UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-KSB


                   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended SEPTEMBER 30, 2009


          TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Commission file number 000-51700


URANIUM HUNTER CORPORATION

(Name of Small Business Issuer in Its Charter)


Nevada                                                                                                               N/A

(State or other jurisdiction                                                                                     (I.R.S. Employer of incorporation or                                                                                              Identification

organization)                                                                                                       Number)


First Canadian Place

100 King Street West, Suite 5700

Toronto, Ontario, Canada                                                                                         M5X 1K7

(Address of principal                                                                                              (Zip Code)

executive offices)


Issuer’s telephone number, including area code: (416) 915-3199


Securities registered under Section 12(b) of the Exchange Act: None


Securities registered under Section 12(g) of the Exchange Act: Common Stock ($0.001 par value)


Check whether the Issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  


Check whether the Issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months

(or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past

90 days. Yes                        No  


Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  


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


State Issuer’s revenues for its most recent fiscal year: $-0-.


As of September 30, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Issuer (7,450,000 shares) was approximately $156,450 (based upon the average bid and asked prices of the common stock on September 30, 2009). The number of shares outstanding of the common stock ($0.001 par value) of the Issuer as of the close of business on September 30, 2009 was

7,450,000.

Documents Incorporated by Reference: None




Transitional Small Business Disclosure Format: Yes                        No  




URANIUM HUNTER CORPORATION


TABLE OF CONTENTS

PART I


Page


Item 1.           Description of Business                                                                                                                                                                                 4


Item 2.           Description of Property                                                                                                                                                                                  10


Item 3.           Legal Proceedings                                                                                                                                                                                         10


Item 4.           Submission of Matters to a Vote of Security Holders                                                                                                                                10


PART II


Item 5.           Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities                      10


Item 6.           Management’s Discussion and Analysis or Plan of Operation                                                                                                                 11


Item 7.           Financial Statements                                                                                                                                                                                    14


Item 8A(T).   Controls and Procedures                                                                                                                                                                              14


PART III



Item 9.


Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16

Exchange Act


(a) of the       15


Item 10.


Executive Compensation


15


Item 11.


Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


15


Item 12.


Certain Relationships and Related Transactions, and Director Independence


15


Item 13.


Exhibits


16


Item 14.


Principal Accountant Fees and Services


17

 



Signatures



18


2




Forward-Looking Statements


This report contains  certain forward-looking  statements  and information  relating  to the Company  that are based on the beliefs  and assumptions made by the Company’s management as well as information currently available to the management.  When used in this document, the words “anticipate”, “believe”, “estimate”, and “expect” and similar expressions, are intended to identify forward-looking  statements.  Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. Should  one or more  of these risks or uncertainties  materialize,  or should  underlying  assumptions  prove  incorrect,  actual  results  may vary materially from those described herein as anticipated, believed, estimated or expected.  Certain of these risks and uncertainties are discussed in this report under the caption “Uncertainties  and Risk Factors” in Part I, Item 1 “Description  of Business”.   The Company does not intend to update these forward-looking statements.


PART I Item 1.                 Description of Business.

Introduction


Uranium Hunter Corporation, a Nevada corporation (referred to herein as the “Company”, “we”, “us” and “our”) was incorporated on

September 4, 2003 under the name Brownsville Company.


From inception until November 2006, we operated a boat launch, parking lot, marina and convenience store located in Maple Ridge, British Columbia.  In November 2006, we sold and transferred such business to Fraser River Metals Depot Inc. (“Fraser River”) pursuant to an Asset Purchase Agreement  dated November  16, 2006, pursuant to which on the same date we sold and transferred to Fraser River all of our assets relating to the Company’s boat launch, parking lot, marina and convenience store business.


On October 13, 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  The Gambaro Resources Property, which is held under the terms of a Prospecting  License issued by the government  of Tanzania,  is believed to cover sediments  of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of uranium.  See “The Gambaro Property” below.


On February  14, 2007, pursuant to a Certificate  of Amendment  to our Articles of Incorporation  filed with the State of Nevada, we changed the name of the corporation from “Brownsville Company” to “Uranium Hunter Corporation”.


On June 26, 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda.  See “The NPK Property” below.


On October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the “Karoo” Project which contains approximately  8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania. See “The Karoo Project” below.


The Gambaro Property


On October 13, 2006, we entered into an Option Agreement (the “Trimark Agreement”) with Trimark Explorations Ltd.  and its wholly- owned subsidiary, Gambaro Resources Limited (together referred to herein as “Trimark”), whereby Trimark granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania (the “Gambaro Property”).  The Gambaro Property consists of approximately 170 square kilometers in the southwestern  part  of Tanzania  which  is located  on the East  Coast  of Africa.   The  Gambaro  Property,  which  is held  under  the terms  of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of Uranium.  Under the terms of the Trimark Agreement, Trimark has granted us the sole and exclusive option to acquire up to a 100% undivided interest in and to the Gambaro Property, by making the following cash payments totaling $100,000 over a three year period: (i) $25,000 within 45 days of signing the Trimark Agreement (which has been extended up to an additional 30 days or 5 days after the issuance of an exploration and prospecting license, whichever occurs first); (ii) an additional $35,000 within two years of signing of the Trimark Agreement;   and (iii) an additional $40,000 within three years of signing of the Trimark Agreement.


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Pursuant  to  the  Trimark  Agreement,  we  must  also  complete  the  following  cumulative  exploration  expenditures  on  the  Gambaro Property totaling $1,000,000 over a 36 month period: (i) $100,000 in cumulative exploration expenditure within the first 12 months after signing the Trimark Agreement; (ii) $500,000 in cumulative exploration expenditures within 24 months of signing of the Trimark Agreement; and (iii)

$1,000,000 in cumulative exploration expenditures within 36 months of signing of the  Trimark Agreement.  If 36 months after the date of the

Trimark Agreement, we have not completed exploration expenses of $1,000,000, we may still earn our 100% interest in the Gambaro Property if we issue in favor of Trimark payments totaling up to 1,000,000 of our shares of common stock or cash of up to $1,000,000 at our sole option less the cumulative exploration expenditures already paid and/or met on the Gambaro Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period, provided, however, that the shares  shall not be valued at less than $1.00 per share.  In the event such shares are valued at less than $1.00, we may still execute this buyout using cash.


The Trimark Agreement further provides that we will act as operator during the earn-in phase of the Trimark Agreement and will be entitled  to charge  a management  fee of 15%  on all property  exploration  expenditures  and  related  head office  overhead  paid solely  out of cumulative exploration expenditures provided by us and from revenues from the operation of the Gambaro Property pursuant to the terms of the Trimark  Agreement.  Once we have earned our 100% interest in the Gambaro Property, Trimark shall be entitled to a 2% net smelter royalty which shall be reduced to 1% at our sole option upon payment to Trimark of $1,000,000.  The Trimark Agreement provides that a management committee  consisting  of two representatives  of each company  shall be formed pursuant to which we shall be responsible  for the proposal of exploration  programs  to the management  committee  and for funding in full any and all exploration  programs  approved  by the management committee in advance of the commencement of exploration.


We may terminate the Trimark Agreement at any time by giving written notice to Trimark of the termination of the Trimark Agreement and such termination shall be effective on the 15 th day after such notice is sent to Trimark.  In addition, if we fail to make any payment under the Trimark Agreement or fails to do anything on or before the last day provided for such payment or performance under the Trimark Agreement (in each or either case referred to as a “default”), Trimark  may terminate the Trimark Agreement but only if: (i) Trimark has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should we fail to comply with the foregoing, Trimark may thereafter terminate the  Trimark Agreement by notice to us.  Upon such termination, we forfeit any and all interest in the Gambaro Property and shall cease to be liable to Trimark.


