MV Portfolios (MVP) 10-Q 2009 Q1 Quarterly report

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

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

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US URANIUM INC.

(a development stage company)

Balance Sheets

ASSETS

	October 31,		January 31,
	2008		2008
	(unaudited)
CURRENT ASSETS
Cash	$	5,964	$	2,583
Total Current Assets		5,964		2,583
OTHER ASSETS
Note receivable-related party		557,927		557,927
TOTAL ASSETS	$	563,891	$	560,510

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable	$	1,224		$	797
Total Current Liabilities		1,224			797
STOCKHOLDERS' EQUITY
Preferred stock, 10,000,000 shares authorized at
Par value of $0.001, no shares issued and outstanding		-			-
Common stock, 300,000,000 shares authorized at
par value of $0.001, 58,313,002 and 56,313,002
shares issued and outstanding		58,313			56,313
Additional paid-in capital		959,755			941,755
Deficit accumulated during the exploration stage		(455,401	)		(438,355	)
Total Stockholders' Equity		562,667			559,713
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	563,891		$	560,510

The accompanying notes are an integral part of these financial statements.

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US URANIUM INC.

(a development stage company)

Statements of Operations

(unaudited)

													From Inception
	For the Three			For the Three			For the Nine			For the Nine			on April 19,
	Months Ended			Months Ended			Months Ended			Months Ended			2004 Through
	October 31,			October 31,			October 31,			October 31,			October 31,
	2008			2007			2008			2007			2008
REVENUES	$	-		$	-		$	-		$	-		$	-
COST OF SALES		-			-			-			-			-
GROSS MARGIN		-			-			-			-			-
OPERATING EXPENSES
Mineral property expenses		-			-			-			1,556			29,465
General and administrative		3,407			16,381			17,056			297,152			425,946
Total Operating
Expenses		3,407			16,381			17,056			298,708			455,411
OTHER INCOME (EXPENSE)
Interest income		10			-			10			-			10
INCOME (LOSS) FROM
OPERATIONS		(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 NUMBER
OF COMMON SHARES OUTSTANDING		57,313,002			56,193,002			56,313,002			55,850,778

The accompanying notes are an integral part of these financial statements.

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US URANIUM INC.

(a development stage company)

Statements of Cash Flows

(unaudited)

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

The accompanying notes are an integral part of these financial statements.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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

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