Filed by EDF Electronic Data Filing Inc. (604) 879-9956 - Midwest Uranium

10-K 1 midwest10kdec31.htm ANNUAL REPORT FOR THE PERIOD ENDED DECEMBER 31, 2008 Filed by EDF Electronic Data Filing Inc. (604) 879-9956 - Midwest Uranium - Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-113270

MIDWEST URANIUM CORPORATION.

(Exact name of small business issuer as specified in its charter)


Nevada		47-0930824
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Suite 29 - 303 La Ronge Avenue, La Ronge, Saskatchewan S0J 1L0

(Address of principal executive offices)

800.293.3312

(Issuer's telephone number)

Lutcam, Inc.
Suite 1680 – 200 Burrard Street, Vancouver, British Columbia Canada V6C 3L2

Securities registered under Section 12(b) of the Exchange Act

Common Stock, par value $0.001 per share

Securities registered under Section 12(g) of the Exchange Act

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No þ

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 þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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 (Do not check if a smaller reporting company)	Smaller reporting company þ

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

Aggregate market value of the voting and non-voting common equity held by non-affiliates was $398,480, based on the bid price of $0.01 at February 18, 2009.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 39,848,000 common shares issued and outstanding as of February 18, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

None

MIDWEST URANIUM CORPORATION

(Formerly Lutcam, Inc.)

DECEMBER 31, 2008 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS



		Page

PART I

Item 1.	Business .	4
Ite m 1A.	Risk Factors.	6
Ite m 1B.	Unresolved Staff Comments.	8
Item 2.	Properties.	8
Item 3.	Legal proceedings.	8
Item 4.	Submission of Matters to a Vote of Security Holders.	9

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	9
Item 6.	Selected Financial Data.	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 8.	Financial Statements and Supplementary Data.	15
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.	29
Item 9A.	Controls and Procedures.	30
Item 9B.	Other Information.	31

PART III

Item 10	Directors, Executive Officers and Corporate Governance.	31
Item 11.	Executive Compensation.	33
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	34
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	34
Item 14.	Principal Accounting Fees and Services.	34
Item 15.	Exhibits, Financial Statement Schedules.	36

Signatures

PART 1

Certain statements contained in this Form 10-K constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements, identified by words such as “plan”, "anticipate," "believe," "estimate," "should," "expect" and similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-K. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (“SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K.

As used in this annual report, the terms "we", "us", "our", and “our company” mean Midwest Uranium Corporation unless otherwise indicated. All dollar amounts in this annual report are in U.S. dollars unless otherwise stated.


ITEM 1.	BUSINESS.

History and Organization

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 Neveda. 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.

Planned Business

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 monthly 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.

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 Saskatchewan 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

As a result of the termination and in an effort to substantiate stockholder value, our new board and management has commenced a move to identify alternative business opportunities. We are seeking suitable business entities with whom 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.


ITEM 1A.	RISK FACTORS.

Much of the information included in this 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.

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.

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.

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.

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 Exchange 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 requirements 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 National Association of Securities Dealers, or NASD, has adopted sales practice requirements which may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the NASD 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, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD 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 its shares.


ITEM 1B.	UNRESOLVED STAFF COMMENTS.

None.


ITEM 2.	PROPERTIES.

We currently do not own any property.


ITEM 3.	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 officer or any of our directors or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


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

There has been no Annual General Meeting of Stockholders within the last fiscal year. No matters were submitted to a vote of security holders during the fiscal year.

PART II

ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.