During  fiscal  2007,  we performed  initial  exploration  work  on the  Gambaro  Property  consisting  of radiometric  data  interpretation performed in Toronto, Ontario.  After this was completed, some early field reconnaissance  work was performed with the assistance of a hand held scintilometer.   Once further uranium anomalies were confirmed, we commissioned  a helicopter aerial survey to be performed, which was done following the end of fiscal 2007.   Exploration expenditures during fiscal 2007 amounted to US $107,979.


During fiscal 2008, results of helicopter aerial survey were interpreted by Gap Geophysics of South Africa.  Interpretation results were used to map ground targets for a preliminary field work program headed by Gold Finders of Tanzania.


We are currently in default of certain payment obligations pursuant to the Trimark Agreement have abandoned this project.


The NPK Property


On June 26, 2007, we entered into an Option Agreement (the “NPK Agreement”) with NPK Resources Ltd. (“NPK”), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the “NPK Property”).


4




Under the terms of the NPK Agreement, NPK has granted us the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment to NPK of $25,000 US within five days of signing the NPK Agreement.  We paid $15,000 during the quarter ended June 30, 2007 and paid the balance of $10,000 in July 2007.  The Company shall also be responsible for making all necessary property payments and taxes to keep the NPK Property in good standing.  We shall maintain its 75% interest in the NPK Property after we pay the $25,000 as described above by completing the following cumulative exploration expenditures on the NPK Property totaling $150,000

US over a 36 month period: (i) $50,000 in cumulative exploration expenditure within the first 12 months after signing the NPK Agreement; (ii)

$100,000 in  cumulative  exploration  expenditures  within  24  months  of  signing  of  the  NPK  Agreement;  and  (iii)  $150,000  in  cumulative exploration expenditures within 36 months of signing of the NPK Agreement.  If 36 months after the date of the NPK Agreement, we have not completed exploration expenses of $150,000, we may still maintain our 75% interest in the NPK Property if we issue in favor of NPK payments totaling up to $150,000 in shares  of common  stock of the Company  or cash of up to $150,000  US at our sole option  less the cumulative exploration expenditures already paid and/or met on the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less than $1.00 per share.


Once we have vested and maintained our 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally in all exploration costs and payments subject to standard dilution terms.


In addition once we have earned our 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled  to convert  its 25%  ownership  of the NPK  Property  into common  stock  of the Company  at the fair market  value  for NPK’s  25% ownership of the NPK Property.  The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts.  Should NPK convert its 25% ownership into shares of common stock of the Company, then we shall own 100% of the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share.


We may terminate the NPK Agreement at any time by giving written notice to NPK of the termination of the NPK Agreement.  If we fail to make any payment (optional, discretionary or otherwise) or fails to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if: (i) NPK has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should the Company fail to comply with the foregoing, NPK may thereafter terminate the NPK Agreement by notice to the Company.  Upon the termination of the NPK Agreement, we shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK.


During the fourth quarter of fiscal 2007, we performed some early reconnaissance and mapping work on the NPK Property.  There was also some radiometric interpretation done using old data from the Ugandan Geological survey.   Exploration expenditures during fiscal 2007 amounted to US $29,600.


No subsequent exploration work was conducted on the NPK Property in fiscal 2008 and this project has been abandoned.


The Karoo Project


On October 11, 2007, we entered into a letter of intent with Pinewood  Resources  Ltd. (“Pinewood”)  to earn a 75% interest in the “Karoo”  Project  which  contains  approximately  8,600  square  kilometers  of Karoo-based  uranium  exploration  lands  located  in the Southern regions of Tanzania (the “Karoo Property”).   In fiscal 2008, Management decided not to pursue any further interest in this property.


5




Competition


We are an exploration mining stage company.  We expect to face significant competition in our business of exploration and mining, a business in which we will compete  with other mineral resource exploration  and development  companies  for financing  and for the acquisition  of new mineral properties.  Many of the mineral resource exploration and development companies with whom we will compete have greater financial and technical resources than us.  Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties.  In addition, they may be able to afford greater geological  expertise  in  the  targeting  and  exploration  of  mineral  properties.   This  competition  could  result  in  competitors  having  mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development.    This competition could adversely  impact  on  our ability to finance further exploration and to achieve the  financing  necessary  for  us  to  develop  our  mineral properties.


Patents and Trademarks


We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.


Employees


As of the date hereof, and other than the services provided by our sole officer, we do not have any full or part time employees and have no plans for retaining employees until such time as our business warrants the expense.


Uncertainties and Risk Factors


In addition to other information  and financial data set forth elsewhere in this report, the following risk factors should be considered carefully in evaluating the Company.


LACK  OF SUCCESSFUL  OPERATING  HISTORY;  NEW  BUSINESS.  We  commenced  business  in September  2003  in order  to operate a boat launch, parking lot, marina and convenience store.  Subsequent to the end of the 2006 fiscal year, and in November 2006, we sold this business.  Such business had suffered continual losses since its inception.   In October 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided  right, title and interest in and to the Gambaro Resources  Property located in Njombe and Songea districts in the Republic of Tanzania.  In June 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest  in and to the Nkoko  and Kagadi  Uranium  Properties  which contain  approximately  820 square  kilometers  located  in Kiballe District, Uganda.  As a result of this change of direction, our business focus is now exploration and mining, a business in which we have no operating history.  Due to this lack of operating history, the Company and our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. There is nothing at this time upon which to base an assumption that our exploration and mining prospects will prove successful, and there is no assurance that we will be able to operate profitably.


NEED  FOR ADDITIONAL  FINANCING.   We are in the exploration mining stage and have not yet realized  revenues  from  our planned operations.  We have incurred a net loss of $59,626 for the year ended September 30, 2009.  At September 30, 2009, we had an accumulated deficit of $1,044,193.   We have funded operations  through the issuance of capital stock.  We plan is to continue raising additional funds through future equity or debt financing until we achieve profitable operations from our mineral extraction activities.  No assurance can be given, however, that we will be able to obtain additional financing or that our mining activities will be successful.


DOUBTFUL  ABILITY  TO  CONTINUE  AS  A  GOING  CONCERN.   As  stated  above,  we  are  now  an  exploration  stage  mining company and have not realized any revenues from our operations.  We are primarily engaged in the acquisition, exploration and development of uranium mining properties in Africa.  At the present time we do not own any properties. Our financial statements  are presented on a going concern basis, which contemplates  the realization of assets and satisfaction of liabilities in the normal course of business.   We have no source for operating revenue and expect to incur significant expenses  before establishing  operating  revenue.  We have a need for equity capital and financing  for working  capital and exploration  of our properties.   Because of continuing  operating losses, negative  working capital and cash outflows from operations,  our continuance  as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operation. Our future success is dependent upon our continued ability to raise sufficient capital, not only to maintain its operating expenses, but to explore for uranium reserves. There is no guarantee that such capital will continue to be available on acceptable terms, if at all or if we will attain profitable levels of operation.


6




THE EXPLORATION  AND MINING INDUSTRY  IS HIGHLY COMPETITIVE.   We expect to face significant competition  in our business of exploration and mining, a business in which we will compete with other mineral resource exploration  and  development companies for financing and for the acquisition  of new mineral properties.    Many of the mineral resource exploration  and development  companies with whom we will compete have greater financial and technical resources than us.  Accordingly,  these competitors  may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological  expertise in the targeting  and exploration  of mineral properties.   This competition could  result  in  competitors  having  mineral  properties  of  greater  quality  and  interest  to  prospective  investors  who  may  finance  additional exploration  and  development.    This  competition  could  adversely   impact   on  our ability  to finance  further  exploration  and  to achieve  the financing  necessary  for  us  to  develop  our  mineral  properties.


WE RELY UPON KEY PERSONNEL  AND IF THEY LEAVE US, OUR BUSINESS  PLAN AND RESULTS  OF OPERATIONS COULD BE ADVERSELY AFFECTED.  We rely heavily on our Chief Executive Officer, Ghaith Qamheiah.  His experience  and  input  create the  foundation  for  our  business  and  he  is responsible for the directorship and control over our exploration activities.  We presently have a consulting agreement with Mr. Qamheiah which can be terminated by either party on 30 days prior notice.  Moving forward, should we lose the services of Mr. Qamheiah, for  any  reason,  we will incur costs associated with recruiting a replacement and delays in our operations.  If we are unable to replace him with another suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and exploration activities.


