Universal Potash Corp. - Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————


X	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the quarterly period ended: June 30, 2008
Or

	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
For the transition period from: _____________ to _____________

———————

Universal Potash Corp.

(Exact name of registrant as specified in its charter)

———————


Nevada	000-50915	90-0342342
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

11850 South Highway 191, Unit B-9, Moab, UT 84532

(Address of Principal Executive Office) (Zip Code)

(435) 259-0460

(Registrant’s telephone number, including area code)

Utah Uranium Corp.

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

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

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.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ] (Do not check if a smaller reporting company)

Smaller reporting company

[x]

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

[ ] Yes

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date : 38,779,200 common shares issued and outstanding as of August 12, 2008

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

Following are the financial statements of the Company for the period ended June 30, 2008.

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

Financial Statements

June 30, 2008

Index

Balance Sheets

Statements of Operations

Statements of Cash Flows

Notes to the Financial Statements


UNIVERSAL POTASH CORP.
(formerly Utah Uranium Corp.)
(An exploration stage company)
BALANCE SHEETS

	June 30,	March 31
	2008	2008
	(Unaudited)	(Audited)

ASSETS

Current Assets
Cash	$ 33,564	$ 113,270
Prepaids	5,322	5,322
Marketable securities - Note 2	20,000	18,000
Total Current Assets	58,886	136,592

Mineral properties - Note 3	728,500	638,500

Total Assets	$ 787,386	$ 775,092

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$ 217,539	$ 156,272
Exploration advances - Notes 3(a) and (e)	79,179	84,865
Promissory notes - Note 4	319,957	319,957
Due to related parties - Note 5	75,108	75,108
Total Liabilities	691,783	636,202

Stockholders' Equity
Common stock - Note 6
Authorized : 100,000,000 common shares, $0.0001 par value
Issued and outstanding: 38,579,200 common shares (March 31, 2008: 38,529,200)	3,858	3,853
Additional paid-in capital	1,837,123	1,795,628
Common stock subscribed	-	-
Accumulated other comprehensive loss	(5,000)	(7,000)
Deficit accumulated during the exploration stage	(1,740,378)	(1,653,591)
Total Stockholders' Equity	95,603	138,890
Total Liabilities and Stockholders' Equity	$ 787,386	$ 775,092

Going Concern Contingency - Note 1
Commitments - Note 3
Subsequent events - Note 9

The accompanying notes are an integral part of these financial statements


UNIVERSAL POTASH CORP.
(formerly Utah Uranium Corp.)
(An exploration stage company)
STATEMENTS OF OPERATIONS

			February 15,
	Three Months	Three Months	2001 (date of
	Ended	Ended	inception) to
	June 30,	June 30,	June 30,
	2008	2007	2008


Expenses
Amortization	$ -	$ 36	$ 257
Compensation expenses	-	-	-
Compensation expenses	-	-	48,960
Consulting fees - Note 5	48,434	243,902	566,835
General and administrative	30,413	41,119	489,644
Impairment of mineral properties	-	-	345,100
Interest expense	-	-	53,334
Mineral properties costs - Note 3	1,940	734,529	194,248
Rent - Note 7	6,000	3,500	42,000

Net loss	$ (86,787)	$ (1,023,086)	$ (1,740,378)

Net loss per share attributable to common
stockholders:
Basic and diluted	$ (0.00)	$ (0.03)

Weighted average number of
common shares outstanding:
Basic and diluted	38,488,541	36,989,969

The accompanying notes are an integral part of these financial statements


UNIVERSAL POTASH CORP.
(formerly Utah Uranium Corp.)
(An exploration stage company)
STATEMENTS OF CASH FLOWS