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. Our common shares are quoted on the OTC Bulletin Board under the symbol “MWUC”. The following table indicates the high and low bid prices of our common shares during the period September 2007 to February 24, 2009


MONTH	HIGH ($)	LOW($)
February 2009	0.02	0.02
January 2009	0.03	0.02
December 2008	0.05	0.02
November 2008	0.05	0.05
October 2008	0.05	0.02
September 2008	0.04	0.04
August 2008	0.04	0.04
July 2008	0.06	0.03
June 2008	0.06	0.06
May 2008	0.06	0.03
April 2008	0.09	0.03
March 2008	0.10	0.07
February 2008	0.10	0.06
January 2008	1.40	0.07
December 2007	1.50	1.25
November 2007	1.75	1.40
October 2007	1.74	1.40
September 2007	1.85	0.10

The source of the high and low bid information above was obtained from Yahoo! Finance and reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

On February 18, 2009 the shareholder’s list of our shares of common stock showed 20 registered shareholders (including CEDE & Co.) and 39,848,000 shares of our common stock outstanding. The authorized share capital consists of 5,100,000,000 common shares with a par value of $0.001 and 100,000,000 preferred shares with a par value of $0.001

Stock Options

As of February 24, 2009 there are no stock options outstanding.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend (a) we would not be able to pay our debts as they become due in the usual course of business; or (b) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During the current fiscal year, we did not complete any sales of securities that were not registered pursuant to the Securities Act.


ITEM 6.	SELECTED FINANCIAL DATA.

Not applicable


ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This annual report contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements 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 forward-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 annual report and in our audited consolidated financial statements are 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 audited interim consolidated financial statements and the related notes that appear elsewhere in this annual 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 annual report and unless otherwise indicated, the terms "we", "us", "our" and "Midwest" means Midwest Uranium Corporation.

OVERVIEW AND PLAN OF OPERATION

The following discussion and analysis explains trends in our financial condition and results of operations for the two fiscal years ended December 31, 2008 and December 31, 2007. This discussion and analysis of the results of operations and financial condition should be read in conjunction with our audited financial statements and the related notes, as well as statements made elsewhere in this Form 10-K.

Our plan of operation for the next twelve months is to concentrate on identifying 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.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of consolidated financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. In determining estimates of net recoverable amounts and net realizable values, or whether there has been a permanent impairment in value for accounts receivable, inventories, capital assets, investments, patent rights and other assets, we rely on assumptions regarding applicable industry performance and prospects, as well as general business and economic conditions that prevail and are expected to prevail. Assumptions underlying asset valuations are limited by the availability of reliable comparable data and the uncertainty of predictions concerning future events.

By nature, asset valuations are subjective and do not necessarily result in precise determinations. Should the underlying assumptions change, the estimated net recoverable amounts and net realizable values may change by a material amount.

The consolidated financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Use of Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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 as of December 31, 2008, and expenses for the periods ended December 31, 2008, and 2007, and cumulative from inception. Actual results could differ from those estimates made by management.

Foreign Currency Translation

Our Company’s functional currency is the U.S. dollar. Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Income Taxes

Our Company has adopted Statement of Financial Accounting Standards No. 109 – “Accounting for Income taxes” (SFAS 109). This standard requires the use of an asset and liability approach for financial accounting, and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

Basic and Diluted Loss Per Share

In accordance with SFAS No. 128 – “Earnings Per Share”, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At December 31, 2008, our Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.

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. Our financial statements have been prepared assuming we will continue as a going concern. Our accumulated deficit amounts to $259,061 as at December 31, 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.

LIQUIDITY AND CAPITAL RESOURCES

Results of Operations for Fiscal Years Ended December 31, 2008

As the company is a development stage company, revenues for the years ended December 31, 2008 and December 31, 2007 were $Nil. Expenses for the year ended December 31, 2008 were $58,306 compared to $179,668 for the year ended December 31, 2007, a decrease of $121,362 over the preceding year. The $58,306 in expenses includes (1) $34,466 in accounting and audit, (2) $14,687 in management fees, (3) $9,436 in filing and transfer agent fees and the remaining gain of $283 in office and general expenses including bank charges, office and sundry, telephone, communication costs, and exchange gains.

The net loss for the year ended December 31, 2008 was $58,306 compared to $158,332 for the year ended December 31, 2007.

As at December 31, 2008, the Company had cash of $2,621 and liabilities of $384,823. The liabilities of $384,784 include demand loans from third parties to cover start up and initial operating expenses. The company plans to raise funds through private placements with accredited investors to pay out the demand loans and provide working capital to support operating expenses and fund the development of strategic partnerships, supplier relationships and potential acquisitions.