WE MAY NOT BE ABLE  TO MAKE  THE REQUIRED  PAYMENTS  UNDER  THE OPTION  AGREEMENT.    On October  13,

2006,  we entered  into  an Option  Agreement  (the “Trimark  Agreement”)  with  Trimark  Explorations  Ltd. and its wholly-owned  subsidiary, Gambaro Resources Limited, whereby we were granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  On June 26, 2007, we entered into an Option Agreement (the “NPK Agreement”) with NPK Resources Ltd. (“NPK”), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately  820 square kilometers located in Kiballe District, Uganda.  Pursuant to the Trimark Agreement and NPK Agreement,  we must make certain cash payments and we must complete certain exploration expenditures.  If we are unable to make these payments or complete such required  exploration  expenditures,  we could  lose  our  interests  in such  mining  properties.    We  are currently  in default  of certain  payment obligations pursuant to the Trimark Agreement and have now abandoned this project.


OUR    PLANNED     MINERAL     EXPLORATION     EFFORTS     ARE    HIGHLY    SPECULATIVE;    WE   HAVE   NOT   YET ESTABLISHED  ANY PROVEN OR PROBABLE RESERVES.  Mineral exploration is highly speculative.  It involves many risks and is often nonproductive.  Even if we believe we have found a valuable mineral deposit, it may be several years before production is possible. During that time, it may become no longer feasible to produce those minerals for economic, regulatory, political, or other reasons.  Additionally,  we  may be  required  to  make substantial  capital  expenditures   and  to  construct  mining  and  processing facilities.  As  a  result of these costs and uncertainties, we may be unable to start,  or  if  started,  to  finish  our  exploration  activities.   In addition, we have not to date established any proven or probable reserves on our mining properties and there can be no assurance that such reserves will ever be established.


MINING  OPERATIONS   IN  GENERAL  INVOLVE  A HIGH DEGREE OF RISK, WHICH WE MAY BE UNABLE,  OR  MAY NOT  CHOOSE  TO  INSURE  AGAINST,   MAKING   EXPLORATION   AND/OR DEVELOPMENT   ACTIVITIES   WE  MAY PURSUE SUBJECT  TO  POTENTIAL  LEGAL  LIABILITY  FOR  CERTAIN   CLAIMS.    Our operations  are subject  to all of the hazards  and  risks normally  encountered  in  the  exploration,  development  and  production  of  minerals.  These  include  unusual   and   unexpected   geological formations, rock falls, flooding and other conditions  involved in the drilling and removal of material, any of which could result  in  damage  to, or destruction of, mines and other producing facilities, damage  to  life or property, environmental damage and possible legal liability.  Although we plan to take adequate precautions to minimize these risks, and risks associated  with equipment failure or failure of retaining dams which may result in  environmental  pollution,  there  can  be  no  assurance  that even with our precautions,  damage  or  loss will not occur and that we will not be subject to liability  which will have a material adverse effect on our business, results of operation and financial condition.


7




BECAUSE    OF    THE    UNIQUE    DIFFICULTIES    AND    UNCERTAINTIES    INHERENT    IN  MINERAL   EXPLORATION VENTURES,    WE   FACE   A   HIGH   RISK   OF   BUSINESS   FAILURE.   Stockholders  should  be  aware  of  the  difficulties  normally encountered  by  new  mineral  exploration  companies  and  the  high  rate  of  failure  of  such  enterprises.   The  likelihood  of  success  must  be considered  in light  of the problems,  expenses,  difficulties,  complications  and delays  encountered  in connection  with the exploration  of the mineral properties  that we plan to undertake.   These potential problems   include,  but  are  not limited to, unanticipated  problems  relating to exploration,   and   additional   costs   and   expenses   that  may  exceed   current  estimates.   Most   exploration   projects   do  not  result   in  the discovery   of commercially   mineable   deposits.   Problems  such as unusual  or unexpected  formations  and other conditions  are involved  in mineral exploration and often result in unsuccessful exploration efforts.


BECAUSE  OF THE INHERENT  DANGERS  INVOLVED  IN MINERAL  EXPLORATION,  THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against  which we may elect not to insure.  At the present time, we have no coverage  to insure against  these hazards.  The payment  of such liabilities may result in our inability to complete our planned exploration  program and/or obtain additional  financing to fund our exploration program.


TITLE  TO  PROPERTIES  MAY  BE  AT  RISK.   Although  we  have  taken  steps  to verify  title  to the properties  on which  we are conducting exploration  and in which we have an interest, in accordance  with industry standards for the current stage of development  of such properties,  these  procedures  do not guarantee  the Company’s  title.   Property  title may  be subject  to government  licensing  requirements  or regulations, unregistered prior agreements, unregistered claims, and non compliance with regulatory and environmental requirements.


CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE IMPACTS.  The capital and credit markets have been experiencing volatility and disruption. If the current levels of market disruption and volatility continue or worsen, there can be no assurance that the Company will not experience adverse effects, which may be material. These effects may include, but are not limited to, difficulties in raising additional capital or debt and a smaller pool of investors and funding sources.  There is thus no assurance the Company will have access to the equity capital markets to obtain financing when necessary or desirable.


GENERAL   DETERIORATION   IN  ECONOMIC   CONDITIONS   MAY  HAVE  ADVERSE   IMPACTS.    The  current  economic environment  is challenging  and uncertain.   The consequences  of a prolonged  recession  may include  a lower level of economic  activity  and uncertainty regarding commodity markets.  Further, the risks associated with industries in which the Company operates become more acute in periods of a slowing economy or slow growth.


WE DO NOT INTEND TO PAY DIVIDENDS  IN THE FORESEEABLE  FUTURE.  We have never declared or paid a dividend on our common stock. We intend to retain earnings, if any, for use in the operation and expansion of our business and, therefore, do not anticipate paying any dividends in the foreseeable future.


THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE.  We currently anticipate that the market for our common stock will remain limited, sporadic, and illiquid until such time as we generate significant revenues, if ever, and that the market for our common stock will be subject to wide fluctuations in response to several factors, including, but not limited to the risk factors set forth in this report as well as the  depth  and  liquidity  of the market  for our  common  stock,  investor  perceptions  of the Company,  and  general  economic  and  similar conditions.   In addition, we believe that there are a small number of market makers that make a market in our common stock.  The actions of any of these market makers could substantially impact the volatility of the Company’s common stock.


8




OUR COMMON STOCK IS A PENNY STOCK. Our Common Stock is classified as a penny Stock, which is traded on the OTCBB. As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of the Common Stock. In addition, the “penny stock” rules adopted by the Securities and Exchange Commission subject the sale of the shares of the Common Stock to certain regulations which impose sales practice requirements on broker-dealers.   For example, broker-dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Furthermore, if the person purchasing the securities is someone other than an accredited investor or an established customer of the broker-dealer, the broker-dealer must  also  approve  the  potential  customer’s  account  by  obtaining  information  concerning  the  customer’s  financial  situation,  investment experience and investment objectives.   The broker-dealer  must also make a determination  whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commission’s rules may result in the limitation of the number of potential purchasers of the shares of the Common Stock.  In addition, the additional burdens imposed upon broker-dealers by such requirements may discourage broker- dealers from effecting transactions in the Common Stock, which could severely limit the market of the Company’s Common Stock.


LIMITATIONS  OF THE OTCBB  CAN HINDER  COMPLETION  OF TRADES.   Trades and quotations  on the OTCBB  involve  a manual process that may delay order processing. Price fluctuations during a delay can result in the failure of a limit order to execute or cause execution of a market order at a price significantly  different from the price prevailing when an order was entered.  Consequently,  one may be unable to trade in the Company’s Common Stock at optimum prices.


