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

                                    FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                    For the fiscal year ended: July 31, 2010
                                       or

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

     For the transition period from __________________ to __________________

                        Commission file number: 000-52293

                             YELLOWCAKE MINING INC.
             (Exact name of registrant as specified in its charter)

           Nevada                                                83-0463005
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

Suite 219, 7 Ashland Road, Caldwell, New Jersey                    07006
  (Address of principal executive offices)                       (Zip Code)

        Registrant's telephone number, including area code (732) 889-1558

           Securities registered pursuant to Section 12(b) of the Act

Title of each class                    Name of each exchange on which registered
-------------------                    -----------------------------------------
       Nil                                                N/A

           Securities registered pursuant to section 12(g) of the Act

                    Common Stock, par value $0.001 per share
                                (Title of class)

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

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

Note - Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act

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

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.

     33,729,687 shares of common stock at a price of $0.035 per share for an
     aggregate market value of $1,180,539 (1)

1.   The aggregate market value of the voting stock held by non-affiliates is
     computed by reference to the last sale price as of November 12, 2010.

Note.--If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [Not Applicable] Yes [ ] No [ ]

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 55,335,576 shares of common
shares are issued and outstanding as of November 12, 2010.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not Applicable
<PAGE>
                                TABLE OF CONTENTS

PART I
ITEM 1.     BUSINESS.........................................................  1
ITEM 1A.    RISK FACTORS.....................................................  3
ITEM 1B.    UNRESOLVED STAFF COMMENTS........................................  6
ITEM 2.     PROPERTIES.......................................................  6
ITEM 3.     LEGAL PROCEEDINGS................................................  7

PART II
ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
            MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES................  7
ITEM 6.     SELECTED FINANCIAL DATA..........................................  8
ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATION.........................................  8
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK....... 15
ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................... 15
ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND FINANCIAL MATTERS............................................ 35
ITEM 9A(T). CONTROLS AND PROCEDURES.......................................... 35
ITEM 9B.    OTHER INFORMATION................................................ 37

PART III
ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE........... 37
ITEM 11.    EXECUTIVE COMPENSATION........................................... 40
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
            AND RELATED STOCKHOLDER MATTERS.................................. 43
ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
            INDEPENDENCE..................................................... 44
ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES........................... 44

PART IV
ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.......................... 45

SIGNATURES................................................................... 47

                                       ii
<PAGE>
                                     PART I

ITEM 1. BUSINESS

FORWARD-LOOKING STATEMENTS

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

Our financial statements are stated in United States dollars (US$) and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

In this annual report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "common shares" refer to
the shares of our common stock.

As used in this annual report, the terms "we", "us", "our", and "Yellowcake"
mean Yellowcake Mining Inc., unless the context clearly requires otherwise.

CORPORATE OVERVIEW AND DESCRIPTION OF OUR BUSINESS

OVERVIEW

We were incorporated in the state of Nevada on March 23, 2006 under the name
Hoopsoft Development Corp. On January 9, 2007, we entered into an agreement and
plan of merger with Yellowcake Mining Inc., a Nevada corporation and
wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole
purpose of effecting the merger. Pursuant to the terms of the agreement and plan
of merger, Yellowcake Mining Inc. merged with and into Hoopsoft Development
Corp., with Hoopsoft Development Corp. carrying on as the surviving corporation
under the name "Yellowcake Mining Inc."

Currently, we have no agreements to explore, develop or mine any properties. Due
to the downturn of the world economy, financing availability and our inability
to raise adequate financing, we have put all exploration projects on hold.

CURRENT BUSINESS

We have ceased our previous operations and are currently seeking new business
opportunities with established business entities for a merger with or
acquisition of a target business. In certain instances, a target business may
wish to become our subsidiary or may wish to contribute assets to us rather than
merge. We have not yet begun negotiations or entered into any definitive
agreements for potential new business opportunities and there can be no
assurance that we will be able to enter into any definitive agreements. Any new
acquisition or business opportunities that we may acquire will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

Management of our company believes that there are benefits to being a reporting
company with a class of securities quoted on the OTC BB. These are commonly
thought to include:

                                       1
<PAGE>
     (i)       the ability to use registered securities to acquire assets or
               businesses;
     (ii)      increased visibility in the financial community;
     (iii)     the facilitation of borrowing from financial institutions;
     (iv)      potentially improved trading efficiency;
     (v)       potential stockholder liquidity;
     (vi)      potentially greater ease in raising capital subsequent to an
               acquisition;
     (vii)     potential compensation of key employees through stock options;
     (viii)    potentially enhanced corporate image; and
     (ix)      a presence in the United States capital market.

We may seek a business opportunity with entities that have recently commenced
operations, or entities who wish to utilize the public marketplace in order to
raise additional capital in order to expand business development activities, to
develop a new product or service, or for other corporate purposes. We may
acquire assets and establish wholly-owned subsidiaries in various businesses or
acquire existing businesses as subsidiaries.

In implementing a structure for a particular business acquisition or
opportunity, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. Upon the consummation of a
transaction, it is likely that our present management will no longer be in
control of our company. In addition, it is likely that our sole director and
officer will, as part of the terms of the acquisition transaction, resign and be
replaced by one or more new officers and directors.

As of the date hereof, we have not entered into any formal written agreements
for a business combination or opportunity. When any such agreement is reached,
we intend to disclose such an agreement by filing a current report on Form 8-K
with the Securities and Exchange Commission.

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

We currently do not have a source of revenue. We have not been able to fund our
cash requirements through our current operations. Historically, we have been
able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. Further, we believe that our company may have difficulties raising
capital until we locate a prospective property through which we can pursue our
plan of operation. If we are unable to secure adequate capital to continue our
acquisition efforts, our shareholders may lose some or all of their investment
and our business may fail.

CURRENT STATUS OF EXPLORATION PROJECTS

Due to the current market price of uranium, the down-turn of the world economy,
financing availability and our inability to raise adequate financing, we have
put all of our exploration projects on hold. We will continue to monitor the
uranium market financing possibilities and other commercially feasible mining
opportunities.

COMPETITIVE BUSINESS CONDITIONS

We are, and will continue to be, an insignificant participant in the number of
companies seeking a suitable business opportunity or business combination. A
large number of established and well-financed entities, including venture
capital firms, are actively seeking suitable business opportunities or business
combinations which may also be desirable target candidates for us. Virtually all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than we do. We are, consequently, at a

                                       2
<PAGE>
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. We will also compete with
numerous other small public companies seeking suitable business opportunities or
business combinations. If we are unable to obtain a business opportunity that we
believe is in the best interests of our company, we may never recommence
operations and will go out of business.

RESEARCH AND DEVELOPMENT

To date, we have not undertaken any research and development.