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 Compensation	$	100,000
Professional Fees	$	75,000
General and Administrative Expenses	$	25,000
Total	$	200,000

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 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 and office equipment

Results of Operations for Fiscal Years Ended December 31, 2007

As the company is a development stage company, revenues for the years ended December 31, 2007 and December 31, 2006 were $Nil. Expenses for the year ended December 31, 2007 were $179,668 compared to $12,016 for the year ended December 31, 2006, an increase of $167,652 over the preceding year. The $179,668 in expenses includes (1) $7,619 in consulting fees, (2) $83,916 in accounting and audit, (3) $67,077 in management fees, (4) $14,486 in filing and transfer agent fees (5) $5,836 for web site development and maintenance fees and the remaining $734 in general operating fees including bank charges, office and sundry, telephone and communication costs.

The net loss for the year ended December 31, 2007was $158,332 compared to $12,016 for the year ended December 31, 2006. The net loss for the year ended December 31, 2007 includes a forgiveness of an advance from a former director in the amount of $21,336.

As at December 31, 2007, the Company had cash of $Nil and liabilities of $323,896. The liabilities of $323,896 include demand loans from third parties to cover start up and initial operating expenses. The company plans to raise funds through private placements with accredited investors to pay out the demand loans and provide working capital to support operating expenses and fund the development of strategic partnerships, supplier relationships and potential acquisitions.


ITEM 7A.	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 8.	CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

Audited Consolidated Financial Statements for the year ending December 31, 2008

	Consolidated Balance Sheets

	Consolidated Statements of Loss

	Consolidated Statements of Cash Flows

	Consolidated Statement of Shareholders’ Equity

	Notes to Consolidated Financial Statements

MIDWEST URANIUM CORPORATION

(formerly Lutcam, Inc.)

(A Development Stage Company)

FINANCIAL STATEMENTS

December 31, 2008

(Stated in US Dollars)

MOORE & ASSOCIATES, CHARTERED

ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Midwest Uranium Corporation

(A Development Stage Company)

We have audited the accompanying balance sheets of Midwest Uranium Corporation (A Development Stage Company) as of December 31, 2008 and December 31, 2007, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2008 and December 31, 2007 and since inception on July 30, 2003 to December 31, 2008. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Midwest Uranium Corporation (A Development Stage Company) as of December 31, 2008 and December 31, 2007, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended December 31, 2008 and December 31, 2007 and since inception on July 30, 2003 to December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 8 to the financial statements, the Company has an accumulated deficit of $259,061, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 8. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates, Chartered

Las Vegas, Nevada

March 25, 2009

6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

MIDWEST URANIUM CORPORATION

(formerly Lutcam, Inc.)

(A Development Stage Company)

BALANCE SHEETS

(Stated in US Dollars)


		December 31,			December 31,
		2008			2007

ASSETS

Current
Cash	$	2,621		$	-
	$	2,621		$	-

LIABILITIES
Current
Bank indebtedness	$	-		$	127
Accounts payable and accrued liabilities		39			13,769
Loans payable – Note 4		384,784			310,000
		384,823			323,896
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock -100,000,000 shares authorized, no shares outstanding, $0.001 par value – Note 3 (0 -2007)
Common stock - $0.001 par value – Note 3 5,100,000,000 share 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		(259,061	)		(200,755	)
		(382,202	)		(323,896	)

	$	2,621		$	-

See the accompanying notes to the financial statements

MIDWEST URANIUM CORPORATION

(formerly Lutcam, Inc.)