THE OTCBB IS VULNERABLE  TO MARKET  FRAUD.   OTCBB securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTCBB reporting requirements  are less stringent than those of the stock exchanges or NASDAQ.


INCREASED   DEALER  COMPENSATION   COULD  ADVERSELY   AFFECT  STOCK  PRICE.   OTCBB  dealers’  spreads  (the difference between the bid and ask prices) may be large, causing higher purchase prices and less sale proceeds for investors.


Except as required by the Federal Securities Law, we do not undertake any obligation to release publicly any revisions to any forward- looking statements to reflect events or circumstances after the date of this Form 10-KSB or for any other reason.


Item 2.                 Description of Property.


We currently maintain our offices at First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario, Canada M5X 1K7.


Item 3.                 Legal Proceedings.


There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.


Item 4.                 Submission of Matters to a Vote of Security Holders.


No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.


PART II


Item 5.                 Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities. Market Information

Our common stock is presently listed on the OTC Bulletin Board under the symbol “URHN”.  Prior to our name change to Uranium Hunter Corporation which occurred on February 14, 2007, we were listed under the symbol “BVLL” since July 26, 2006.  Prior thereto, we were listed under the symbol “BWVL”.  Our common stock has been listed on the OTC Bulletin Board since January 2006.   Prior to February 14,

2007, there was no active trading in our common stock.  The following table sets forth the range of high and low bid prices per share of the common stock for each of the quarters identified below as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.


Period


Year ended September 30, 2009:




High

Bid Prices




Low

Oct. 1, 2008 to Dec. 31, 2008

$0.115

 

$0.053

Jan. 1, 2009 to March 31, 2009

$0.1

 

$0.02

April 1, 2009 to June 30, 2009

$0.215

 

$0.02

July 1, 2009 to Sept. 30, 2009

$0.055

 

$0.031


Year ended September 30, 2008:


High

 


Low

Oct. 1, 2007 to Dec. 31, 2007

$1.20

 

$0.52

Jan. 1, 2008 to March 31, 2008

$0.95

 

$0.30

April 1, 2008 to June 30, 2008

$0.40

 

$0.18









July 1, 2008 to Sept. 30, 2008


Holders

$0.43

 

$0.07


As of September 30, 2009, there were approximately 8 stockholders of record of the Company’s Common Stock.   This does not reflect persons or entities that hold their stock in nominee or “street name”.


Dividends


The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors.  The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.


Recent Sales of Unregistered Securities



During the fiscal year ended September 30, 2019 there were $1,450, 000 shares of common stock issued for services rendered that have not been registered.



Equity Compensation Plan Information


As of September 30, 2009, there was no equity compensation plan in the Company.


Item 6.   Management’s Discussion and Analysis or Plan of Operation


The  following  discussion  should  be  read  in  conjunction  with  the  audited  consolidated  financial  statements  and  the  notes  thereto appearing elsewhere in this report and is qualified in its entirety by the foregoing.


Overview


Uranium Hunter Corporation, a Nevada corporation (referred to herein as the “Company”, “we”, “us” and “our”) was incorporated on September 4, 2003 under the name Brownsville  Company in order to operate a boat launch, parking lot, marina and convenience  store.   We operated such business until November 16, 2006 on which date it was sold to Fraser River Metals Depot Inc.


Subsequent to the fiscal year ended September 30, 2006, and in October 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  The Gambaro Resources Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of uranium.  All of the plans in connection with the above properties have been abandoned for lack of funding.


On February  14, 2007, pursuant to a Certificate  of Amendment  to our Articles of Incorporation  filed with the State of Nevada, we changed the name of the corporation from “Brownsville Company” to “Uranium Hunter Corporation”.


On June 26, 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately  820 square kilometers located in Kiballe  District, Uganda (the “NPK Property”).  This venture has been abandoned.


On October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the “Karoo” Project which contains approximately  8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania. See “The Karoo Project” below.


Our Mining Properties


The Gambaro Property


On October 13, 2006, we entered into an Option Agreement (the “Trimark Agreement”) with Trimark Explorations Ltd.  and its wholly- owned subsidiary, Gambaro Resources Limited (together referred to herein as “Trimark”), whereby Trimark granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania (the “Gambaro Property”).  The Gambaro Property consists of approximately 170 square kilometers in the southwestern  part  of Tanzania  which  is located  on the East  Coast  of Africa.   The  Gambaro  Property,  which  is held  under  the terms  of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of Uranium.  Under the terms of the Trimark Agreement, Trimark has granted us the sole and exclusive option to acquire up to a 100% undivided interest in and to the Gambaro Property, by making the following cash payments totaling $100,000 over a three year period: (i) $25,000 within 45 days of signing the Trimark Agreement;




(ii) an additional $35,000 within two years of signing of the Trimark Agreement;  and (iii) an additional $40,000 within three years of signing of the Trimark Agreement.


Pursuant to the Trimark Agreement, we must also complete the following cumulative exploration expenditures on the Property totaling

$1,000,000  over a 36 month period: (i) $100,000 in cumulative  exploration  expenditure  within the first 12 months after signing the Trimark Agreement; (ii) $500,000 in cumulative exploration expenditures within 24 months of signing of the Trimark Agreement; and (iii) $1,000,000 in cumulative  exploration  expenditures  within  36 months  of signing  of the Trimark  Agreement.   If 36 months  after  the date  of the  Trimark Agreement, we have not completed exploration expenses of $1,000,000, we may still earn our 100% interest in the Gambaro Property if we issue in favor of Trimark payments totaling up to 1,000,000 of our shares of common stock or cash of up to $1,000,000 at our sole option less the cumulative  exploration  expenditures  already paid and/or met on the Gambaro  Property.   The value of the shares shall be determined  as the average share price of the shares over the 30 business days of trading prior to the 36 month period, provided, however, that the shares  shall not be valued at less then $1.00 per share.  In the event such shares are valued at less then $1.00, we may still execute this buyout using cash.


The Trimark Agreement further provides that we will act as operator during the earn-in phase of the Trimark Agreement and will be entitled  to charge  a management  fee of 15%  on all property  exploration  expenditures  and  related  head office  overhead  paid solely  out of cumulative exploration expenditures provided by us and from revenues from the operation of the Gambaro Property pursuant to the terms of the Trimark Agreement.   Once we have earned our 100% interest in the Gambaro Property, Trimark shall be entitled to a 2% net smelter royalty which shall be reduced to 1% at our sole option upon payment to Trimark of $1,000,000.  The Trimark Agreement provides that a management committee  consisting  of two representatives  of each company  shall be formed pursuant to which we shall be responsible  for the proposal of exploration  programs  to the management  committee  and for funding in full any and all exploration  programs  approved  by the management committee in advance of the commencement of exploration.


We may terminate the Trimark Agreement at any time by giving written notice to Trimark of the termination of the Trimark Agreement and such termination shall be effective on the 15 th day after such notice is sent to Trimark.  In addition, if we fail to make any payment under the Trimark Agreement or fails to do anything on or before the last day provided for such payment or performance under the Trimark Agreement (in each or either case referred to as a “default”), Trimark  may terminate the Trimark Agreement but only if: (i) Trimark has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should we fail to comply with the foregoing, Trimark may thereafter terminate the Trimark Agreement by notice to us.  Upon such termination, we forfeit any and all interest in the Gambaro Property and shall cease to be liable to Trimark.


We are currently in default of certain payment obligations pursuant to the Trimark Agreement and have now abandoned this project.


The NPK Property


On June 26, 2007, we entered into an Option Agreement (the “NPK Agreement”) with NPK Resources Ltd. (“NPK”), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the “NPK Property”).