EMPLOYEES

As of October 29, 2010, we do not have any employees other than our sole officer
and director, Lisa Lopomo. We do not expect any material changes in the number
of employees over the next 12 month period. We do and will continue to outsource
contract employment as needed.

SUBSIDIARIES

We do not have any subsidiaries.

INTELLECTUAL PROPERTY

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

GOVERNMENTAL APPROVAL AND EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL
REGULATIONS ON THE BUSINESS

There are currently no costs and effects of governmental approval or government
regulations.

COSTS AND EFFECT OF COMPLIANCE WITH ENVIRONMENTAL LAW

There are currently no costs and effects of compliance with environmental law.

RESIDENT AGENT

Our resident agent is the Nevada Agency and Transfer Company, located at 50 West
Liberty Street, Suite 880, Reno, Nevada 89501, Telephone (775) 322-0626, Fax
(775) 322-5623, e-mail: corpserve@natco.org.

ITEM 1A RISK FACTORS

An investment in our common stock involves a number of very significant risks.
You should carefully consider the following risks and uncertainties in addition
to other information in this annual report in evaluating our company and its
business before purchasing shares of our company's common stock. Our business,
operating results and financial condition could be seriously harmed due to any
of the following risks. You could lose all or part of your investment due to any
of these risks.

RISKS ASSOCIATED WITH OUR COMPANY

BUSINESS OPPORTUNITIES THAT WE BELIEVE ARE IN THE BEST INTERESTS OF OUR COMPANY
MAY BE SCARCE OR WE MAY BE UNABLE TO OBTAIN THE ONES THAT WE WANT. IF WE ARE
UNABLE TO OBTAIN A BUSINESS OPPORTUNITY THAT WE BELIEVE IS IN THE BEST INTERESTS
OF OUR COMPANY, WE MAY NEVER RECOMMENCE OPERATIONS AND WILL GO OUT OF BUSINESS.
IF WE GO OUT OF BUSINESS, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT IN OUR
COMPANY.

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

                                       3
<PAGE>
business combinations. If we are unable to obtain a business opportunity that we
believe is in the best interests of our company, we may never recommence
operations and will go out of business. If we go out of business, investors will
lose their entire investment in our company.

THE WORLDWIDE ECONOMIC DOWNTURN MAY REDUCE OUR ABILITY TO OBTAIN THE FINANCING
NECESSARY TO CONTINUE OUR BUSINESS AND MAY REDUCE THE NUMBER OF VIABLE
BUSINESSES THAT WE MAY WISH TO ACQUIRE. IF WE CANNOT RAISE THE FUNDS THAT WE
NEED OR FIND A SUITABLE BUSINESS TO ACQUIRE, WE WILL GO OUT OF BUSINESS AND
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT IN OUR COMPANY.

Since 2008, there has been a downturn in general worldwide economic conditions
due to many factors, including the effects of the subprime lending and general
credit market crises, slower economic activity, decreased consumer confidence,
reduced corporate profits and capital spending, adverse business conditions,
increased unemployment and liquidity concerns. In addition, these economic
effects, including the resulting recession in various countries and slowing of
the global economy, will likely result in fewer business opportunities as
companies face increased financial hardship. Tightening credit and liquidity
issues will also result in increased difficulties for our company to raise
capital for our continued operations. We may not be able to raise money through
the sale of our equity securities or through borrowing funds on terms we find
acceptable. If we cannot raise the funds that we need or find a suitable product
or business to acquire, we will go out of business. If we go out of business,
investors will lose their entire investment in our company.

WE HAVE HAD NEGATIVE CASH FLOWS FROM OPERATIONS AND IF WE ARE NOT ABLE TO OBTAIN
FURTHER FINANCING, OUR BUSINESS OPERATIONS MAY FAIL.

We had cash in the amount of $5,307 and a working capital deficit of $266,943 as
of July 31, 2010. We anticipate that we will require additional financing while
we are seeking a suitable business opportunity or business combination. Further,
we anticipate that we will not have sufficient capital to fund our ongoing
operations for the next twelve months. We may be required to raise additional
financing for a particular business combination or business opportunity. We
would likely secure any additional financing necessary through a private
placement of our common shares.

There can be no assurance that, if required, any such financing will be
available upon terms and conditions acceptable to us, if at all. Our inability
to obtain additional financing in a sufficient amount when needed, and upon
terms and conditions acceptable to us, could have a material adverse effect upon
our company. We will require further funds to finance the development of any
business opportunity that we acquire. There can be no assurance that such funds
will be available or available on terms satisfactory to us. If additional funds
are raised by issuing equity securities, further dilution to existing or future
shareholders is likely to result. If adequate funds are not available on
acceptable terms when needed, we may be required to delay, scale back or
eliminate the development of any business opportunity that we acquire.
Inadequate funding could also impair our ability to compete in the marketplace,
which may result in the dissolution of our company.

A DECLINE IN THE PRICE OF OUR COMMON SHARES COULD AFFECT OUR ABILITY TO RAISE
FURTHER WORKING CAPITAL AND ADVERSELY IMPACT OUR OPERATIONS. IF WE CANNOT RAISE
THE FUNDS THAT WE REQUIRE, WE WILL GO OUT OF BUSINESS AND INVESTORS WILL LOSE
THEIR ENTIRE INVESTMENT IN OUR COMPANY.

A prolonged decline in the price of our common shares could result in a
reduction in the liquidity of our common shares and a reduction in our ability
to raise capital. Because our operations have been primarily financed through
the sale of equity securities, a decline in the price of our common shares could
be especially detrimental to our liquidity and our continued operations. Any
reduction in our ability to raise equity capital in the future would force us to
reallocate funds from other planned uses and would have a significant negative
effect on our business plans and operations, including our ability to develop
new products and continue our current operations. If our stock price declines,
we may not be able to raise additional capital or generate funds from operations
sufficient to meet our obligations.

                                       4
<PAGE>
WE HAVE A LIMITED OPERATING HISTORY AND IF WE ARE NOT SUCCESSFUL IN CONTINUING
TO GROW OUR BUSINESS, THEN WE MAY HAVE TO SCALE BACK OR EVEN CEASE OUR ONGOING
BUSINESS OPERATIONS.

We have a limited operating history on which to base an evaluation of our
business and prospects. Our prospects must be considered in light of the risks,
uncertainties, expenses and difficulties frequently encountered by companies
seeking to acquire or establish a new business opportunity. Some of these risks
and uncertainties relate to our ability to identify, secure and complete an
acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and
uncertainties and our failure to do so could have a materially adverse effect on
our financial condition. In addition, our operating results are dependent to a
large degree upon factors outside of our control. There are no assurances that
we will be successful in addressing these risks, and failure to do so may
adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a
suitable business opportunity. Our short and long-term prospects depend upon our
ability to select and secure a suitable business opportunity. In order for us to
make a profit, we will need to successfully acquire a new business opportunity
in order to generate revenues in an amount sufficient to cover any and all
future costs and expenses in connection with any such business opportunity. Even
if we become profitable, we may not sustain or increase our profits on a
quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until we complete a business combination or acquire a
business opportunity. This may result in our company incurring a net operating
loss which will increase continuously until we complete a business combination
or acquire a business opportunity that can generate revenues that result in a
net profit to us. There is no assurance that we will identify a suitable
business opportunity or complete a business combination.