(A Devemopment Stage Company)

STATEMENTS OF OPERATIONS

Stated in U.S. Dollars


								Cumulative
		YEAR ENDED						From
		DECEMBER 31						Inception
								July 30, 2003 to
		2008			2007			December 31,
								2008

Revenue	$	-		$	-		$	-


Expenses
Consulting fees		-			7,619			7,619
Management fees – Note 3 and 6		14,687			67,077			81,764
Marketing and promotion		-			5,836			5,836
Office and general		(283	)		734			1,824
Professional fees		34,466			83,916			159,431
Transfer agent fees		9,436			14,486			23,923
		58,306			179,668			280,397


Net Loss from operations		(58,306	)		(179,668	)		(280,397	)
Other
Forgiveness of debt – Note 5		-			21,336			21,336

Net loss and Comprehensive loss	$	(58,306	)	$	(158,332	)	$	(259,061	)


Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)




Weighted average number of Common Shares outstanding – Basic and diluted		39,848,000			146,039,781

See the accompanying notes to the financial statements

MIDWEST URANIUM CORPORATION

(formerly Lutcam, Inc.)

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

Stated in U.S. Dollars


		For the						Cumulative from
		Year Ended						Inception July 30,
		December 31						2003, to
		2008			2007			December 31,
								2008

Cash flows from(used in) operating activities:
Net loss	$	(58,306	)	$	(158,332	)	$	(259,061	)
Adjustments to reconcile net loss to net cash from operating activities:
Stock based compensation – Note 3		-			22,559			22,559
Forgiveness of debt		-			(21,336	)		(21,336	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(13,730	)		8,159			39
Net cash used in operating activities		(72,036	)		(148,950	)		(257,799	)

Cash flows from(used in) financing activities:
Common stock issued for cash		-			-			54,300
Loans payable		74,784			319,856			406,120
Common stock reacquired for cash		-			(200,000	)		(200,000	)
Net cash provided by financing activities		74,784			119,856			260,420

Net increase (decrease) in cash		2,748			(29,094	)		2,621

Cash, beginning		(127	)		28,967			-

(Bank indebtedness) Cash, ending
	$	2,621		$	(127	)	$	2,621

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

See the accompanying notes to the financial statements

MIDWEST URANIUM CORPORATION

(formerly Lutcam, Inc.)

(A Development Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the period July 30, 2003 (date of inception) to December 31, 2008

(Stated in US Dollars)


									Deficit
									Accumulated			Total
						Additional			During the			Shareholders’
						Paid in			Development			Equity
	Common Shares		Par Value			Capital			Stage			(Deficit)


Common stock issued for cash: at initial capitalization – at $0.000147 per share October 3, 2003	170,000,000	$	170,000		$	(145,000	)		-		$	25,000
Net loss for period July 30, 2003 to December 31, 2003	-		-			-			(13,180	)		(13,180	)
Balance, December 31, 2003	170,000,000		170,000			(145,000	)		(13,180	)		11,820

Net loss for the year	-		-			-			(14,137	)		(14,137	)
Balance, December 31, 2004	170,000,000		170,000			(145,000	)		(27,317	)		(2,317	)

Net loss for the year	-		-			-			(3,090	)		(3,090	)
Balance, December 31, 2005	170,000,000		170,000			(145,000	)		(30,407	)		(5,407	)



Common stock issued for cash: at $0.000735 per share December 4, 2006	39,848,000		39,848			(10,548	)		-			29,300
Net loss for the year	-		-			-			(12,016	)		(12,016	)
Balance, December 31, 2006	209,848,000		209,848			(155,548	)		(42,423	)		11,877



Returned to Treasury for cancellation – August 16, 2007	(170,000,000	)	(170,000	)		(30,000	)		-			(200,000	)
Stock based compensation	-		-			22,559			-			22,559

Net loss for the year	-		-			-			(158,332	)		(158,332	)
Balance, December 31, 2007	39,848,000	$	39,848		$	(162,989	)	$	(200,755	)	$	(323,896	)

Net loss for the year	-		-			-			(58,306	)		(58,306	)
Balance, December 31, 2008	39,848,000	$	39,848		$	(162,989	)	$	(259,061	)	$	(382,202	)

See the accompanying notes to the financial statements

MIDWEST URANIUM CORPORATION

(formerly Lutcam, Inc.)

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

December 31, 2008

(Stated in US Dollars)


Note 1	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.


Note 2	Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared using the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Significant estimates made by management are, among others, the estimated future tax rates used to determine deferred income taxes and the fair value determined for stock based transactions..