Under the terms of the NPK Agreement, NPK has granted us the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment  to NPK of  $25,000 US within five days of signing the NPK Agreement.  We paid $15,000 during the quarter ended June 30, 2007 and paid the balance of $10,000 in July 2007.  We shall also be responsible for making all necessary property payments and taxes to keep the NPK Property in good standing.  We shall maintain its 75% interest in the NPK Property after we pay the $25,000 as described above by completing the following cumulative exploration  expenditures  on the NPK Property totaling $150,000 US over a 36 month period: (i) $50,000 in cumulative  exploration  expenditure  within the first 12 months after signing the NPK Agreement;  (ii)

$100,00  in  cumulative  exploration  expenditures  within  24  months  of  signing  of  the  NPK  Agreement;  and  (iii)  $150,000  in  cumulative exploration expenditures within 36 months of signing of the NPK Agreement.  If 36 months after the date of the NPK Agreement, we have not

completed exploration expenses of $150,000, we may still maintain its 75% interest in the NPK Property if we issue in favor of NPK payments

totaling  up to $150,000  in shares  of common  stock of the Company  or cash of up to $150,000  US at our sole option  less the cumulative exploration expenditures already paid and/or met on the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less then $1.00 per share.


Once we have vested and maintained our 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally in all exploration costs and payments subject to standard dilution terms.


In addition, once we have earned its 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property into common stock of the Company at the fair market value for NPK’s 25% ownership of the NPK Property.  The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts.  Should NPK convert its 25% ownership  into shares of common stock of the Company, then we shall own 100% of the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share.


We may terminate the NPK Agreement at any time by giving written notice to NPK of the termination of the NPK Agreement.  If we fail to make any payment (optional, discretionary  or otherwise) or fail to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if: (i) NPK has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30




days following delivery of such notice, cured such default by appropriate payment or performance.  Should we fail to comply with the foregoing, NPK may thereafter terminate the NPK Agreement by notice to the Company.  Upon the termination of the NPK Agreement, we shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK.  This venture has been abandoned.


The Karoo Project


Subsequent  to the fiscal year ended September 30, 2007, and on October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the “Karoo” Project which contains approximately  8,600 square kilometers of Karoo-based  uranium exploration lands located in the Southern regions of Tanzania (the “Karoo Property”).  In fiscal 2008, Management  decided not to pursue any further interest in this property.


Results of Operations


We are now an exploration stage mining company and have not realized any revenues from such operations.  We were incorporated in September 2003 in order to operate a boat launch, parking lot, marina and convenience store.  We operated such business until November 16, 2006  on which  date  it was sold to Fraser  River  Metals  Depot  Inc.   Prior  year  figures  have been reclassified  in the balance  sheet,  income statement and the statement cash flows to reflect the operations of the boat launch and convenience store business as discontinued operations.


Our  financial  statements  are presented  on a going  concern  basis,  which  contemplates  the realization  of assets  and  satisfaction  of liabilities in the normal course of business.  There are certain conditions prevailing which cast substantial doubt as to the validity of using the going concern assumption.


Total operating expenses were $223,690 for the year ended September 30, 2009 compared to $436,446 for the year ended September 30, 2008.  Such decrease in the current year compared to the prior year was primarily due a decrease in project expenses, as result of the abandonment of all mining projects..   Cumulatively  since inception  of exploration,  we had total operating  expenses  of $1,154,452. General and administrative  expenses were $158,690 and project expenses were $65,000 for the year ended September 30, 2009 compared to general and administrative expenses were $306,461 and project expenses were $187,579 for the year ended September 30, 2008.  Cumulatively since inception of exploration, general and administrative expenses were $828,589 and project expenses were $324,446.


For the year ended September 30, 2009, we had a net loss of $59,626 compared to a net loss of $436,446 for the year ended September

30, 2008.


.Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B.


Significant Accounting Policies


Our discussion  and analysis of the Company’s  financial condition and results of operations  are based upon our financial statements which have been prepared in conformity with U.S. generally accepted accounting principles.  Our significant accounting policies are described in Note 3 to the financial statements included elsewhere herein.  The application of our critical accounting policies is particularly important to the portrayal of our financial position and results of operations.  These critical accounting policies require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  We believe the following  critical  accounting  policies  reflect  the more  significant  judgments  and  estimates  used  in the preparation  of the consolidated financial statements.


Mineral rights – We are an exploration  stage mining company and have not yet realized any revenue from our operations.   We are primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred.  Mineral property payments are capitalized only if we are able to allocate any economic value beyond proven and probable reserves.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized.   For the purpose of preparing financial information,  we are unable to allocate any economic value beyond proven and probable  reserves  and hence all property  payments  are considered  to be impaired  and accordingly  written off to project expense.   All costs  associated  with a property  that has the potential  to add to our proven  and probable  reserves  are expensed  until a final feasibility  study  demonstrating  the existence  of proven  and probable  reserves  is completed.   No costs have been capitalized  in the periods covered  by the financial  statements  included  with this report.   Once capitalized,  such costs will be amortized  using the units-of-production method over the estimated life of the probable reserve.


Mineral property acquisition costs will also be capitalized in accordance with the FASB Emerging Issues Task Force (“EITF”) Issue 04-

2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and that adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition  and budgeted exploration and development expenditures.  Mineral property payments are expensed as incurred if the criteria for capitalization is not met.


To date, mineral property exploration costs have been expensed as incurred. As of the date of the financial statements included with this report, we have incurred only property payments and exploration costs which have been expensed.  To date, we have not established any proven or probable reserves on our mineral properties.





Revenue recognition - Revenue is recognized when the metals are extracted, processed and sold.  We will record revenues from the sale of uranium or other metals when delivery to the customer has occurred, collectability is reasonably assured and title has transferred.


Stock-Based  Compensation  - All awards  granted  to employees  and non-employees  after June  30, 2005  are valued  at fair value  in accordance with the provisions of SFAS 123 (R) by using the Black-Scholes  option pricing model and recognized on a straight line basis over the service periods of each award.  We account for equity instruments issued in exchange for the receipt of goods or services from other than employees  in accordance  with SFAS No. 123 and the conclusions  reached by the Emerging  Issues Task Force (“EITF”) in Issue No. 96-18, “Accounting  for  Equity  Instruments  That  Are  Issued  to  Other  Than  Employees  for  Acquiring  or  in  Conjunction  with  Selling  Goods  or Services”.    Costs  are  measured  at the  estimated  fair  market  value  of the  consideration  received  or the estimated  fair  value  of the  equity instruments  issued,  whichever  is more  reliably  measurable.  The  value  of equity  instruments  issued  for consideration  other  than  employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF No. 96-18.  As of September 30, 2009, there were no compensation awards outstanding.


Recent Accounting Pronouncements


Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.


Item 7.                 Financial Statements.


See the Financial Statements annexed to this report.


Item 8.                 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


None


Item 8A(T).         Controls and Procedures.


Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2009, these disclosure controls and procedures were not effective to ensure that all information required to  be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods  specified  in  the  Commission’s  rule  and  forms;  and  (ii)  accumulated  and  communicated  to  our  management,  including  our  Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


There have been no changes  in  internal  control  over  financial  reporting  that  occurred  during  the  fourth  fiscal  quarter  that  have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.


Management’s Annual Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining  adequate  internal control over financial reporting.   Internal control over financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected  by our Board  of Directors,  management  and other personnel,  to provide  reasonable  assurance  regarding  the reliability  of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.


Because  of  its inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or detect  misstatements.  Even  those systems  determined  to be effective  can provide  only reasonable  assurance  with respect  to financial  statement  preparation  and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal  control over financial  reporting.  However,  these inherent  limitations  are known features  of the financial  reporting  process. Therefore, it is possible to design into the process safeguards to reduce this risk.


Our  evaluation  of internal  control  over  financial  reporting  includes  using  the COSO  framework,  an integrated  framework  for the evaluation  of internal controls issued by the Committee  of Sponsoring  Organizations  of the Treadway  Commission,  to identify the risks and control objectives related to the evaluation of our control environment.