WE HAVE NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION AND WE HAVE
NO STANDARDS FOR BUSINESS COMBINATIONS. WE MAY NEVER ENTER INTO A BUSINESS
COMBINATION OR MAY ENTER INTO AN UNSUCCESSFUL BUSINESS COMBINATION, EITHER OF
WHICH WOULD LIKELY CAUSE US TO GO OUT OF BUSINESS AND OUR INVESTORS TO LOSE ALL
OF THEIR INVESTMENT IN OUR COMPANY.

We have no arrangement, agreement, or understanding with respect to acquiring a
business opportunity or engaging in a business combination with any private
entity. There can be no assurance that we will successfully identify and
evaluate suitable business opportunities or conclude a business combination.
There is no assurance that we will be able to negotiate the acquisition of a
business opportunity or a business combination on terms favorable to us. We have
not established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which we will require a target
business opportunity to have achieved, and without which we would not consider a
business combination in any form with such business opportunity. Accordingly, we
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics. We many
never enter into a Business Combination or we may enter into an unsuccessful on,
either of which would likely cause us to go out of business and our investors to
lose all of their investment in our company.

RISKS ASSOCIATED WITH OUR COMMON SHARES

TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON SHARES AND MAKE IT DIFFICULT FOR OUR
SHAREHOLDERS TO RESELL THEIR SHARES.

Our common shares are quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority (FINRA). Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
shares for reasons unrelated to operating performance. Moreover, the OTC
Bulletin Board is not a stock exchange, and trading of securities on the OTC
Bulletin Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

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<PAGE>
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

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

FINRA'S SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO
BUY AND SELL OUR STOCK.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission (see above for a discussion of penny stock rules), FINRA
rules require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment
objectives and other information. Under interpretations of these rules, FINRA
believes that there is a high probability that speculative low priced securities
will not be suitable for at least some customers. FINRA requirements make it
more difficult for broker-dealers to recommend that their customers buy our
common shares, which may limit your ability to buy and sell our stock and have
an adverse effect on the market for our shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

EXECUTIVE OFFICES

Our executive and head office is located at Suite 219, 7 Ashland Road, Caldwell,
New Jersey 07006. The premises are provided to us at no charge by our sole
director and officer.

MINERAL PROPERTIES

We do not currently own any mineral properties.

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ITEM 3. LEGAL PROCEEDINGS

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

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

Our common shares are quoted on the OTC Bulletin Board under the symbol "YCKM".
The following table shows the quarterly range of high and low bid information
for our common stock over the fiscal quarters for the last two fiscal years as
quoted on the OTC Bulletin Board. The bid prices represent quotations by dealers
without adjustments for retail mark-ups, mark-downs or commissions and may not
represent actual transactions. Investors should not rely on historical prices of
our common shares as an indication of its future price performance.

            Quarter Ended          Bid High         Bid Low
            -------------          --------         -------
            July 31, 2010            $0.035          $0.016
            April 30, 2010           $0.04           $0.024
            January 31, 2010         $0.045          $0.015
            October 31, 2009         $0.055          $0.02
            July 31, 2009            $0.06           $0.04
            April 30, 2009           $0.08           $0.04
            January 31, 2009         $0.08           $0.03
            October 31, 2008         $0.19           $0.03

TRANSFER AGENT

Our transfer agent for our common shares is Rough Stock Transfer Inc. at 5700
West Plan Parkway, Suite 100, Plano, Texas 75096. Telephone (972) 381-2782.

HOLDERS OF COMMON SHARES

As of October 29, 2010, there were 99 holders of record of our common shares. As
of such date, 55,335,576 shares were issued and outstanding.

DIVIDENDS

We have never declared or paid any cash dividends or distributions on our
capital stock. We currently intend to retain our future earnings, if any, to
support operations and to finance expansion and therefore we do not anticipate
paying any cash dividends on our common shares in the foreseeable future.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

EQUITY COMPENSATION PLAN INFORMATION

On May 10, 2007, our board of directors approved the 2007 Stock Option Plan.
Under the terms of the 2007 Plan, options to purchase up to 5,000,000 shares of
our common shares may be granted to our officers, directors, employees and
permitted consultants of our company. The 2007 Plan provides that exercise price
be:

                                       7
<PAGE>
     (i)  not less than fair market value per Common Share at the Date of Grant,
          if the Optionee is an employee;
     (ii) not be less than 110% of the fair market value per Common Share at the
          Date of Grant if the Optionee is a greater than 10% stockholder; and
     (iii) equal to the exercise price for the substituted option of the other
           corporation, if the Options are being granted in substitution for
           outstanding options of another corporation.

The following table sets forth certain information concerning all equity
compensation plans previously approved by Shareholders and all previous equity
compensation plans not previously approved by Shareholders, as of the fiscal
year ended July 31, 2010:

<TABLE>
<CAPTION>
                                                                                          Number of securities
                                                                                          remaining available
                                           Number of securities                           for future issuance
                                             to be issued upon       Weighted-average         under equity
                                                exercise of         exercise price of      compensation plans
                                           outstanding options,    outstanding options,  (excluding securities
          Plan Category                     warrants and rights    warrants and rights    reflected in column (a))
          -------------                     -------------------    -------------------    ------------------------
                                                    (a)                    (b)                    (c)
<S>                                       <C>                     <C>                  <C>
Equity Compensation Plans approved
by security holders                                   Nil                   N/A                      N/A

Equity Compensation Plans not approved
by security holders                               100,000                 $3.05                4,900,000

TOTAL                                             100,000                 $3.05                4,900,000
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED
SECURITIES

On August 20, 2009, we issued 4,037,657 shares of our common shares to three
creditors in settlement of the amounts owing by us to our creditors. The amounts
owing were approximately $208,800, of which approximately $56,000 was owed to a
consultant and $152,500 was owed to two of our directors. The consultant agreed
to convert the amount owing to 1,609,086 common shares. Subsequent to the
issuance it was discovered that the number of shares issued to the consultant
was miscalculated and the 1,609,086 shares were returned to the treasury and
1,493,237 were issued to the consultant, resulting in 3,921,808 shares being
issued instead of 4,037,657. The 1,493,237 common shares were issued to one
non-U.S. person (as that term is defined in Regulation S of the SECURITIES ACT
OF 1933, AS AMENDED) in an offshore transaction in which we relied on the
registration exemption provided for in Regulation S and/or Section 4(2) of the
SECURITIES ACT OF 1933, AS AMENDED. The directors agreed to forgive the amounts
of $67,500, which has been credited to paid-in capital, and agreed to convert
the remaining $85,000 to 2,428,571 common shares. The 2,428,571common shares
were issued to two U.S. persons pursuant to Rule 506 of Regulation D and/or
Section 4(2) of the SECURITIES ACT OF 1933, as amended.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our common shares or other securities during our
fiscal year ended July 31, 2010.