The financial statements have, in management’s opinion, been properly prepared within the reasonable limits of materiality and within the framework of the significant accounting.

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures about Fair Value of Financial Instruments.” SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of December 31, 2008 and December 31, 2007 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, bank indebtedness, accounts payable and accrued expenses and loans payable. The fair value of related party payables is not determinable as they have no specific repayment terms.

Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated deferred tax credit through a net operating loss carry forward. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations

The Company adopted the provisions of FSAB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), on January 1, 2007. As required by Interpretation 48, which clarifies SFAS No. 109, Accounting for Income Taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting this standard, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. At the adoption date, the Company applied Interpretation 48 to all tax positions for which the statute of limitations remained open. The adoption of FIN 48 did not have a material impact in the financial statements during the year ended December 31, 2008.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred net operating losses of approximately $ 259,061 available to offset taxable income in futures years, which commence expiring in 2013. Pursuant to SFAS No. 109, the Company is required to compute tax assets for net operating losses carried forward. Potential assets of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The components of the net deferred tax asset at December 31, 2008 and 2007 are indicated below:


	2008 $	2007 $

Deferred tax asset
- Stock-based compensation	-	(22,559)
- Non-capital losses	259,061	200,755
- Less valuation allowance	(259,061)	(178,196)

Net deferred tax asset	–	–

The provision for income tax differs from the amount computed by applying statutory rates to earnings before income taxes. The difference results from the following:


	December 31, 2008 $	December 31, 2007 $

Earnings (loss) before taxes	(58,306)	(158,332)
Statutory rate	35%	35%

Computed expected tax (recovery)	(20,407)	(55,416)
Change in valuation allowance	20,407	55,416

Reported income taxes	–	–

During the year 2008, the Company did not recognize any interest and penalties. Due to the potential offset of the Company’s operating loss carryforward for any future activity, the amount attributed to interest and penalties would be immaterial.

Internal Revenue Code Section 382 places a limitation (the “Section 382 Limitation”) on the amount of taxable income which can be offset by net operating loss carryforwards after a change in control (generally greater than a 50% change in ownership) of a loss corporation. Generally, after a control change, a loss corporation cannot deduct operating loss carryforwards in excess of the Section 382 Limitation. Due to these “change in ownership” provisions, utilization of the net operating loss and tax credit carryforwards may be subject to an annual limitation regarding their utilization against taxable income in future periods. The Company has not concluded its analysis of Section 382 through December 31, 2008, but believes that these provisions will not limit the availability of losses to offset future income.

Development Stage Company

The Company is considered a development-stage company, with limited operating revenues during the periods presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. SFAS. No. 7 requires companies to report their operations, shareholder’s equity (deficit) and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things. Management has defined inception as July 30, 2003. Since inception, the Company has incurred operating losses totaling $259,061. The Company’s working capital has been generated through the sales of common stock and demand loans.

Basic and Diluted Net Loss Per Share

Net loss per share is calculated in accordance with SFAS 128, Earnings Per Share for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options are converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period.

The Company has no potentially dilutive securities outstanding as of December 31, 2008 and 2007.

For the years presented, diluted loss per share is equal to basic loss per share.

Foreign Currency Translation

The financial statements are presented in United States dollars unless otherwise noted. In accordance with Statement of Financial Accounting Standards No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment.” SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued.

In March 2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 107, “Share-Based Payment,” to give guidance on the implementation of SFAS No. 123R.

Recent Accounting Pronouncements

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133”. This Statement is intended to enhance the current disclosure framework in Statement 133. The Statement requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. This disclosure better conveys the purpose of derivative use in terms of the risks that the entity is intending to manage. Disclosing the fair values of derivative instruments and their gains and losses in a tabular format should provide a more complete picture of the location in an entity’s financial statements of both the derivative positions existing at period end and the effect of using derivatives during the reporting period. Disclosing information about credit-risk-related contingent features should provide information on the potential effect on an entity’s liquidity from using derivatives. Finally, this Statement requires cross-referencing within the footnotes, which should help users of financial statements locate important information about derivative instruments. The Company does not expect that the adoption of SFAS No. 161 will have a significant impact on the consolidated results of operations or financial position of the Company.

