered shortcomings and may, if given the choice to select among target businesses, fail to enter into an agreement with the most investment-worthy target business. Likewise, no assurances can be given that we will be able to enter into an agreement with a target business.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We can provide no assurance that we will be able to locate compatible business opportunities.

12

As of September 30, 2008, we had cash of $13,187 and a working capital deficiency of $379,133. We anticipate that we will incur approximately $200,000 during the next twelve months in connection with our Company locating, evaluating and negotiating potential business opportunities through which to carry out an asset acquisition or business combination. We anticipate that we will incur additional expenses if we are successful in locating a business opportunity and enter into an agreement to acquire assets or carry out a business combination with a suitable target company. If we acquire assets, we will require significant funds to develop and commercialize the products or technologies in addition to any acquisition costs that may be incurred. It is not possible to estimate such funding requirements until such time as we enter into a definitive agreement.

In addition to the costs set out above, we estimate our general operating expenses for the next twelve month period to be as follows:

Estimated Operating Expenses For the Next Twelve Month Period
Operating Expenses
Consultant and Management Fee Compensation	$	100,000
Professional Fees		75,000
General and Administrative Expenses		25,000
$		200,000

Employees

Currently we have no employees. We anticipate that we will be conducting most of our business through agreements with consultants and third parties.

Consultant Compensation

Given the early stage of our operations, we intend to continue to outsource our professional and personnel requirements by retaining consultants on an as-needed basis. We estimate that our consultant and related professional compensation expenses for the next twelve month period will be approximately $100,000.

Professional Fees

We expect to incur on-going legal, accounting and audit expenses to comply with our reporting responsibilities as a public company under the United States Securities Exchange Act of 1934, as amended. We estimate such expenses for the next fiscal year to be approximately $75,000.

General and Administrative Expenses

We anticipate spending $25,000 on general and administrative costs in the next twelve month period. These costs primarily consist of expenses such as office supplies, filings and office equipment.

To date, we have had negative cash flows from operations and we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We expect this situation to continue for the foreseeable future. We anticipate that we will have negative cash flows during the next twelve month period.

We incurred a net loss of $9,500 for the three months ended September 30, 2008. Net loss for the nine months ended September 30, 2008 amounted to $55,237 as compare to $134,001 for the same period ended September 30, 2007.The net loss for the nine months ended September, 2008 consists of $14,687 in management fees, $32,213 in professional fees, and $8,337 in transfer agent fees and office expenses. As indicated above, we anticipate that our estimated working capital requirements and projected operating expenses for the next twelve months will be $200,000 excluding the costs associated with locating suitable business opportunities. As we had a working capital deficiency of $379,133 as of September 30, 2008, we will be required to raise additional funds through the issuance of equity securities or through debt financing in order to carry-out our plan of operations for the next twelve month period. There can be no assurance that we will be successful in raising the required c apital or that actual cash requirements will not exceed our estimates.

13

Given that we have not achieved profitable operations to date, our cash requirements are subject to numerous contingencies and risk factors beyond our control, including operation and acquisition risks, competition from well-funded competitors, and our ability to manage growth. We can offer no assurance that our company will generate cash flow sufficient to achieve profitable operations or that our expenses will not exceed our projections. If our expenses exceed estimates, we will require additional monies during the next twelve months to execute our business plan.

There are no assurances that we will be able to obtain funds required for our continued operation. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease the operation of our business.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further long-term financing, successful operation or our reclaimed textiles business or successful development of a suitable alternative business and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate that additional funding, when required, will be in the form of equity financing from the sale of our common stock or through debt financing. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through debt financing on commercially reasonable terms to fund operations. We do not currently have any arrangements in place for any future equity or debt financing. Our limited operating history and our lack of significant tangible capital assets makes it unlikely that we will be able to obtain significant debt financing in the near future.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures of our company. Although these estimates are based on management's knowledge of current events and actions that our company may undertake in the future, actual results may differ from such estimates.

Going Concern

We are in the development stage, and have not attained profitable operations and are dependent upon obtaining financing to carry out our business plan. For these reasons our independent auditors stated in their report on our audited financial statements for the year ended December 31, 2007 that they have substantial doubt we will be able to continue as a going concern. Our financial statements have been prepared assuming we will continue as a going concern. Our accumulated deficit amounts to $255,992 at September 30, 2008. The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There can be no assurances that we will be successful in raising additional cash to finance operations. If not, we will be required to reduce operations and/or liquidate assets. Our financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.

14

NEW ACCOUNTING PRONOUNCEMENTS

We have determined that there were no new accounting pronouncements as of October 30, 2008 which have a material effect on our company or our operations.

RISK FACTORS

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". Prospective investors should consider carefully the risk factors set out below.