Inherent  in  small  business  is  the  pervasive  problem  of  segregation  of  duties.  Given  that  the  Company  has  a  small  accounting department,  segregation  of  duties  cannot  be  completely  accomplished  at  this  stage  in  the  corporate  lifecycle.  Management  has  added compensating  controls  to effectively  reduce and minimize  the risk of a material  misstatement  in the Company’s  annual or interim  financial statements.


Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was not effective as of September 30, 2009.


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 requirements  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.


PART III


Item 9.                 Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act.



Set forth below are brief accounts of the business experience during the past five years of each director and executive officer of the Company and each significant employee of the Company.


Reno Calabrigo  has been the Company’s President, Chief Executive Officer, Secretary and Treasurer since March 2009, and a director  since  March  2009.   He is varied experience in real estate and public companies gained over the years.



Compliance with Section 16(a) of the Exchange Act


Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more

 than ten percent of the Company’s Common stock, to file with the Securities and Exchange Commission initial reports of ownership and

 reports of changes of ownership of Common stock of the Company.  Officers, directors and greater than ten percent stockholders are required

 by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.


Based  solely  on the Company’s  review  of such forms  received  by it, or written  representations  from  certain  of such persons,  the

Company  believes  that, with respect  to the year ended  September  30, 2009,  all Section  16(a)  filing requirements  applicable  to its

 officers directors and greater than 10% beneficial owners were complied with.


Code of Ethics


The Board of Directors  has adopted  a Code of Ethics applicable  to its senior financial  officers,  employees  and principal  executive officers,

which is designed to serve as the basis for managing the Company’s business, for meeting the Company’s duties to its stockholders, and for

 maintaining  compliance  with financial reporting requirements.  A copy of the Code of Ethics has been filed with will be provided to any

person without charge upon written request to the Company at its executive offices, First Canadian Place, 100 King Street West, Suite 5700,

Toronto, Ontario, Canada M5X 1K7.


Item 10.               Executive Compensation.


There is no executive compensation for the year ended September 30, 2009.


Item 11.               Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


The following table sets forth, as of September 30, 2009, certain information with regard to the record and beneficial ownership of the Company’s Common stock by (i) each stockholder  owning of record or beneficially  5% or more of the Company’s Common stock, (ii) each director of the Company, (iii) the Company’s Chief Executive Officer and other executive officers, if any, of the Company whose annual base salary and bonus compensation was in excess of $100,000 (the “named executive officers”), and (iv) all executive officers and directors of the Company as a group:




Name of Beneficial Owner (1)

 

Amount and Nature of Beneficial Ownership

Percent of Class

Frank Guido

 

3,000,000

40.3%

Cede & Co

 

3,000,000)

40.3%*



Item 12.               Certain Relationships and Related Transactions, and Director Independence.


None






Item 13.

Exhibits.




Incorporated by

Exhibit No.

Name of Exhibit

Reference to

3.1

Articles of incorporation

Exhibit 3.1 (1)

3.2

Amended and Restated Bylaws

Exhibit 3.1 (2)

3.3

Certificate of Change filed with the Secretary of State of Nevada on July 13, 2006 and effective on July

26, 2006

Exhibit 99.1 (3)

3.4

Certificate of Change filed with the Secretary of State of Nevada effective on February 14, 2007

Exhibit 99.1 (4)

3.5

Certificate of Amendment filed with the Secretary of State of Nevada effective on February 14, 2007

Exhibit 99.2 (4)

10.1

Asset Purchase Agreement dated March 31, 2004

Exhibit 10.1 (1)



10.2

Lease Agreement dated March 31, 2004

Exhibit 10.2 (1)

10.3

Stock Purchase Agreement dated as of April 21, 2006 by and among Xuxin Shao, Shao Hui Chen,

Brownsville Company and Adam Cegielski

Exhibit 10.1 (5)

10.4

Option Agreement between Trimark Explorations Ltd. and Gambaro Resources Limited, and Brownsville

Company

Exhibit 10.1 (6)

10.5

Asset Purchase Agreement by and between Brownsville Company and Fraser River Metals Depot Inc. dated November 16, 2006

Exhibit 10.1 (7)

10.8

Option Agreement between NPK Resources Ltd. and Uranium Hunter Corporation

Exhibit 10.1 (8)

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules

13a-14 and 15d-14 of the Exchange Act)

*

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

*

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

*


*            Filed herewith.


(1)          Filed as an exhibit to the Company’s Registration Statement on Form SB-2, filed on February 11, 2005, and incorporated by reference herein.


(2)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 3, 2007, and incorporated by reference herein. (3)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 26, 2006, and incorporated by reference herein.

(4)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on February 15, 2007, and incorporated by reference herein. (5)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on April 27, 2006, and incorporated by reference herein.

(6)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 16, 2006, and incorporated by reference herein.


(7)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 17, 2006, and incorporated by reference herein. (8)          Filed as an exhibit to the Company’s Current Report on Form 8-K filed on July 2, 2007, and incorporated by reference herein.


23




Item 14.               Principal Accountant Fees and Services.


The following is a summary of the fees billed to us by the principal accountants to the Company for professional services rendered for the fiscal years ended September 30, 2009 and September 30, 2008:


Fee Category

2009 Fees

2008 Fees

Audit Fees

$   2,000

$17,000*

Audit Related Fees

$0

$0

Tax Fees

$0

$0

All Other Fees

$0

$0


Total Fees


$   2,000


$17,000


* Includes fees paid to the previous auditor and accrued for the current auditor


Audit Fees.  Consists  of fees billed for professional   services  rendered  for the audit




of  our   financial    statements




and  review  of

interim consolidated  financial  statements  included in quarterly  reports and services that  are  normally  provided  by the principal accountants

in  connection  with  statutory  and regulatory filings or engagements.


Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.


Tax Fees.  Consists of fees billed for professional  services for tax compliance,  tax advice and tax planning.   These services include preparation of federal and state income tax returns.


All Other  Fees.  Consists of fees for product and services other than the services reported above.


Pre-Approval Policies and Procedures


Prior to engaging its accountants to perform a particular service, the Company’s Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.


24




SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


URANIUM HUNTER CORPORATION

(Registrant)





By:           /s/ Reno Calabrigo

 

                  Reno Calabrigo,

President and Chief Executive Officer


Dated:      July 2016


Pursuant to the requirements  of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:


Signature                                                              Title                                                                           Date




/s/ Reno Calabrigo

President and Chief Executive Officer

 

July 2016

Reno Calabrigo

(Principal Executive Officer)

 

 






25




URANIUM HUNTER CORPORATION (FORMERLY BROWNSVILLE COMPANY)


CONSOLIDATED  FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008 (Amounts expressed in US Dollars)

CONTENTS




Report of Independent Registered Public Accounting Firms                                                                                                                                         F-2


Consolidated Balance Sheets as of September 30, 2009 and September 30, 2008                                                                                                       F-3


Consolidated Statements of Operations and Comprehensive loss for years ended September 30, 2009 and September 30, 2008                          F-4


Consolidated Statements of Changes in Stockholders' Equity for the years ended September 30, 2009 and September 30, 2008.                         F-5


Consolidated Statements of Cash Flows for the years ended September 30, 2009 and September 30, 2008         

           F-6                                                                                                                  



Notes to Consolidated Financial Statements                                                                                                                                                                   F-7


- F- 1 -


















[





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Uranium Hunter Corporation


We  have  audited  the  accompanying  consolidated  balance  sheets  of  Uranium  Hunter  Corporation  (formerly  Brownsville  Company),  (an Exploration Stage Company) as of September 30, 2009 and the related consolidated statements of operations and comprehensive loss, cash  flows  and  stockholders’  equity  (deficiency)  for the year s  ended  September  30,  2009  .  These consolidated  financial  statements  are  the  responsibility  of  the  Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.


We conducted our audits in accordance with the 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Uranium Hunter Corporation (formerly Brownsville Company) as at September 30, 2009   and the results of its operations and its cash flows for the year s ended September  30, 2009 in conformity with United States generally accepted accounting principles.