			February 15,
	Three Months	Three Months	2001 (date of
	Ended	Ended	inception) to
	June 30,	June 30,	June 30,
	2008	2007	2008
Operating Activities
Net loss	$ (86,787)	$ (1,023,086)	$ (1,740,378)
Non-cash items:
- Accrued interest on promissory notes	-	-	53,334
- Amortization	-	36	432
- Compensation expense	-	-	48,960
- Donated service	1,500	1,500	19,500
- Shares issued for services	-	200,020	270,751
- Shares issued for mineral properties	40,000	548,980	365,100
Changes in non-cash working capital items:
- Prepaids	-	(11,000)	(5,324)
- Accounts payable and accrued liabilities	61,267	35,544	211,372
- Due to related parties	-	-	29,673
Net cash used in operating activities	15,980	(248,006)	(746,580)
Investing Activities
Acquisition of equipment	-	-	(432)
Mineral properties	(90,000)	-	(375,000)
Proceeds from mineral property option	-	-	175,000
Exploration advances	(5,686)	-	79,179
Net cash flows used in investing activities	(95,686)	-	(121,253)
Financing activities
Advances from related parties	-	-	49,980
Proceeds from the issuance of common stock	-	50,000	431,460
Proceeds from the issuance of promissory notes	-	193,930	419,957
Net cash flows provided by financing activities	-	243,930	901,397

Change in cash	(79,706)	(4,076)	33,564

Cash, beginning	113,269.64	28,303	-

Cash, ending	$ 33,564	$ 24,227	$ 33,564

Supplemental cashflow information - Note 8

The accompanying notes are an integral part of these financial statements

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

1. Basis of presentation

Unaudited Interim Financial Statements

As of July 31, 2008, the Company has changed its name from Utah Uranium Corp. to Universal Potash Corp. There was no change in share capital and no consolidation of shares associated with this name change. The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“US GAAP”) for interim financial information and with the instructions to Form 10-Q. They may not include all information and footnotes required by US GAAP for complete financial statements. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-KSB as at March 31, 2008. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the period ended June 30, 2008, are not necessarily indicative of the results that may be expected for the year ending March 31, 2009.

Going Concern

These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

The Company has not generated any operating revenues to date. The Company does not have adequate funds to cover overhead expenses for the next year and is in the process of raising additional financing to fund exploration activities on its recently acquired mineral properties.

2. Marketable Securities

The Company received 100,000 common shares of Consolidated Abaddon Resources Inc. (“Abaddon”) in fiscal year 2008. Abaddon is a company listed on the TSX Venture Exchange (“TSX-V”) (Note 3 (a)). The marketable securities had a cost base of $25,000 and an associated unrealized loss of $7,000, recorded in other comprehensive loss at March 31, 2008. A $2,000 unrealized gain was recognized at June 30, 2008. The net unrealized loss recorded in other comprehensive loss is $5,000 as of June 30, 2008.

3. Mineral Properties

The following summarizes expenditures on the Company’s mineral property interests for the three months ended June 30, 2008:

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008


	Ernestina Property	Pinto	Hoopie	Whale	Ray Marie	Wild Acquisition	Other	Total

Balance Sheets:
March 31, 2008	$ -	$ 311,500	$ 65,000	$ 174,000	$ 45,000	$ 43,000	$ -	$ 638,500
Acquisition	90,000	-	-	-	-	-	-	90,000
June 30, 2008	$ 90,000	$ 311,500	$ 65,000	$ 174,000	$ 45,000	$ 43,000	$ -	$ 728,500

Statements of Operations:

Claim maintenance fees	-	-	-	-	-	-	1,940	1,940
June 30, 2008	$ -	$ -	$ -	$ -	$ -	$ -	$ 1,940	$ 1,940

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

3. Mineral Properties (cont'd...)

(a)

On June 1, 2007, the Company entered into an option agreement (the "Pinto Claims Agreement") to acquire a 100% interest in certain mining claims (the “Pinto Claims”) located in Utah. The Company can acquire 100% of the interest in these claims in exchange for cash and shares of common stock as follows:

$150,000 cash to be paid upon execution of the Pinto Claims Agreement (paid),

$50,000 cash to be paid by June 1, 2008 (outstanding, and subsequently amended to June 1, 2009),

$400,000 cash to be paid by June 1, 2009,

200,000 shares of common stock to be issued within 45 days of the date of the Pinto Claims Agreement (issued) at a fair value of $224,000,

300,000 shares of common stock to be issued by June 1, 2008 (outstanding, and subsequently amended to June 1, 2009); and

400,000 shares of common stock to be issued by June 1, 2009.

The Company paid a finder’s fee of 50,000 common shares at a fair value of $62,500 which has been capitalized to acquisition costs and expended $25,074 in mineral property exploration costs. The Company is obligated to expend $300,000 as work commitment on the claims by June 1, 2009.