In December 2007, the FASB revised Statement of Financial Accounting Standard No. 141 (SFAS 141R), “Business Combinations”, which is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Early application is not permitted before that date. SFAS 141R requires assets and liabilities recorded in a business combination to be recorded at fair value and replaces the cost-allocation process under the prior standard. In addition, SFAS 141R requires separate recognition of acquisition costs and requires recognition of contractual contingencies at fair value as of the acquisition date. Further, the revised standard requires capitalization of research and development assets and requires fair value recognition of contingent consideration as of the acquisition date. The Company is currently evaluating the potential impact of this pronouncement.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company has not yet determined the impact, if any, that SFAS No. 160 will have on its consolidated financial statements. SFAS No. 160 is effective for the Company’s fiscal year beginning June 1, 2010. The Company is currently evaluating the impact of SFAS 160 on its consolidated financial statements.

In February 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115,” which will permit entities to choose to measure many financial instruments and certain other items at fair value. This Statement applies to all entities, including not-for-profit organizations. Most of the provisions of this Statement apply only to entities that elect the fair value option. However, the amendment to SFAS Statement No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. Some requirements apply differently to entities that do not report net income. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company does not expect that the adoption of SFAS No. 159 will have a significant impact on the consolidated results of operations or financial position of the Company. On February 12, 2008, the FASB delayed the effective date for non-financial assets and liabilities to fiscal years beginning after November 15, 2008; however, the effective date for the financial assets remains intact.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” to eliminate the diversity in practice that exists due to the different definitions of fair value and the limited guidance for applying those definitions in GAAP that are dispersed among the many accounting pronouncements that require fair value measurements. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. However, for some entities, the application of this Statement will change current practice. SFAS 157 is effective in fiscal years beginning after November 15, 2007 and periods within those fiscal years. On February 12, 2008, the FASB delayed the effective date for non-financial assets and liabilities to fiscal years beginning after November 15, 2008; however, the effective date for the financial assets remains intact. The Company does not expect the adoption of SFAS No. 157 to have a significant impact on the consolidated results of operations or financial position of the Company.

The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.


Note 3	Capital Stock

a) Authorized Capital

As of December 31, 2008, the company had 39,848,000 shares of common stock issued and outstanding, with, the authorized share capital consisted 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. On August 16, 2007, the Company agreed to purchase 170,000,000 post-split common shares for $200,000 from one shareholder. These shares were paid for on October 3, 2007 and returned to treasury for cancellation. On August 21, 2007 the board of directors approved an amendment to the Company’s articles to allow it to create 100,000,000 preferred shares with a par value of $0.001. On August 27, 2007, the Company completed a forward stock split of its issued and outstanding common shares on a 68 to 1 basis, increasing the authorized number of shares from 75,000,000 with a par value of $0.001 to 5,100,000,000 with a par value of $0.001. The Statement of Stockholders Equity has been re-stated to show the effect of the forward stock split from inception. The weighted average number of shares outstanding as at December 31, 2008 amounted to 39,848,000.

b) Stock options

On July 25, 2007, the Company adopted a Stock Option Plan pursuant to which it can grant stock options to purchase an aggregate of 258,400,000 shares of common stock to eligible employees, directors, officers and consultants. Under the plan, eligible employees, consultants, and such other persons, other than directors subject to tax in the United States who are not eligible employees, may receive awards of "non-qualified stock options". Also under the plan, individuals who, at the time of the option grant, are employees of the Company or any related company, as defined in the plan, who are subject to tax in the United States, may receive "incentive stock options", and stock options granted to non-US residents may receive awards of "options". The purpose of the plan is to retain the services of valued key employees, directors, officers and consultants and to encourage such persons with an increased incentive to make contributions to the Company.