ITEM 6 SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The following discussion should be read in conjunction with our financial
statements and the related notes that appear elsewhere in this annual report.
The following discussion contains forward-looking statements that reflect our

                                       8
<PAGE>
plans, estimates and beliefs. Our actual results could differ materially from
those discussed in the forward looking statements. Factors that could cause or
contribute to such differences include those discussed below and elsewhere in
this annual report on Form 10-K.

Our audited financial statements are stated in United States Dollars and are
prepared in accordance with United States Generally Accepted Accounting
Principles.

Our assets consist of cash and cash equivalents, prepaid expenses and nominal
equipment. There can be no assurance that we will generate revenues in the
future or that we will be able to operate profitably in the future, if at all.
We have incurred net losses in each fiscal year since inception of our
operations. Our company has never declared bankruptcy, it has never been in
receivership, and it has never been involved in any legal action or proceedings.

Due to the down-turn of the world economy, financing availability and our
inability to raise adequate financing, we have put all exploration projects on
hold. We have ceased our previous operations and are currently seeking new
business opportunities with established business entities for the merger with or
acquisition of a target business. In certain instances, a target business may
wish to become our subsidiary or may wish to contribute assets to us rather than
merge. We have not yet begun negotiations or entered into any definitive
agreements for potential new business opportunities and there can be no
assurance that we will be able to enter into any definitive agreements.

RESULTS OF OPERATIONS

The following summary of our results of operations should be read in conjunction
with our audited financial statements for the year ended July 31, 2010.

REVENUES

We have not earned any revenues to date and do not anticipate earning revenues,
if ever, until such time as we enter into a new business opportunity with an
established business.

EXPENSES

Our expenses for the year ended July 31, 2010 and 2009 were as follows:

                                                       Year Ended July 31,
                                                    2010                 2009
                                                 ----------           ----------

Consulting fees                                  $   11,793           $   98,266
General and administrative                           50,896              126,209
Impairment of mineral interests                          --            1,324,417
Investor relations and communications                   756                1,129
Management fees                                     193,343              790,062
Mineral property interests                          (11,105)             308,601
Professional fees                                   100,700              212,417

                                                 ----------           ----------
TOTAL EXPENSES                                   $  346,383           $2,861,101
                                                 ==========           ==========

CONSULTING FEES AND MANAGEMENT FEES

Consulting and management fees represent fees paid for services provided by
company officers and directors as well as consultants and the fair values of
stock option expenses. The decrease in consulting fees the fiscal year ended
July 31, 2010 was due to the fact that we no longer needed the financial
consultant that was hired in August 2008. A decrease in management fee during
the year was primarily due to the departure of directors during the year,
therefore the stock options related to these individuals were forfeited and
cancelled and the related expense was not recorded since their departure date.

                                       9
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSE

General and administrative expense which includes office rent and supplies,
office services and travel, decreased by 60% in the fiscal year ended July 31,
2010 when compared to prior year due to us occupying office space that is
provided free by the director.

IMPAIRMENT OF MINERAL INTERESTS EXPENSES

We currently do not have sufficient cash on hand to continue with exploration
programs and to meet the cash payments requirement on the properties. We do not
believe that we would be able to raise the money that we require on acceptable
terms. In the fiscal year ended July 31, 2009, we recognized an impairment of
$1,324,417 in respect of one of our mineral properties. We did not recognize any
impairment in the fiscal year ended July 31, 2010.

MINERAL PROPERTY INTERESTS

During the fiscal year ended July 31, 2010, our expenses associated with mineral
property interests decreased compared to prior year because of the suspension of
exploration activities.

PROFESSIONAL FEES

Professional fees include legal, accounting and audit expenses associated with
keeping our company in good standing with regulatory authorities. In the fiscal
year ended July 31, 2010, we incurred 52% less expense for the fiscal year ended
July 31, 2009. The decrease in the periods is primarily due to the fact that we
did not have any acquisition activity during the year and therefore reduced
legal costs.

LIQUIDITY AND CAPITAL RESOURCES

Our financial condition for the12 months ended July 31, 2010 and 2009 and the
changes between those periods for the respective items are summarized as
follows:

WORKING CAPITAL

                                            July 31, 2010         July 31, 2009
                                            -------------         -------------

Current Assets                                $   5,307             $  48,020
Current Liabilities                             272,250               306,587
                                              ---------             ---------
Working Capital (deficiency)                  $(266,943)            $(258,567)
                                              =========             =========

The decrease in our working capital deficiency was primarily the result of
meeting our obligations to pay for our operating expenses during the year ended
July 31, 2010.

CASH FLOWS

                                           12 months ended       12 months ended
                                            July 31, 2010         July 31, 2009
                                            -------------         -------------

Cash flow used in operating activities        $(166,825)            $(794,002)
Cash provided by investing activities               162               174,305
                                              ---------             ---------
Cash provided by financing activities           140,214                    --
                                              ---------             ---------
Net decrease in cash                          $ (26,449)            $(619,697)
                                              =========             =========

CASH USED IN OPERATING ACTIVITIES

During the year ended July 31, 2010 we used net cash in operating activities in
the amount of $166,825 compared to $794,002 for the year ended July 31, 2009.
The cash used in the year ended July 31, 2010 is primarily represented by
mineral property expenditures, general administrative expenses such fees paid to
consultants, as well as professional fees paid in legal and audit. The decrease
is primarily the result of us not incurring any mineral property expenditures
and decreasing our stock-based compensation in the fiscal year ended July 31,
2010.

                                       10
<PAGE>
CASH USED IN INVESTING ACTIVITIES

During the year ended July 31, 2010 the net cash provided in investing
activities was $162 compared to $174,305 net cash provided for the same period
in 2009. The decrease was due to suspension of exploration activities.

CASH PROVIDED BY FINANCING ACTIVITIES

During the years ended July 31, 2010 and 2009, the net cash provided by
financing activities was $140,214 and $Nil, respectively. The increase was
primarily due to us receiving a demand loan of $125,000 in the fiscal year ended
July 31, 2010.

CASH REQUIREMENTS

We estimate our operating expenses and working capital requirements for the year
ended July 31, 2011 to be as follows:

                    Expense                             Amount
                    -------                             ------

         General and administrative                      7,500
         Investor relations and communications           1,000
         Professional fees                              35,000
                                                       -------
         TOTAL EXPENSES                                $43,500
                                                       =======

There can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
if and when it is needed, we will be forced to scale down or perhaps even cease
the operation of our business.