The Pinto Claims are subject to a royalty payable of 4% on uranium and 2% on vanadium. The Company has the right to purchase 2% of the uranium royalty for $3,000,000.

On November 1, 2007 the Company entered into a Joint Venture Agreement (the “Pinto JV Agreement”) with Abaddon in regards to the Pinto Claims. Under the terms of the Pinto JV Agreement, Abaddon can earn its 60% interest in the Pinto Claims in exchange for a one-time payment to the Company of $100,000 (received) on January 3, 2008 (the “Approval Date”) (the date upon which Abaddon received approval from the TSX-V for the Pinto JV Agreement), the assumption of 60% of the Company’s $400,000 remaining cash obligation and the issuance of shares of common stocks of Abaddon as follows:

100,000 common shares to be issued on the Approval Date (issued) (Note 3);

180,000 common shares to be issued before June 1, 2008 (outstanding); and

240,000 common shares to be issued before June 1, 2009,

Abaddon is also responsible to complete a work commitment of exploration expenditures on the Pinto Claims of $305,000 before December 31, 2007 and an additional $300,000 before June 1, 2008. Abaddon’s work commitments have not been fulfilled. The Company is currently in negotiations with Abaddon to settle the outstanding commitments under the Pinto JV Agreement.

As at June 30, 2008, an amount of $13,163 is receivable from Abaddon regarding work commitment expenditures. This balance has been recorded in exploration advances.

The Pinto Claims Agreement was amended whereby the Company’s outstanding obligations include:

$350,000 cash to be paid by June 1, 2009,

$400,000 cash to be paid by June 1, 2010,

300,000 shares of common stock to be issued by June 1, 2009; and

400,000 shares of common stock to be issued by June 1, 2010.

All other terms and conditions related to the Pinto Claims Agreement remain intact.

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

3. Mineral Properties (cont'd...)

(b)

On June 29, 2007, the Company entered into an option agreement (the “Hoopie Mine Agreement”) to acquire a 100% interest in certain mining claims (the “Hoopie Mine Property”) located in Colorado, in exchange for cash and the issuance of shares of common stock as follows:

$10,000 cash to be paid upon execution of the Hoopie Mine Agreement (paid);

$10,000 cash to be paid 90 days after the execution of the Hoopie Mine Agreement (paid);

$45,000 cash to be paid 180 days after the execution of the Hoopie Mine Agreement (outstanding);

$80,000 cash to be paid by June 29, 2008 (outstanding – see note 9);

$100,000 cash to be paid by June 29, 2009;

$130,000 cash to be paid by June 29, 2010;

50,000 common shares to be issued 180 days after the execution of the Hoopie Mine Agreement (issued) at a fair value of $45,000;

100,000 common shares to be issued by June 29, 2008 (issued subsequent to June 30, 2008);

100,000 common shares to be issued by June 29, 2009; and

150,000 common shares to be issued by June 29, 2010.

During the period ended June 30, 2008, the Company expended $NIL (2007: $Nil) on mineral property exploration costs in relation to the Hoopie Mine Property.

The Company is currently in negotiations to settle the outstanding commitments under the Hoopie Mine Agreement.

(c)

On August 1, 2007, the Company entered into an option agreement (the “Whale Property Agreement”) to acquire a 100% interest in certain mining claims (the “Whale Property”) located in Utah, in exchange for cash and the issuance of shares of common stock as follows:

$40,000 cash to be paid upon execution of the Agreement (paid);

$40,000 cash to be paid by October 1, 2007 (outstanding);

$40,000 cash to be paid by February 1, 2008 (outstanding);

$80,000 cash to be paid by June 1, 2008 (outstanding);

$80,000 cash to be paid by June 1, 2009;

100,000 common shares to be issued upon Execution of the Agreement (issued) at a fair value of $48,500;

50,000 common shares to be issued by October 1, 2007 (issued) at a fair value of $55,500;

50,000 common shares to be issued by February 1, 2008 (issued) at a fair value of $30,000;

100,000 common shares to be issued by June 1, 2008 (issued subsequent to June 30, 2008 – Note 9) at a fair value of $43,000; and

100,000 common shares to be issued by June 1, 2009.

During the period ended June 30, 2008, the Company expended $NIL (2007: $Nil) on mineral property exploration costs in relation to the Whale Property.