Compensation costs attributable to share options granted to employees, directors or consultants is measured at fair value at the grant date and expensed with a corresponding increase to additional paid in capital over the vesting period. Upon exercise of the stock options, consideration paid by the option holder together with the amount previously recognized in additional paid up capital is recorded as an increase to common stock.

c) Granting of Stock Options

The options are subject to vesting provisions as set forth in the stock option agreements dated July 24, 2007. Vesting is provided at the discretion of the directors and once vested options are exercisable at any time.

On July 25, 2007, the Company granted the following stock options:


Name	Number of Stock Options	Exercise Price	Expiry Date
Drew Bonnell (pre-split)	200,000	US$0.25	July 24, 2012
Drew Bonnell (pre-split)	250,000	US$0.50	July 24, 2012
Bill Dynes (pre-split)	100,000	US$0.25	July 24, 2009

Total	550,000

Of the 550,000 pre-split stock options granted, 125,000 were vested. Drew Bonnell vested 100,000, and Bill Dynes vested 25,000. On October 15, 2007 the remaining balance of outstanding stock options in the amount of 425,000 was cancelled. The fair value of all granted options was $93,974 and $22,559 has been recorded as management fees for the vested options during the year ended December 31, 2007.

As of December 31, 2008 there are no stock options outstanding.


Note 4	Loans payable


		December 31, 2008		December 31, 2007
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


Note 5	Forgiveness of Debt

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


Note 6	Related Party Transaction

During the year ended December 31, 2008, the Company paid $14,687 (2007 - $67,077) management fee to former and current officers of the Company.


Note 7	Subsequent Event

Effective March 13, 2009, we amended our Articles to effect a reverse split of our authorized common stock and our issued and outstanding shares of common stock at a ratio of one new share for fifty-one old shares.

As a result, our authorized capital decreased from 5,100,000,000 shares of common stock with a par value of $0.001 and 100,000,000 shares of preferred stock with a par value of $0.001 to 100,000,000 shares of common stock with a par value of $0.001 and 100,000,000 shares of preferred stock with a par value of $0.001. Our issued and outstanding share capital decreased from 39,848,000 shares of common stock to 781,334 shares of common stock.


Note 8	Going Concern

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 December 31, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $259,061 since its inception, has a working capital deficiency of $382,202 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 upon 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.


ITEM 9.	CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On May 1, 2008, Dale Matheson Carr-Hilton Labonte LLP, Chartered Accountants (“DMCL”), was dismissed as our principal independent accountant, and on May 1, 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 and by our audit committee.

DMCL and John Kinross-Kennedy’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.


ITEM 9A	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 December 31, 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 December 31, 2008 and communicated the matters to our management and 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.

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 conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.


ITEM 9B.	OTHER INFORMATION

None

PART 111


ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors and their backgrounds

Each of our Directors serves until his successor is elected and qualified. Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees.

Colt Wohlers

On May 26, 2008, Mr. Wohlers was appointed President, CEO, CFO, Secretary and Director of the Company. Mr. Wohlers 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.

Harvey Smith

Harvey Smith, joined the Company’s Board of Directors and management team on July 24, 2007. Mr. Smith is an entrepreneur who has been involved in the private and public sector, having operated and participated in the creation and management of several resource/mining and technology companies. Mr. Smith has made significant positive impact using his ability to identify and respond to various situations and recognizing the particular growth stage of the company. His strategic approach to building a business using defined goals and attaining them in a systematic manner has proven to be a successful strategy.

Due to time constraints associated with other business interests, Mr. Smith resigned as President, CEO, CFO, Secretary, Treasurer and Director on May 26, 2008

Bill Dynes

Bill Dynes joined the Company’s Board of Directors and management team on July 24, 2007. Mr. Dynes brought 30 years of practical mining, mineral exploration, and corporate managerial experience. He started with Noranda Mines Ltd., Hendrix Lake division, in 1975, as a mineral assayer at their Boss Morurtain Molybdenum Mine. He moved on to designing and managing mineral exploration programs in BC, Mexico, the Yukon, NWT, Africa and Brazil. Mr. Dynes had integral and direct involvement in the successful discoveries of the Jericho (Tahera Diarnond Corporation) and Gaucho Kue (Debeers Canada) diamond deposits in the Northern Canada and in the setting up the Diamond Research Center at UBC. He has gained extensive experience in corporate management and the search for precious metals and diamondiferous kimberlites in Canada, Mexico and Tanzania. Mr Dynes has a Bachelor of Science Honors Degree from the University of British Columbia.