CURRENT STATUS OF EXPLORATION PROJECTS

Due to the current market price of uranium, the down-turn of the world economy,
financing availability and our inability to raise adequate financing, we have
put all of our exploration projects on hold. We will continue to monitor the
uranium market financing possibilities and other commercially feasible mining
opportunities.

TERMINATION OF INTERESTS

We held four lode mining claims comprising approximately 60 acres in Colorado.
However; due to the lack of funding we have allowed the claims to lapse because
of regulatory non-compliance.

TERMINATION OF LETTER OF INTENT FOR OPTION AGREEMENT - TRINITY SILVER PROJECT

On September 1, 2009 we announced the signing of a letter of intent to enter
into an Exploration Earn-in Agreement with AuEx Ventures, Inc. for the Trinity
Silver property, located in Pershing County, Nevada. The property consists of 59
unpatented mining claims and 5,040 acres of fee land, about 5,800 acres in
total. It is located about 25 miles northwest of the Rochester Silver Mine, one
of the largest silver mines in the US and about 10 miles southeast of the Seven
Troughs gold district.

The Earn-in Agreement was scheduled to be executed by November 1, 2009, but we
were unable to provide the cash payment we were required to make because of our
inability to raise financing. Due to our inability to provide the funding, the
letter of intent with AuEx Ventures Inc. was formally terminated on December 31,
2009.

OFF-BALANCE SHEET ARRANGEMENTS

There are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

                                       11
<PAGE>
GOING CONCERN

Our audited financial statements have been prepared on a going concern basis,
which implies that we will continue to realize our assets and discharge our
liabilities and commitments in the normal course of business. We have not
generated revenues since inception, have never paid any dividends and are
unlikely to pay dividends or generate earnings in the immediate or foreseeable
future. We have historically incurred losses and have incurred an accumulated
deficit of $20,346,453 as of July 31, 2010. Because of these historical losses,
we will require additional working capital to develop our business operations.
We intend to raise additional working capital through private placements, public
offerings, bank financing and/or advances from related parties or shareholder
loans.

The continuation of our company as a going concern is dependent upon the
continued financial support from its shareholders, the ability of our company to
obtain necessary equity financing to achieve our operating objectives,
confirmation of our company's interests in the underlying properties, and the
attainment of profitable operations. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current or future stockholders. Obtaining commercial loans, assuming
those loans would be available, will increase our liabilities and future cash
commitments.

There are no assurances that we will be able to either (i) achieve a level of
revenues adequate to generate sufficient cash flow from operations; or (ii)
obtain additional financing through either private placements, public offerings
and/or bank financing necessary to support our working capital requirements. To
the extent that funds generated from operations and any private placements,
public offerings and/or bank financing are insufficient, we will have to raise
additional working capital. No assurance can be given that additional financing
will be available, or if available, will be on terms acceptable to us. If
adequate working capital is not available we may not increase our operations.

Due to the uncertainty of our ability to meet our current operating expenses and
the capital expenses noted above, in their report on the annual financial
statements for the year ended July 31, 2010, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosures
describing the circumstances that lead to this disclosure by our independent
auditors.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-11,
which is included in the Codification under ASC 815. This update clarifies the
type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Only an embedded credit derivative that is related to
the subordination of one financial instrument to another qualifies for the
exemption. This guidance became effective for our interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on our financial statements.

In February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, Subsequent Events ("ASC 855"). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and became effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on our financial statements.

In January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, Fair Value Measurements and Disclosures ("ASC 820").
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and became effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on our financial statements.

FASB Accounting Standards Codification -- Effective for interim and annual
periods ending after September 15, 2009, the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting Standards Codification (ASC)
as the sole source for authoritative guidance to be applied by nongovernmental

                                       12
<PAGE>
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is referenced, but it does not have any impact on our financial position or
results of operations.

FASB Accounting Standards Codification -- Effective for interim and annual
periods ending after September 15, 2009, the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting Standards Codification (ASC)
as the sole source for authoritative guidance to be applied by nongovernmental
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is referenced, but it does not have any impact on our financial position or
results of operations

In August 2009, the FASB issued ASU No. 2009-05, "Measuring Liabilities at Fair
Value," or ASU 2009-05, which amends ASC 820 to provide clarification of a
circumstances in which a quoted price in an active market for an identical
liability is not available. A reporting entity is required to measure fair value
using one or more of the following methods: 1) a valuation technique that uses
a) the quoted price of the identical liability when traded as an asset or b)
quoted prices for similar liabilities (or similar liabilities when traded as
assets) and/or 2) a valuation technique that is consistent with the principles
of ASC 820. ASU 2009-05 also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to adjust to include inputs
relating to the existence of transfer restrictions on that liability. The
adoption of this ASU did not have an impact on our consolidated financial
statements.

In May 2009, the FASB issued ASC No. 855 "Subsequent Events". ASC No. 855
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. ASC No. 855 sets forth (1) The period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. ASC No. 855
was effective for interim or annual financial periods ending after June 15,
2009. We have evaluated subsequent events through December 21, 2009 which
represents the date on which the interim financial statements were issued.

In April 2009, the FASB issued additional disclosure requirements related to
fair values, which are included in ASC 820, "Interim Disclosures about Fair
Value of Financial Instruments." The provisions require disclosures about fair
value of financial instruments for interim reporting periods of publicly traded
companies as well as in the annual financial statements. The required
disclosures were effective for interim reporting periods ending after June 15,
2009. The adoption of the provision did not have a material impact on our
statements of financial position, results of operations and cash flows.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

BASIS OF PRESENTATION

These financial statements are presented in accordance with accounting
principles generally accepted in the United States, and are expressed in US
dollars.

USE OF ESTIMATES

The preparation of financial statements in accordance with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenue and
expenses in the reporting period. We regularly evaluate estimates and
assumptions related to deferred income tax asset valuations, asset impairment,
stock based compensation and loss contingencies. We base our estimates and
assumptions on current facts, historical experience and various other factors
that it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities and the accrual of costs and expenses that are not readily apparent
from other sources. The actual results experienced by us may differ materially
and adversely from our estimates. To the extent there are material differences
between the estimates and the actual results, future results of operations will
be affected.

                                       13
<PAGE>
BASIC AND DILUTED LOSS PER SHARE

We compute our net loss per share in accordance with FASB ASC 260-10-45 ("ASC
260-10-45", formerly referred to as SFAS No. 128), "Earnings per Share". ASC
260-10-45 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common stockholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method. In computing Diluted EPS, the average
stock price for the period is used in determining the number of shares assumed
to be purchased from the exercise of stock options or warrants. For the year
ended July 31, 2010, potentially dilutive common shares relating to options and
warrants outstanding totalling 100,000 (2009 - 1,600,000) were not included in
the computation of loss per share because the effect was anti-dilutive.