The Company is currently in negotiations to settle the outstanding commitments under the Whale Property Agreement.

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

3. Mineral Properties (cont'd...)

(d)

On November 30, 2007, the Company entered into a Letter of Understanding (“LOU”) for the option to acquire a 100% interest in certain mineral claims (the “Ray Marie Property”), located in Colorado, in exchange for cash and share of common stock as follows:

- $10,000 cash to be paid upon execution of the LOU (outstanding)

- $10,000 cash to be paid 90 days after execution of the LOU (outstanding)

- $45,000 cash to be paid 180 days after execution of the LOU (outstanding)

- $80,000 cash to be paid upon the first anniversary of the LOU

- $100,000 cash to be paid upon the second anniversary of the LOU

- $130,000 cash to be paid upon the third anniversary of the LOU

- 50,000 shares of common stock to be issued 180 days after execution of the LOU (issued) at fair value of $45,000

- 100,000 shares of common stock to be issued upon the first anniversary of the LOU

- 100,000 shares of common stock to be issued upon the second anniversary of the LOU

- 150,000 shares of common stock to be issued upon the third anniversary of the LOU

The Company is currently in negotiations to settle the commitments under the Ray Marie property agreement.

(e)

On January 14, 2008, the Company entered into an option agreement (the “Wild Claims Agreement”) to acquire a 100% interest in certain mining claims (the “Wild Claims”) located in Utah, in exchange for cash and shares of common stock as follows:

$75,000 cash to be paid upon execution of the Agreement (paid);

$100,000 cash to be paid by January 15, 2009;

$100,000 cash to be paid by January 15, 2010;

100,000 shares of common stock to be issued within 45 days of the date of the Agreement (issued)

at a fair value of $43,000;

250,000 shares of common stock to be issued by January 15, 2009; and

250,000 shares of common stock to be issued by January 15, 2010.

The Company has also to expend $300,000 as work commitment on the Wild Claims within the next 24 months. The Company is also required to pay royalties between 2% to 4% on the production and sale of certain minerals found on the Wild Claims. Beginning June 1, 2010, the Company must pay a yearly minimum royalty of $300,000.

On January 15, 2008 the Company entered into a Joint Venture Agreement (the “Wild Claims JV Agreement”) with Abaddon in regards to the Wild Claims. Under the terms of the Wild Claims JV Agreement, Abaddon can earn a 60% interest in the Wild Claims in exchange for a one-time payment

to the Company of $75,000 (received) upon the date that Abaddon receives approval from the TSX-V (February 6, 2008) for the Wild Claims JV Agreement, the assumption of 60% of the Company’s

$200,000 remaining cash obligation and 60% of the annual fees to the Bureau of Land Management and the issuance of shares of common stock of Abaddon as follows:

150,000 common shares to be issued before January 15, 2009; and

150,000 common shares to be issued before January 15, 2010.

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

3. Mineral Properties (cont'd...)

(e) (cont’d…)

Abaddon is also responsible to complete a work commitment of exploration expenditures on the Wild Claims as follows:

$300,000 to commence prior to June 1, 2008; and

An additional $300,000 on or before December 31, 2008.

As at June 30, 2008, the Company received an advance of $92,342 from Abaddon to carry out the work commitments. This balance has been recorded in exploration advances.

Subsequent to June 30, 2008, Abaddon has not fulfilled its work commitment and the Company is in negotiations with Abaddon to settle the outstanding commitments under the Wild Claims JV Agreement.

(f)

On April 25, 2008, the Company entered into an option agreement to acquire a 100% interest in the Metallic and Industrial Mineral Agreements (“M&IM Agreement”) located in the province of Alberta, Canada, in exchange for cash and the issuance of shares of common stock as follows:

$50,000 cash to be paid within 10 days of execution of the agreement (paid);

$50,000 cash to be paid by June 25, 2008 (paid);

$75,000 cash to be paid by December 25, 2008;

$75,000 cash to be paid by April 25, 2009;

$50,000 cash to be paid by August 25, 2009;

100,000 common shares within 10 days of execution of the agreement (issued);

50,000 common shares to be issued by June 25, 2008 (issued);

50,000 common shares to be issued by December 25, 2008;

50,000 common shares to be issued by April 25, 2009; and

50,000 common shares to be issued by August 25, 2009.