RISKS RELATED TO OUR BUSINESS

We are a development stage company with a limited operating history that makes it impossible to reliably predict future growth and operating results.

We have not been able to achieve profitable operations and there are no assurances that we will be able to do so in the future. Potential investors should be aware of the difficulties normally encountered by a new enterprise and the high rate of failure of such enterprises. The potential for future success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the development of a business in general. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and there can be no assurance that we will generate significant operating revenues in the future or ever achieve profitable operations.

We have no formal written agreement for a business combination or other transaction and there can be no assurance that we will be able to successfully identify and evaluate a suitable business opportunity.

As at the date of this report, we have no formal written agreement with respect to acquiring a business opportunity or engaging in a business combination with any private entity. The success of our company following an entry into any business opportunity or business combination will depend to a great extent on the operations, financial condition and management of any identified business opportunity. While management intends to seek business opportunities and/or business combinations with entities with established operating histories, there is no assurance that we will successfully locate business opportunities meeting such criteria. In the event that we complete a business combination or otherwise acquire a business opportunity, the success of our operations may be dependent upon management of the successor firm or venture partner firm, together with a number of other factors beyond our control.

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As there are a large number of established and well-financed entities actively seeking suitable business opportunities and business combinations, we are at a competitive disadvantage in identifying and completing such opportunities.

We are, and will continue to be, an insignificant participant seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are active in seeking suitable business opportunities or business combinations which may also be desirable target candidates for our company. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than our company. Consequently, we are at a competitive disadvantage in identifying possible business opportunities and completing a business combination. In addition, we will also compete with numerous other small public companies seeking suitable business opportunities or business combinations.

Upon completion of a business opportunity or combination, there can be no assurance that we will be able to successfully manage or achieve growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a suitable business opportunity or business combination will be dependent upon a number of factors including our ability to hire and train management and other employees and the adequacy of our financial resources. There can be no assurance that we will be able to successfully manage any business opportunity or business combination. Failure to manage anticipated growth effectively and efficiently could have a material adverse effect on our company.

If we complete a business opportunity or combination, management of our company may be required to sell or transfer common shares and resign as members of our board of directors.

A business combination or acquisition of a business opportunity involving the issuance of our common shares may result in new shareholders obtaining a controlling interest in our company. Any such business combination or acquisition of a business opportunity may require management of our company to sell or transfer all or a portion of the shares they hold in our company and require such individuals to resign as members of our board. The resulting change in control of our company could result in the removal of one or more of our present officers and directors and a corresponding reduction in or elimination of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may be required to issue a substantial number of common shares which would dilute the shareholdings of our current shareholders and result in a change of control of our company.

We may pursue the acquisition of a business opportunity or a business combination with a private company. The likely result of such a transaction would result in our company issuing common shares to shareholders of such private company. Issuing previously authorized and unissued common shares in the capital of our company will reduce the percentage of common shares owned by existing shareholders and may result in a change in the control of our company and our management.

Our common stock is illiquid and shareholders may be unable to sell their shares.

There is currently a limited market for our common stock and we can provide no assurance to investors that a market will develop. If a market for our common stock does not develop, our shareholders may not be able to re-sell the shares of our common stock that they have purchased and they may lose all of their investment. Public announcements regarding our company, changes in government regulations, conditions in our market segment or changes in earnings estimates by analysts may cause the price of our common shares to fluctuate substantially. These fluctuations may adversely affect the trading price of our common shares.

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We may be unsuccessful at identifying, acquiring and operating suitable business opportunities and if we are unable to find, acquire or operate a suitable opportunity for our company, we may never achieve profitable operations.

We may not be able to find the right business opportunity for our company to become engaged in or we may not succeed in becoming engaged in the business opportunity we choose because we may not act fast enough or have enough money or other attributes to attract the new business opportunity. Before we begin to have any significant operations, we will have to become involved in a viable business opportunity. In addition, in order to be profitable, we will have to, among other things, hire consultants and employees, develop products and/or services, market our products/services, ensure supply and develop a customer base. There is no assurance that we will be able to identify, negotiate, acquire and develop a business opportunity and we may never be profitable.

RISKS RELATED TO OUR COMMON STOCK

Our stock is a penny stock. Trading of our stock may be restricted by the Securities and Exchange Commission's penny stock regulations which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchang e Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure require ments may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.  Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, equity prices, and other market-driven rates or prices. We are not presently engaged in any substantive business and until such time as we consummate a business combination, we will not be exposed to risks associated with foreign exchange rates, equity prices or other market-driven rates or prices.

ITEM 4. CONTROLS AND PROCEDURES

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

- pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

- provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

As of September 30, 2008 we conducted an evaluation, under the supervision and with the participation of our president (also our principal executive officer), secretary, treasurer, and chief financial officer (also our principal financial and accounting officer), of the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control- Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based upon this assessment, we determined that there are material weaknesses affecting our internal control over financial reporting.