MINERAL RIGHTS AND MINERAL PROPERTY INTERESTS

Mineral rights includes the cost of advance minimum royalty payments, the cost
of capitalized property leases, and the cost of property acquired either by cash
payment, the issuance of term debt or common shares. Expenditures for
exploration on specific properties with no proven reserves are written off as
incurred. Mineral rights will be amortized against future revenues or charged to
operations at the time the related property is determined to have impairment in
value.

We also consider the provisions of EITF 04-02 "Whether Mineral Rights are
Tangible or Intangible Assets" which concluded that mineral rights are tangible
assets.

ASSET RETIREMENT OBLIGATIONS

We record the fair value of the liability for closure and removal costs
associated with the legal obligations upon retirement or removal of any tangible
long-lived assets in accordance with FASB ASC 410 ("ASC 410", formerly referred
to as SFAS No. 143), "Accounting for Asset Retirement Obligations". The initial
recognition of any liability will be capitalized as part of the asset cost and
depreciated over its estimated useful life. At July 31, 2010 and 2009, we have
not accrued any asset retirement obligations.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets are continually reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. Recoverability of assets to be held and used is measured by a
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. During the year ended
July 31, 2010, we recognized an impairment of nil in respect of one of our
mineral properties (2009 - $1,324,417).

FOREIGN CURRENCY TRANSLATION

Our functional and reporting currency is the United States dollar. Monetary
assets and liabilities denominated in foreign currencies are translated in
accordance with FASB ASC 830 ("ASC 830", formerly referred to as SFAS No. 52),
"Foreign Currency Translation", using the exchange rate prevailing at the
balance sheet date. Gains and losses arising on settlement of foreign currency
denominated transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in Canadian
dollars. We have not, to the date of our financials statements, entered into
derivative instruments to offset the impact of foreign currency fluctuations.

INCOME TAXES

We follow the asset and liability method of accounting for income taxes whereby
deferred tax assets and liabilities are recognized for the future tax
consequences of differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. If it is
determined that the realization of the future tax benefit is not more likely
than not, we established a valuation allowance. On August 1, 2007, we adopted

                                       14
<PAGE>
FASB ASC 740 ("ASC 740", formerly referred to as FIN 48), regarding accounting
for uncertainty in tax positions. We remain subject to examination of income tax
filings in the United States and various state jurisdictions for periods since
its inception in 2006. We have also determined that we are subject to
examination in Canada for all prior periods due to our continued loss position
in such jurisdictions. Material tax positions were examined under the
more-likely-than-not guidance provided by ASC 740. If interest and penalties
were to be assessed, we would charge interest to interest expense, and penalties
to general and administrative expense.

As a result of the ASC 740 assessment, we concluded that it has not taken any
uncertain tax positions on any of its open tax returns that would materially
distort our financial statements. There was no material cumulative effect of
adopting ASC 740 on our financial statements as of August 1, 2007.

STOCK-BASED COMPENSATION

We records stock-based compensation in accordance with FASB ASC 718 ("ASC 718",
formerly referred to as SFAS No. 123R), "Accounting for Stock-based
Compensation", and applied the recommendations of this standard using the
modified prospective method. Under this application, we are required to record
compensation expense, based on the fair value of the awards, for all awards
granted after the date of the adoption and for the unvested portion of
previously granted awards that remain outstanding as at the date of adoption.
Prior to the adoption of ASC 718, we did not issue any compensation awards.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not anticipate the purchase or sale of any plant or significant equipment
during the next 12 months.

PERSONNEL PLAN

We do not anticipate any significant changes in the number of employees during
the next 12 months.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                               TABLE OF CONTENTS

Report of Independent Registered Public Accounting firms         F-1
Balance Sheets                                                   F-3
Statements of Operations                                         F-4
Statements of Changes in Stockholders' Deficiency                F-5
Statements of Cash Flows                                         F-6
Notes to the Financial Statements                                F-7

                                       15
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors of and Shareholders' of
Yellowcake Mining Inc.

We have audited the accompanying balance sheet of Yellowcake Mining Inc. ("the
Company") an exploration stage company, as of July 31, 2010 and the related
statements of operations, changes in stockholders' deficiency, and cash flows
for the year ended July 31, 2010 and the period from March 23, 2006 (inception)
to July 31, 2010. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 control over financial
reporting. 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 audit provide a reasonable basis for our opinion.

In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of July 31, 2010 and the
results of its operations and its cash flows for the year ended July 31, 2010
and the period from March 23, 2006 (inception) to July 31, 2010, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company
has incurred significant losses from operations since its inception and has a
working capital deficiency. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Bernstein & Pinchuk LLP
-----------------------------------
New York, New York
October 22, 2010

                                      F-1
<PAGE>
BDO            Tel: 604 688 5421                     BDO Canada LLP
               Fax: 604 688 5132                     600 Cathedral Place
               WWW.BDO.CA                            925 West Georgia Street
                                                     Vancouver BC V6C 3L2 Canada


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Directors and Stockholders of
Yellowcake Mining Inc.
(An Exploration Stage Company)

We have audited the  accompanying  balance sheet of  Yellowcake  Mining Inc. (An
Exploration  Stage Company) as of July 31, 2009,  and the related  statements of
operations, cash flows and changes in stockholders' deficiency for the year then
ended.  These  financial  statements  are the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  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 control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  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 presentation of the financial statements. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  based on our audit, the financial  statements referred to above
present fairly, in all material  respects,  the financial position of Yellowcake
Mining Inc. at July 31,  2009,  and the results of its  operations  and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company had an accumulated deficit of $19,994,488 at
July 31,  2009 and  incurred a net loss for the year then  ended of  $2,856,327.
These conditions raise substantial doubt about the Company's ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/ BDO Canada LLP
--------------------------------
Chartered Accountants
Vancouver, Canada
October 28, 2009


                                      F-2
<PAGE>
                             YELLOWCAKE MINING INC.
                         (An Exploration Stage Company)
                                 BALANCE SHEETS
                            (Expressed in US dollars)

<TABLE>
<CAPTION>
                                                                         July 31, 2010          July 31, 2009
                                                                         -------------          -------------
<S>                                                                      <C>                    <C>
                                  ASSETS

CURRENT ASSETS
  Cash                                                                   $      5,307           $     31,756
  Prepaid expenses                                                                 --                 16,264
                                                                         ------------           ------------
      Total current assets                                                      5,307                 48,020

Office equipment                                                                  647                    809
Reclamation bonds                                                              62,400                 62,400
                                                                         ------------           ------------

TOTAL ASSETS                                                             $     68,354           $    111,229
                                                                         ------------           ------------