The Company also signed a Letter of Intent (“LOI”) with a third party, Mountain Capital Inc., (the “Optionee”) to enter into an Option Agreement, where the Optionee can earn a 50% interest in the Mineral Agreements filed with the Alberta Ministry of Mining known as the Ernestina Lake property (“Ernestina”), in exchange for cash and common stock of the Optionee as follows:

$50,000 cash upon signing of the LOI (paid);

$125,000 cash and 500,000 common shares upon TSX-V approval;

$75,000 cash and equivalent value of $30,000 in shares prior to December 25, 2008;

$125,000 cash and equivalent value of $30,000 in shares prior to April 25, 2009;

$125,000 cash and equivalent value of $30,000 in shares prior to August 25, 2009;

$500,000 work commitment within 12 months including preparation of a NI43-101 report; and

Additional $1,000,000 work commitment within 24 months of granting of Exploration Permits

4. Promissory Notes

The carrying value of the promissory notes at June 30, 2008 was $319,957 (2007 - $319,957). These promissory notes are unsecured, non-interest bearing and have no specific terms for repayment. Management has determined the promissory to be repaid over a period of two years with interest rate at 20%.

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

5. Related Party Transactions

During the three months ended June 30, 2008, the Company entered into the following transactions with related parties:

(a) Incurred consulting fees of $6,704 (2007: $9,100) to officers of the Company and $41,730 ($30,000 CDN) (2007: $14,500) to the President of the Company.

(b)

As at June 30, 2008 $75,108 (March 31, 2008 - $75,108) was owing to parties related to the Company. The amount owing is unsecured, non-interest bearing and has no specific terms for repayment.

6. Common Stock

During the three months ended June 30, 2008, the Company entered into the following stock related transactions:

Issued 100,000 shares of common stock with a fair value of $0.21 per share for payment towards the Ernestina Property. The fair value of these shares, $21,000 has been recorded as acquisition costs for the Ernestina Property.

Issued 50,000 shares of common stock with a fair value of $0.38 per share for payment towards the Ernestina Property. The fair value of these shares, $19,000 has been recorded as acquisition costs for the Ernestina Property.

7. Donated Capital

Effective April 1, 2005, the Company recognizes donated services from officers of the Company for office rent, valued at $500 per month totalling $1,500 for the three months ending June 30, 2008 (2007: $1,500).

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

Supplemental Cash Flow Information


			February 15,
			2001
			(Date of
			Inception)
	Three months ended June 30,		March 31,
	2008	2007	2008
Cash paid for:
Income taxes	$ -	$ -	$ -
Interest	$ -	$ -	$ -

Non-cash transactions:
Issued 7,675,200 shares at a fair value of $38,376 for settlement of debt	-	-	38,376
Issued 100,000 shares at a fair value of $10,000 as compensation for consulting services	-	-	10,000
Issued 250,000 shares at a fair value of $272,500 as payment for the Family Butte Property	$ -	$ 272,500	$ 272,500
Cancelled 100,000 shares at a fair value of $109,000 associated with the Family Butte Property	(100,000)		(100,000)
Issued 50,000 shares at a fair value of $52,600 as payment for the Hat Property	-	52,600	52,600
Issued 250,000 shares at a fair value of $286,500 as payment for the Pinto Property	-	224,000	286,500
Issued 200,000 shares at a fair value of $134,000 as payment for the Whale Property	-	-	134,000
Issued 50,000 shares at a fair value of $45,000 as payment for the Hoopie Property	-	-	45,000
Issued 50,000 shares at a fair value of $45,000 as payment for the Ray Marie Property	-	-	45,000
Issued 140,000 shares at a fair value of $70,000 for settlement of a promissory note	-	-	70,000
Issued 200,000 shares at a fair value of $148,500 as compensation for a director	-	100,000	148,500
Issued 100,000 shares with a fair value of $100,000 to a technical consultant	-	100,000	100,000
Received 100,000 of common shares of Abaddon with a fair value of $25,000 as a mineral property option payment	-	-	(25,000)
Issued 100,000 shares at a fair value of $43,000 as payment for the Wild Acquisition	-	-	43,000
Issued 100,000 shares at a fair value of $21,000 as payment for the Ernestina Property	21,000		21,000
Issued 50,000 shares at a fair value of $19,000 as payment for the Ernestina Property	19,000		19,000

9. Subsequent events

On July 3, 2008, the Company issued 100,000 common shares in association with the Hoopie Mine Agreement. The vendor has granted the Company indefinite deferral of their outstanding cash commitments as at June 30, 2008.