The company  is not required  to have, nor were we engaged  to perform,  an audit of its internal  control  over financial  reporting.  Our audit included  consideration  of  internal  control  over  financial  reporting  as  a  basis  for  designing  audit  procedures  that  are  appropriate  in  the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal controls over financial reporting. Accordingly, we express no such opinion.


The accompanying  consolidated  financial  statements  have been prepared  assuming  that the Company  will continue  as a going concern.  As discussed in Note 2 to the consolidated financial statements, the Company is an exploration stage mining company and has no established source of revenues. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plan regarding these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/S/ Thayer O’Neal Company, LLC


Thayer O’Neal Company, LLC


July 22, 2016

- F- 2 -






[














URANIUM HUNTER CORPORATION

 

 

 

 

 

 

 

CONSOLIDATED BALANCE SHEETS

 

 

 

 

AS AT SEPTEMBER 30,

 

 

 

 

 

(EXPRESS IN US DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 2009

 2008

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 $                        -   

 $                   1,516

 

 

 

 

 

 

 

 

Total Current Assets

 

 

 

 

                           -   

                      1,516

 

 

 

 

 

 

 

 

PLANT AND EQUIPMENT, NET

 

 

 

                           -   

                      6,085

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

 $                        -   

 $                   7,601

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

 

 $                        -   

 $               104,508

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

 

 

                           -   

                  104,508

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

                           -   

                  104,508

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,000,000,000 common shares, authorized, par value $0.001

 

 

 

 

 - issued and fully paid, 7,450,000 (2008 - 64,320,000)

 

 

                      7,450

                    64,320

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

 

 

               1,036,743

                  823,340

 

 

 

 

 

 

 

 

ACCUMULATED DEFICIT

 

             (1,044,193)

                (984,567)

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

 

 

                           -   

                  (96,907)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 $                        -   

 $                   7,601

 

 

 

 

 

 

 

 

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









URANIUM HUNTER CORPORATION

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF OPERATIONS

 

(AMOUNTS EXPRESSED IN U.S. DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED

 

 

 

 

 

 

SEPTEMBER 30,

 

 

 

 

 

 

2009

2008

 

 

 

 

 

 

 

 

REVENUE

 

 

 

 

 

 $                        -   

 $                        -   

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

General and administrative

 

 

 

 

                  158,690

                  363,438

Project expenses

 

 

 

 

                    65,000

                    71,867

Amortization

 

 

 

 

 

                           -   

                      1,141

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

 

 

                  223,690

                  436,446

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

 

                (223,690)

                (436,446)

 

 

 

 

 

 

 

 

OTHER ITEMS

 

 

 

 

 

 

Loss on disposal of plant and equipment

 

 

 

                    (6,085)

                           -   

Gain on reduction in debt

 

 

 

 

                  170,149

                           -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                  164,064

                           -   

 

 

 

 

 

 

 

 

NET LOSS

 

 

 

 

 

 $               (59,626)

 $             (436,446)

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES

 

 

 

 

    OUTSTANDING

 

 

 

 

               1,862,500

             64,320,000

 

 

 

 

 

 

 

 

NET LOSS PER SHARE - BASIC AND DILUTED

 

 

 $                   (0.03)

 $                   (0.01)





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









URANIUM HUNTER CORPORATION

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 

 

FROM SEPTEMBER 30, 2008 TO SEPTEMBER 30, 2009

 

 

 

(AMOUNTS EXPRESSED IN U.S. DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ADDITIONAL

 

 

 

 

 

 

COMMON STOCK

PAID-IN

ACCUMULATED

 

 

 

 

 

NUMBER

AMOUNT

CAPITAL

DEFICIT

TOTALS

 

 

 

 

 

 

 

 

 

Balances - September 30, 2008

 

       64,320,000

 $           64,320

 $         823,340

 $          (984,567)

 $          (96,907)

 

 

 

 

 

 

 

 

 

Stock issued for services

 

 

         5,970,836

                5,970

            149,113

                         -   

            155,083

 

 

 

 

 

 

 

 

 

Stock issued for services

 

 

         1,450,000

                1,450

                      -   

                         -   

                1,450

 

 

 

 

 

 

 

 

 

Stock returned to treasury

 

 

      (64,290,836)

             (64,290)

              64,290

                         -   

                      -   

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

                      -   

                      -   

                      -   

               (59,626)

             (59,626)

 

 

 

 

 

 

 

 

 

Balances - September 30, 2009

 

         7,450,000

 $             7,450

 $      1,036,743

 $       (1,044,193)

 $                   -   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 











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









URANIUM HUNTER CORPORATION

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

(AMOUNTS EXPRESSED IN U.S. DOLLARS)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

YEAR ENDED

 

 

 

 

 

 

SEPTEMBER 30,

 

 

 

 

 

 

2009

2008

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

Net loss

 

 

 

 

 

 $               (59,626)

 $             (436,446)

Adjustments to reconcile net loss to net cash

 

 

 

 

 

   used in operating activities

 

 

 

 

 

 

   Depreciation

 

 

 

 

                           -   

                      1,141

   Loss on disposal of assets

 

 

 

 

                      6,085

                           -   

   Stock issued for services

 

 

 

 

                  156,533

                    85,160

   Net adjustment for discontinued operations

 

 

 

                           -   

                           -   

Changes in assets and liabilities

 

 

 

 

 

   Prepaid expenses

 

 

 

 

 

                    13,769

   Accounts payable and accrued liabilities

 

 

 

                (104,508)

                    16,728

 

 

 

 

 

 

 

 

Net cashed provided by(used in) operating activities

 

 

                    (1,516)

                (319,648)

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

  Acquisition of plant and equipment

 

 

 

                           -   

                    (3,360)

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

 

                           -   

                    (3,360)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

  Stock subscriptions received

 

 

 

 

                           -   

                    95,000

  Loan repayment from related parties

 

 

 

                           -   

                           -   

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

                           -   

                    95,000

 

 

 

 

 

 

 

 

Net Change in Cash

 

 

 

 

                    (1,516)

                (228,008)

 

 

 

 

 

 

 

 

Cash and equivalents - Beginning of Period

 

 

 

                      1,516

                  229,524

 

 

 

 

 

 

 

 

Cash and equivalents - End of Period

 

 

 

 $                        -   

 $                   1,516

 

 

 

 

 

 

 

 

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








URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009


Note 1 - Organization and Summary of Significant Accounting Policies:


Organization:


Uranium Hunter Corporation (the “Company”) was incorporated in the State of Nevada on September 4, 2003.  The Company was originally incorporated under the name Brownsville Company and changed its name to Uranium Hunter Corporation on February 1, 2007.


The consolidated financial statements include the accounts of Uranium Hunter Corporation (the “Company”) and its wholly owned subsidiary Uranium Hunter Corporation (Ontario) (Formerly Brownsville Exploration Inc.) in Canada (“BEI”). All material inter- company accounts and transactions have been eliminated.


The Company’s fiscal year end is September 30.



Basis of Presentation – Exploration Stage Mining Company:


The Company has not earned any revenues from limited principal operations.  Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”).  ASU 2014-10 suspended the requirements that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception. As such, these disclosures are omitted from these reports.


Basis of Accounting:

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.  In the opinion of management, these financials include all necessary adjustments to make them not misleading.


Cash and Cash Equivalents:


The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.









URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009


Use of Estimates:


These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.


1.

Net Loss Per Share:


Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.


2.

Other Comprehensive Income:

The Company has no material components of other comprehensive income (loss), and accordingly, net income(loss) is equal to comprehensive loss in all periods.


Fair Value of Financial Instruments:


The Company adopted the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:


Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.


Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable , and inputs derived from or corroborated by observable market data.


Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.










URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009


Foreign Exchange Translation:


The accounts of the Company are accounted for in accordance with the Statement of Financial Accounting Statements No. 52 (“SFAS 52”), “Foreign Currency Translation”.  The financial statements of the Company are translated into US dollars as follows:  assets and liabilities at year-end exchange rates; income, expenses and cash flows at average exchange rates; and shareholders’ equity at historical exchange rate.