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                               $    132,036           $    306,587
  Demand loan payable                                                         125,000                     --
  Related party advances                                                       15,214                     --
                                                                         ------------           ------------
      TOTAL CURRENT LIABILITIES                                               272,250                306,587
                                                                         ------------           ------------

STOCKHOLDERS' DEFICIENCY
  Common stock, 750,000,000 shares authorized with a par value of
   $0.001 (issued: July 31, 2010 - 55,335,576 and 2009 - 51,413,768)           55,336                 51,414
  Additional paid-in capital                                               20,087,221             19,747,716
  Deficit accumulated during the exploration stage                        (20,346,453)           (19,994,488)
                                                                         ------------           ------------
      Total stockholders' deficiency                                         (203,896)              (195,358)
                                                                         ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                           $     68,354           $    111,229
                                                                         ============           ============
</TABLE>


See notes to financial statements

                                      F-3
<PAGE>
                             YELLOWCAKE MINING INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                            (Expressed in US dollars)

<TABLE>
<CAPTION>
                                                                                                  Inception
                                                    Year Ended             Year Ended         (March 23, 2006) to
                                                   July 31, 2010          July 31, 2009          July 31, 2010
                                                   -------------          -------------          -------------
<S>                                                <C>                    <C>                    <C>
OPERATING EXPENSES:
  Consulting fees                                  $     11,793           $     98,266           $    485,011
  General and administrative                             50,896                126,209                348,142
  Impairment of mineral interests                            --              1,324,417             11,681,559
  Investor relations and communication                      756                  1,129                209,633
  Management fees                                       193,343                790,062              4,105,560
  Mineral property expenditures                         (11,105)               308,601              2,087,233
  Financing costs                                            --                     --                709,200
  Professional fees                                     100,700                212,417                854,412
                                                   ------------           ------------           ------------
OPERATING LOSS                                         (346,383)            (2,861,101)           (20,480,750)

OTHER INCOME (EXPENSE)
  Interest income                                            --                  4,774                139,879
  Interest expense                                       (5,582)                    --                 (5,582)
                                                   ------------           ------------           ------------

Loss before income tax expense                         (351,965)            (2,856,327)           (20,346,453)

Provision for income taxes                                   --                     --                     --
                                                   ------------           ------------           ------------

NET LOSS                                           $   (351,965)          $ (2,856,327)          $(20,346,453)
                                                   ============           ============           ============

BASIC AND DILUTED LOSS PER SHARE                   $      (0.01)          $      (0.06)
                                                   ============           ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
 BASIC AND DILUTED                                   55,120,682             51,413,768
                                                   ============           ============
</TABLE>


See notes to financial statements

                                      F-4
<PAGE>
                             YELLOWCAKE MINING INC.
                         (An Exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                            (Expressed in US dollars)

<TABLE>
<CAPTION>
                                                                                                         Inception
                                                                  Year Ended         Year Ended      (March 23, 2006) to
                                                                 July 31, 2010      July 31, 2009       July 31, 2010
                                                                 -------------      -------------       -------------
<S>                                                              <C>                <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                                       $   (351,965)      $ (2,856,327)       $(20,346,453)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Stock-based compensation                                         138,664            540,722           3,837,933
     Write off of mineral interests                                        --          1,324,417          11,681,559
     Net changes in operating assets and liabilities:
     Receivables                                                           --             65,000                  --
     Prepaid expenses                                                  16,264             (9,220)                 --
     Accounts payable and accrued liabilities                          30,212            141,406             336,799
                                                                 ------------       ------------        ------------
          Net cash used in operating activities                      (166,825)          (794,002)         (4,490,162)
                                                                 ------------       ------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of capital stock                                  --                 --           5,707,495
  Proceeds from demand loan                                           125,000                 --             125,000
  Related party advances                                               15,214                 --              15,214
                                                                 ------------       ------------        ------------
          Net cash provided by financing activities                   140,214                 --           5,847,709
                                                                 ------------       ------------        ------------
CASH FLOWS FROM INVESTING ACTIVITIES
  (Acquisition) disposal of office equipment                              162               (809)               (647)
  Exploration advances                                                     --            107,114                  --
  Reclamation bond                                                         --             68,000             (62,400)
  Acquisition of mineral rights                                            --                 --          (1,289,193)
                                                                 ------------       ------------        ------------
          Net cash provided by (used in) investing activities             162            174,305          (1,352,240)
                                                                 ------------       ------------        ------------

CHANGE IN CASH, DURING THE PERIOD                                     (26,449)          (619,697)              5,307

CASH, BEGINNING OF PERIOD                                              31,756            651,453                  --
                                                                 ------------       ------------        ------------

CASH, END OF PERIOD                                              $      5,307       $     31,756        $      5,307
                                                                 ============       ============        ============

CASH PAID FOR INTEREST DURING THE PERIOD                         $         --       $         --
                                                                 ============       ============

CASH PAID FOR INCOME TAXES DURING THE PERIOD                     $         --       $         --
                                                                 ============       ============
</TABLE>


Supplemental Disclosure with respect to Cash Flows (Note 7)

See notes to financial statements

                                      F-5
<PAGE>
                             YELLOWCAKE MINING INC.
                         (An Exploration Stage Company)
                STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
    For the Period from March 23, 2006 (Date of Inception) to July 31, 2010
                            (Expressed in US dollars)

<TABLE>
<CAPTION>
                                                                                        Deficit           Total
                                                                                      Accumulated      Stockholders'
                                                                    Additional         during the         Equity
                                     Number of                        Paid-in         Exploration        (Capital
                                   common shares     Par Value        Capital            Stage            Deficit)
                                   -------------     ---------        -------            -----            --------
<S>                              <C>                <C>           <C>                <C>                <C>
BALANCE, MARCH 23, 2006
 (DATE OF INCEPTION)                         --      $     --      $         --      $         --       $        --
Shares issued:
  Initial capitalization             60,000,000        60,000           (58,000)               --             2,000
  Private placement                  31,800,000        31,800            21,200                --            53,000
Net loss for the period                      --            --                --            (9,134)           (9,134)
                                     ----------      --------      ------------      ------------       -----------

BALANCE, JULY 31, 2006               91,800,000        91,800           (36,800)           (9,134)           45,866
Shares issued:
  Private placements                  6,131,625         6,132         5,903,868                --         5,910,000
  Acquisition of mineral rights       9,000,000         9,000        10,148,143                --        10,157,143
Shares returned to treasury          56,000,000)      (56,000)           56,000                --                --
Share issue costs                            --            --          (257,505)               --          (257,505)
Stock-based compensation                     --            --         2,370,719                --         2,370,719
Net loss for the year                        --            --                --        (4,121,534)       (4,121,534)
                                     ----------      --------      ------------      ------------       -----------
BALANCE, JULY 31, 2007               50,931,625        50,932        18,184,425        (4,130,668)       14,104,689
  Shares issued:
  Acquisition of mineral rights         482,143           482           234,741                --           235,223
  Stock-based compensation                   --            --           787,828                --           787,828
  Net loss for the year                      --            --                --       (13,007,493)       13,007,493)
                                     ----------      --------      ------------      ------------       -----------