UNIVERSAL POTASH CORP.

(formerly Utah Uranium Corp.)

(An exploration stage company)

NOTES TO THE FINANCIAL STATEMENTS

June 30, 2008

9. Subsequent events (cont'd...)

On July 3, 2008, the Company issued 100,000 common shares in association with the Whale Property Agreement. The vendor has granted the Company indefinite deferral of their outstanding cash commitments as at June 30, 2008.

Subsequent to the year end, Abaddon has provided notice to the Company that they will be terminating the Joint Venture agreement relating to the Wild Claims due to delays in the drilling program. The Company has yet to decide if it will continue with the application process in anticipation of entering into further joint ventures to perform the actual drilling programs.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Business Overview

We are a natural resource exploration and development company engaged in the exploration and development of properties that may contain uranium minerals in the United States. Recently, we also acquired several potash claims in Alberta, Canada. Our strategy is to acquire properties that are thought to contain economic quantities of either uranium or potash. To date, we have acquired 7,120 acres of mineral claims located in Colorado and Utah, which we intend to explore for economic deposits of uranium. We have also acquired interests in 201,216 hectares of mineral agreements located in the Province of Alberta, which we intend to explore for economic deposits of potash.

The Company is following a business plan that calls for Company representatives to research, negotiate and obtain highly prospective uranium or potash properties, following which the Company intends to enter into Joint Venture agreements to see the properties developed at a minimal cash cost to the Company.

Our principal mineral property is the Ernestina Potash project, located in Alberta, and consisting of 201,216 hectares. We plan to use our exploration data to target additional exploration properties for acquisition. Going forward in the 2009 financial year, we have plans to acquire further acres of mineral properties consisting of claim blocks located in, but not limited to, the western Canada and the United States, which include the states of Utah, Colorado, Arizona and New Mexico, with our primary focus in Utah and Colorado. Our ability to complete these acquisitions will be subject to our obtaining sufficient financing and our being able to conclude agreements with the property owners on terms acceptable to us. These potential property acquisitions have not yet been specifically identified.

As of June 30, 2008, the Company has acquired interests in seven mineral properties, summarized in the table below:


Property	Pinto (Utah)	Wild (Utah)	Whale (Utah)	Hoopie (Colorado)	Ray Marie (Colorado)	Ernestina (Alberta)

Number of claims	344	23	33	10	6	25 potash applications
Area in acres (hectares)	7,203 (2,915)	460 (186)	398 (161)	206.6 (83.6)	120 (48.6)	474,400 (192,000)
Cash Payments to Vendors to Date	$150,000	$75,000	$40,000	$20,000	$5,000	$100,000
Shares Issued to Date	200,000 shares	100,000 shares	200,000 shares	50,000 shares	50,000 shares	150,000 shares

Past Workings	Greenfields	Greenfields	Plateau Resources	Independent Miner	Independent Miner	None
Historical Exploration (# of holes)	0	0	100-125	10 +	N/A	None
Past Producing Mine(s)	No	No	No	Yes	Yes	None
Adits / Portals / Mines	0	0	Modern Portal	Modern Portal	1 mine	None
Infrastructure / Access	Access	Access	Dirt road	Dirt road	Dirt Road	Access


Proposed Work Program	20 hole - 5,000 ft drill program	10 hole drill program	Re-log old drill holes	Drill program to verify orebody	Drill program to verify orebody	$500,000 joint venture partner work program

Subsequent Events:

The Company has been attempting to permit two drilling operations, on the Wild and the Pinto projects in Utah, since January, 2008. The two drill programs are being financed through joint venture agreements with Consolidated Abaddon Resources Inc. ("Consolidated Abaddon"). To date, the Company has not been successful in obtaining those permits due to a variety of delaying factors in dealing with the Bureau of Land Management. Work has been ongoing in this respect, but the Company has recently received notice from Consolidated Abaddon that due to the lengthy nature of these delays, they no longer wish to proceed with these drill programs. The Company has yet to decide if it will continue with the application process in anticipation of entering into further joint ventures to perform the actual drilling programs.