Monetary assets and liabilities, and the related revenue, expense, gain and loss accounts, of the Company are re-measured at year-end exchange rates.  Non-monetary assets and liabilities, and the related revenue, expense, gain and loss accounts are re-measured at historical rates.  Adjustments which result from the re-measurement of the assets and liabilities of the Company are included in net income.


Stock-Based Compensation


ASC 718 “Compensation – Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired.  Transactions include incurring liabilities, or issuing or offering to issue shares, options,  and other equity instruments such as employee stock ownership plans and stock appreciation rights.  Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).  


The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non- Employees.”  Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or


(b) the equity instruments issued.  The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.  


There were share-based expenses for the year ended September 30, 2009 of $156,533.









URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009

 


Note 2 – Federal Income Taxes:


The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes.


The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”).  “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.


Deferred tax assets

Net operating loss carry-forwards

$    959,033

Valuation allowance

     (959,033)

Net deferred tax assets

$                0


At September 30, 2009, the Company had net operating loss carry forwards of approximately $959,033 for federal income tax purposes.  These carry forwards if not utilized to offset taxable income will begin to expire in 2024.


Note 3 – Going Concern


The Company’s financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.


The Company has earned limited revenue from operations in the current year ended September 30, 2009. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately to achieve profitable operations.  The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.  Management is seeking new capital to revitalize the Company.


Note 4 – Capital Stock Transactions:


During the year ended September 30, 2009, the Company issued 7,420,836 of common stock for services rendered totaling $156,533.









 URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009




Note 5 – Financial Accounting Developments:


Recently Issued Accounting Pronouncements


Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.


Note 6 – Subsequent Events


Management has evaluated subsequent events through the date the financial statements were issued. Based on our evaluation no events have occurred requiring adjustment or disclosure.



Note 7 – Commitments and Contingencies


On October 13, 2006 the Company entered into an Option Agreement with Trimark Explorations Ltd. (Trimark) and its wholly owned subsidiary, whereby Trimark granted the Company, 100% undivided right, title and interest in and to the property located in Njombe and Songea districts in the Republic of Tanzania, for $100,000 payable over three years. In addition, the Company must conduct exploration on the property of $1,000,000 over a three year time frame. If the exploration expenses are not incurred, the Company may still earn 100% interest by issuing 1,000,000 common shares, at not less than $1.00 per share, to Trimark or pay cash of up to $1,000,000.  As of September  30, 2008 the Company  had paid $25,000  to Trimark  and this payment  had been expensed as project expense. The Company was required to make the second payment relating to the acquisition cost of $100,000 prior to October 13, 2008 for which the Company is in default. The Company is now considering abandoning the property.


On June 26, 2007, Uranium Hunter Corporation (the "Company") entered into an Option Agreement (the "NPK Agreement") with NPK Resources Ltd. ("NPK"), whereby NPK granted the Company the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately  820 square kilometers located in Kiballe District, Uganda (the "NPK Property").








URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009



Note 7 – Commitments and Contingencies


Under the terms of the NPK Agreement,  NPK has granted the Company the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment to NPK of $25,000 US within five days of signing the NPK Agreement. The Company paid $15,000 during the quarter ended June 2007 and paid the balance of $10,000 in July 2007. This entire payment  of $25,000  is being expensed  as project  expense.  The Company  shall also be responsible  for making all necessary property payments and taxes to keep the NPK Property in good standing. The Company shall maintain its 75% interest in  the  NPK  Property  after  it  pays  the  $25,000  as  described  above  by  completing  the  following  cumulative  exploration expenditures  on  the  NPK  Property  totaling  $150,000  US  over  a  36  month  period:  (i)  $50,000  in  cumulative  exploration expenditure  within the first 12 months after signing the NPK Agreement;  (ii) $100,000 in cumulative  exploration  expenditures within 24 months of signing of the NPK Agreement; and (iii) $150,000 in cumulative exploration expenditures within 36 months of signing of the NPK Agreement. If 36 months after the date of the NPK Agreement, the Company has not completed exploration expenses of $150,000, the Company may still maintain its 75% interest in the NPK Property if the Company issues in favor of NPK  payments  totaling  up  to  $150,000  in  shares  of  common  stock  of  the  Company  or  cash  of  up  to  $150,000  US  at  the Company's sole option less the cumulative exploration expenditures already paid and/or met on the NPK Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less then $1.00 per share.


Once the Company has vested and maintained its 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally  in all exploration costs and payments subject to standard dilution terms.


In addition, once the Company has earned its 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property into common stock of the Company at the fair market value for NPK's 25% ownership of the NPK Property. The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts. Should NPK convert its 25% ownership into shares of common stock of the Company, then the Company shall own 100% of the NPK Property. The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share.  This project has been abandoned.








URANIUM HUNTER CORPORATION.

Notes to Consolidated Financial Statements

September 30, 2009



Note 7 – Commitments and Contingencies


The Company may terminate the NPK Agreement  at any time by giving written notice to NPK of the termination  of the NPK Agreement. If the Company fails to make any payment (optional, discretionary or otherwise) or fails to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if:


(i) NPK has first given the Company written notice of the default containing particulars of the payment which the Company has not made or the act which the Company has not performed; and (ii) the Company has not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance. Should the Company fail to comply with the foregoing, NPK may thereafter terminate the NPK Agreement by notice to the Company.


Upon the termination of the NPK Agreement, the Company shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK.  This agreement was terminated.


Effective as of May 23, 2008 the Company entered into a consulting agreement with Ghaith Qamheiah,  pursuant to which Mr. Qamheiah was retained as the Company's President, Chief Executive Officer, Secretary and Treasurer. The consulting agreement has a three-year term and can be terminated by either party by giving a 30 days written notice. Pursuant to the agreement, Mr. Qamheiah will receive a monthly consulting fee of $7,517 (CDN$8,000). d) Effective September 10, 2008 the Company executed an agreement with a consultant for providing corporate information and investor relation services. The term of this agreement is for three months and the Company is obligated to pay the consultant $5,000 per month. On November 5, 2008, the Company terminated the contract due to non performance.











EXHIBIT 31.1

CERTIFICATION



I, Reno Calabrigo, certify that:


1.           I have reviewed this annual report on Form 10-KSB of Uranium Hunter Corporation;


2.           Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.           The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and  procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  and  internal  control  over  financial  reporting  (as  defined  in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:


(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)          Evaluated  the effectiveness  of the small business  issuer’s disclosure  controls  and procedures  and presented  in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)          Disclosed  in  this  report  any  change  in  the  small  business  issuer’s  internal  control  over  financial  reporting  that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report)  that  has  materially  affected,  or  is  reasonable  likely  to  materially  affect,  the  small  business  issuer’s  internal  control  over  financial reporting; and


5.           The small business issuer’s other certifying officer(s) and I have disclosed,  based on our most recent evaluation  of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):


(a)          All significant  deficiencies  and  material  weaknesses  in the design  or operation  of internal  control  over  financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and


(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.



Dated:        July 2016                                                                                   By:      /s/ Reno Calabrigo

Reno Calabrigo,

President and Chief Executive Officer

(Principal Executive Officer)









CERTIFICATION  PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY  ACT OF 2002



In  connection  with  the  Annual  Report  of  Uranium  Hunter  Corporation  (the  “Company”)  on  Form  10-KSB  for  the  year  ended September  30, 2009, as filed with the Securities  and Exchange  Commission  (the “Report”),  the undersigned  certifies,  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge, that:


(1)          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)          The  information  contained  in  the  Report  fairly  presents,  in  all  material  respects,  the  financial  condition  and  results  of operations of the Company.


Dated:      July 2016                                                                                                     By:      /s/ Reno Calabrigo

Reno Calabrigo,

President and Chief Executive Officer

(Principal Executive Officer)