The matters involving internal controls and procedures that the Company’s management consider to be material weaknesses under COSO and SEC rules are: (1) lack of a functioning audit committee and lack of a majority of independent directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned potential material weaknesses were identified by the Company's Chief Financial Officer in connection with the preparation of our financial statements as of September 30, 2008 and communicated the matters to our management an d board of directors.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, the lack of a functioning audit committee and lack of a majority of independent directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact the Company's financial statements for the future years.

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Management’s Remediation Initiatives

Although the Company is unable to meet the standards under COSO because of the limited funds available to a shell company of our size and stage of development, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to  segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditio ns. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

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ITEM 5. OTHER INFORMATION

Change Registrant’s Certifying Accountant

On May 5, 2008, Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants (“DMCL”), was dismissed as our principal independent accountant, and on May 6, 2008, we engaged, Moore and Associates CHTD as our principal independent accountant. The decision to appoint Moore and Associates CHTD was approved by our board of directors.

DMCL’s report on our financial statements for the fiscal year ended December 31, 2007 did not contain an adverse opinion or disclaimer of opinion, or qualification or modification as to uncertainty, audit scope, or accounting principles, except that DMCL’s report contained an explanatory paragraph in respect to the substantial doubt as to our ability to continue as a going concern.

In connection with the audit of our financial statements for the year ended December 31, 2007 and in the subsequent interim period through the date of dismissal, there were no disagreements, resolved or not, with DMCL on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of DMCL, would have caused them to make reference to the subject matter of the disagreement in connection with their report on the financial statements for such year.

During the year ended December 31, 2007 and in the subsequent interim period through the date of resignation, there were no reportable events as described in Item 304(a)(1)(iv)(B) of Regulation S-B.

We provided DMCL, with a copy of the Report on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that they furnish us with a letter addressed to the Securities and Exchange Commission stating whether they agree with the statements made in the Report on Form 8-K, and if not, stating the aspects with which they do not agree.  The letter from DMCL, stating that they agreed with the disclosure contained herein, was filed as Exhibit 16.1 to the Current Report on Form 8-K.

During the years ended December 31, 2007 and 2006, and the subsequent interim period through the date hereof, we have not, nor has any person on our behalf, consulted with Moore and Associates CHTD regarding either the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, nor has Moore and Associates CHTD provided to us a written report or oral advice regarding such principles or audit opinion on any matter that was the subject of a disagreement or reportable event set forth in Item 304(a)(1)(iv) of Regulation S-B with our former principle independent accountant.

Change Registrant’s Directors, and Officers

On May 26, 2008, Colt Wohlers was appointed as Director of the Company.

Also on May 26, 2008, Harvey Smith resigned as our President, CEO, CFO and Secretary, Treasurer, and Wohlers was appointed to these offices.

Harvey Smith and Bill Dynes resigned as directors of our Company on May 26, 2008.

Colt Wohlers

Colt possesses an Undergraduate degree in computer engineering from University of Calgary. He is an entrepreneur, who has gained business and administrative experience through work in various sectors of the economy such as farming, construction and information technology. Colt’s managerial, assets management and acquisition experience has established himself as a valuable asset to our Company.

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ITEM 6 EXHIBITS

(a) Exhibits and Index of Exhibits

Exhibit		Description of Exhibit
Number
3.1		Articles of Merger filed with the Secretary of State of State of Nevada on August 15, 2007 and which is effective August 27, 2007(2)
3.2		Certificate of Change filed with the Secretary of State of State of Nevada on August 15, 2007 and which is effective August 27, 2007(2)
10.1		Form of Stock Option Agreement entered into with Drew Bonnell(1)
10.2		Form of Stock Option Agreement entered into with Bill Dynes(1)
10.3		Agreement for the Purchase of Common Stock(1)
10.4		Letter of Intent dated September 21, 2007 with 101073531 Saskatchewan Ltd. and Thunder Sword Resources Inc.(3)
10.5		Second Letter of Intent dated September 21, 2007 with 101073531 Saskatchewan Ltd. and Thunder Sword Resources Inc.(3)
31.1	*	Section 302 Certification
		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	*	Section 906 Certification
		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*Filed herewith.

⁽¹⁾   Previously filed with our Current Form 8-K filed with the Securities and Exchange Commission as filed on July 24, 2007.

⁽²⁾   Previously filed with our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 30, 2007.

⁽³⁾   Previously filed with our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 25, 2007.

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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.

	MIDWEST URANIUM CORPORATION
By:	/s/Colt Wohlers
	Colt Wohlers
	President, Chief Executive Officer,
	Chief Financial Officer and Director
	(Principal Executive Officer and Principal Financial Officer)
	Date: November 4, 2008

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