Due to time constraints associated with other business interests, Mr. Dynes resigned as Director on May 26, 2008

Significant Employees

Other than our sole director and officer described above, we do not expect any other individuals to make a significant contribution to our business.

Family Relationships

There are no family relationships among our officers, directors or persons nominated for such positions.

No Legal Proceedings

None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:

- any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

- any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

- being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

- being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16 (a) of the Exchange Act

The Company knows of no director, officer, beneficial owner of more than ten percent of any class of equity securities of the Company registered pursuant to Section 12 (“Reporting Person”) that failed to file any reports required to be furnished pursuant to Section 16(a). Other than those disclosed below, we know of no Reporting Person that failed to file the required reports during the most recent fiscal year except as shown below.

The following table sets forth as at June 30, 2008, the name and position of each Reporting Person that filed any reports required pursuant to Section 16 (a) during the most recent fiscal year.


Name	Position	Form	Date Report Filed

Colt Wohlers	Chief Executive Officer, Chief Financial Officer, Secretary, President and Director	3	May 26, 2008


ITEM 11.	EXECUTIVE COMPENSATION

Cash Compensation

There was no cash compensation paid to any director for their services as directors during the year ended December 31, 2008. Consulting fees in the amount of $14,687 were paid to a former officer of the Company.

Compensation of Directors

We have no standard arrangement to compensate directors for their services in their capacity as directors. Directors are not paid for meetings attended. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None

Pension Table

None

Other Compensation

None

Compensation of Directors

None

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Consideration set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company.

Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction


ITEM 12.	SECURITY OWNERSHIP of CERTAIN BENEFICIAL OWNERS and MANAGEMENT and RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our shares of common stock at February 18, 2009 by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our directors, (iii) our executive officers, and (iv) by all of our directors and executive officers as a group. Each person named in the table, has sole voting and investment power with respect to all shares shown as beneficially owned by such person and can be contacted at our executive office address.

Title of class

Name and address of beneficial owner

Amount and nature

of beneficial ownership

Percent

of class

Voting Common Stock

Nil


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others

There were no material transactions, or series of similar transactions, since inception of the Company and during its current fiscal period, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own, or beneficially own, more than 5% of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

We do not have promoters and have had no transactions with any promoters.


ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years ended December 31 for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements and review of financial statements included in the registrant’s Form 10-Q filings amounted to $15,403 in 2008 and $9,540 in 2007.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years ended December 31. 2008 and 2007 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of Midwest Uranium Corp. financial statements and are not reported under Item 9 (e)(1) of Schedule 14A were $NIL.

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years ended December 31 for professional services rendered by the principal accountants for tax compliance, tax advise, and tax planning was $NIL.

(4) All Other Fees

There were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5) Audit Committee’s Pre-approval Policies

Our board of directors, who acts as our audit committee, has adopted a policy governing the pre-approval by the board of directors of all services, audit and non-audit, to be provided to our company by our independent auditors. Under the policy, the board of directors has pre-approved the provision by our independent auditors of specific audit, audit related, tax and other non-audit services as being consistent with auditor independence. Requests or applications to provide services that require the specific pre-approval of the board of directors must be submitted to the board of directors by the independent auditors, and the independent auditors must advise the board of directors as to whether, in the independent auditor's view, the request or application is consistent with the Securities and Exchange Commission's rules on auditor independence.

The board of directors has considered the nature and amount of the fees billed by Moore and Associates CHTD. and believes that the provision of the services for activities unrelated to the audit is compatible with maintaining the independence of Moore and Associates CHTD.

(6) Audit hours incurred

Not applicable.

PART IV


ITEM 15.	EXHIBITS


Exhibit Number	Description of Exhibit
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 adopted pursuant 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.

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: March 27, 2009