The Company has also received an extension agreement with Ted Murer regarding the Pinto claims, whereby property payments that were due to Mr. Murer in June, 2008 (and subsequent payments that followed) have all been deferred for a period of one year.

The Company has filed two applications with the Bureau of Land Management for certain grounds located near Moab, Utah. The nature of the applications is firstly for potash leases, on ground that is classified as “Known Potash Leasing Areas”, which will result in those lands being subject to an auction process which the Company fully intends to participate in. The Bureau of Land Management does not know the specific date that the auction will be held, but have the Company listed as a participant to received advance notice of the date, once established. The Company has also applied for Potash Prospecting Permits in an area just outside the “Known Potash Leasing Areas”. These permits are issued on a first-come, first-serve basis, and the Company has been advised that the processing of those permits should be complete in late summer, early fall, 2008. The Company also applied for potash leases on grounds north of Moab controlled by the State of Utah, School and Administrative Trusts Branch. The specific grounds are currently the subject of an oil/gas exploratory lease, and as such, the existing lease takes precedent. The specific leaseholders in this situation have been contacted by the State of Utah and have formally requested they be allowed to continue their exploratory work until the spring of 2009. At that time, if the oil/gas exploratory permit is not renewed, then an auction will be held to allow the granting of potash lease permits. The State of Utah, School and Administrative Trusts Branch, has on record our application, and will notify the Company in the event an auction is to be held.

On July 3, 2008, we issued 100,000 common shares in total to the David A. Lacy and Michael B. Lacy (50,000 common shares each), the Optionors on the Whale Property. Also on July 3, 2008, we issued 100,000 common shares to Bob Shupe, the Optionor on the Hoopie Property.

On July 31, 2008, we changed our name to Universal Potash Corp., to better reflect our additional focus. Our new trading symbol is "UPCO".

Cash Requirements

We are a start-up exploration company and must raise cash to implement our business plan. The Company is in the process of acquiring and evaluating mineral properties, therefore our cash requirements over the next twelve months depend to a certain degree on acquisition opportunities, as well as discoveries on our properties. The net of joint venture payment requirements for properties that have been acquired as of June 30, 2008, for the next twelve months is $605,000.

The Company is considering a private placement for September, 2008, in order to augment the current cash balance. By implementing a private placement as such, we would be in a better position to enhance the property portfolio through additional acquisitions. In light of prices for the Uranium, the Company has negotiated with several property vendors to reduce or defer cash requirements looking forward. The Company is attempting to negotiate buy-outs of some of the Uranium properties, with the aim to complete the acquisitions of those assets deemed valuable enough to warrant keeping, while reducing future cash property payments through the issuance of shares.

The Company continues to maintain an office in Moab, Utah, for which monthly rent is $2,000 and operating expenses amount to less than $200 per month. The office is not permanently staffed at this time.

Purchase of Significant Equipment

We do not intend to make any significant equipment purchases over the next twelve months, other than spectrometers and office furnishings and computers.

Employees

Currently our only employees are our directors and officers. We do not expect any material changes in the number of employees over the next twelve months. We do and will continue to outsource contract employment as needed.

Item 3.

Quantitative and Qualitative Disclsoures About Market Risk

Not applicable

Item 4T. Controls and Procedures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over financial reporting is a process designed under the supervision of the Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

As of June 30, 2008, management assessed the effectiveness of the Company's 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 of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that the Company's management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) 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 (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the audit of our financial statements as of March 31, 2008 and communicated the matters to our management.

Management believes that the material weaknesses set forth in items (1), (2) and (3) above did not have an effect on the Company's financial results.

We are committed to improving our financial organization. As part of this commitment, we will i) create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company ii) preparing 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.

Management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) 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 (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur.

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. This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting.

Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Annual Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A.

Risk Factors

Not applicable

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Submission of Matters to a Vote of Security Holders.

None

Item 5.

Other Information.

None

Item 6.

Exhibits.

Section 302 Certification of C.E.O. and C.F.O.

Section 906 Certification

SIGNATURES

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

UNIVERSAL POTASH CORP.

Dated: August 18, 2008

Per:

/s/ Peter E. Dickie

Peter E. Dickie,

President and Director