BALANCE, JULY 31, 2008               51,413,768        51,414        19,206,994       (17,138,161)        2,120,247

Stock-based compensation                     --            --           540,722                --           540,722
Net loss for the year                        --            --                --        (2,856,327)       (2,856,327)
                                     ----------      --------      ------------      ------------       -----------
BALANCE, JULY 31, 2009               51,413,768        51,414        19,747,716       (19,994,488)         (195,358)
Shares issued for debt                3,921,808         3,922           200,841                --           204,763
Stock-based compensation                138,664            --           138,664
Net loss for the year                        --            --                --          (351,965)         (351,965)
                                     ----------      --------      ------------      ------------       -----------

BALANCE, JULY 31, 2010               55,335,576      $ 55,336      $ 20,087,221      $(20,346,453)      $  (203,896)
                                     ==========      ========      ============      ============       ===========
</TABLE>

See notes to financial statements

                                      F-6
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


1. NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

The Company was  incorporated in the State of Nevada on March 23, 2006 under the
name Hoopsoft  Development  Corp. The Company entered into an agreement and plan
of merger (the "Merger  Agreement") dated January 9, 2007 with Yellowcake Mining
Inc., a Nevada corporation and wholly-owned  subsidiary of Hoopsoft  Development
Corp.,  incorporated  for the sole purpose of effecting the merger.  Pursuant to
the terms of the Merger  Agreement,  Yellowcake Mining Inc. merged with and into
Hoopsoft  Development Corp., with Hoopsoft  Development Corp. carrying on as the
surviving  corporation under the name "Yellowcake Mining Inc." The Company is an
Exploration  Stage  Company,  as  defined by FASB ASC 915 ("ASC  915",  formerly
referred to as Statement of Financial  Accounting  Standards No. 7), "ACCOUNTING
AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES".

Initial  operations  included  capital  formation,  organization,  target market
identification   and  marketing  plans.   Management  was  planning  to  develop
downloadable videos and a website for educational and instructional use by young
teens.  In  January,  2007 the Company  changed its primary  business to that of
mineral  exploration in Wyoming and Texas, USA (Note 3). Currently,  the Company
has no agreements to explore, develop or mine any properties.

These financial  statements  have been prepared on a going concern basis,  which
assumes  the Company  will  continue  to realize  its assets and  discharge  its
liabilities  and  commitments  in the normal  course of  business  however,  the
Company has not generated  revenues and has  accumulated  losses of  $20,346,453
since  inception  and its  current  liabilities  exceed  its  current  assets by
approximately $267,000, and is unlikely to generate earnings in the immediate or
foreseeable  future.  The  continuation  of the  Company  as a going  concern is
dependent  upon the  continued  financial  support  from its  shareholders,  the
ability of the  Company to obtain  necessary  equity  financing  to achieve  its
operating objectives,  confirmation of the Company's interests in the underlying
properties  and the  attainment  of  profitable  operations.  Management  cannot
provide  assurances that such plans will occur.  These factors raise substantial
doubt  regarding the  Company's  ability to continue as a going  concern.  These
financial  statements do not include any adjustments to the  recoverability  and
classification of recorded asset amounts and  classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

These   financial   statements  are  presented  in  accordance  with  accounting
principles  generally  accepted in the United  States,  and are  expressed in US
dollars.

USE OF ESTIMATES

The  preparation  of  financial  statements  in  accordance  with United  States
generally accepted  accounting  principles requires management to make estimates
and  assumptions  that affect the reported  amounts of assets and liabilities at
the date of the  financial  statements  and the reported  amounts of revenue and
expenses in the reporting period. The Company regularly  evaluates estimates and
assumptions  related to deferred income tax asset valuations,  asset impairment,
stock based compensation and loss contingencies. The Company bases its estimates
and  assumptions  on current  facts,  historical  experience  and various  other
factors that it believes to be reasonable under the  circumstances,  the results
of which form the basis for making judgments about the carrying values of assets
and  liabilities  and the  accrual of costs and  expenses  that are not  readily
apparent from other sources.  The actual results  experienced by the Company may
differ  materially  and adversely  from the Company's  estimates.  To the extent
there are material  differences  between the estimates  and the actual  results,
future results of operations will be affected.

                                      F-7
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

BASIC AND DILUTED LOSS PER SHARE

The  Company  computes  its net  loss  per  share in  accordance  with  FASB ASC
260-10-45 ("ASC 260-10-45", formerly referred to as SFAS No. 128), "EARNINGS PER
SHARE". ASC 260-10-45  requires  presentation of both basic and diluted earnings
per share  (EPS) on the face of the income  statement.  Basic EPS is computed by
dividing net income (loss) available to common  stockholders  (numerator) by the
weighted average number of shares outstanding  (denominator)  during the period.
Diluted EPS gives effect to all dilutive  potential  common  shares  outstanding
during the period using the treasury stock method. In computing Diluted EPS, the
average stock price for the period is used in  determining  the number of shares
assumed to be purchased from the exercise of stock options or warrants.  For the
year ended July 31, 2010, potentially dilutive common shares relating to options
and warrants outstanding  totalling 100,000 (2009 - 1,600,000) were not included
in the computation of loss per share because the effect was anti-dilutive.

MINERAL RIGHTS AND MINERAL PROPERTY INTERESTS

Mineral rights includes the cost of advancing minimum royalty payments, the cost
of capitalized property leases, and the cost of property acquired either by cash
payment,  the  issuance  of  term  debt  or  common  shares.   Expenditures  for
exploration on specific  properties  with no proven  reserves are written off as
incurred. Mineral rights will be amortized against future revenues or charged to
operations at the time the related  property is determined to have impairment in
value.

The Company also considers the provisions of EITF 04-02 "Whether  Mineral Rights
are Tangible or  Intangible  Assets"  which  concluded  that mineral  rights are
tangible assets.

ASSET RETIREMENT OBLIGATIONS

The  Company  records  the fair value of the  liability  for closure and removal
costs  associated with the legal  obligations  upon retirement or removal of any
tangible  long-lived assets in accordance with FASB ASC 410 ("ASC 410", formerly
referred to as SFAS No. 143), "Accounting for Asset Retirement Obligations". The
initial  recognition  of any liability  will be capitalized as part of the asset
cost and  depreciated  over its  estimated  useful life.  At July 31, 2009,  the
Company has not accrued any asset retirement obligations.

IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived  assets are  continually  reviewed for impairment  whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison of the carrying  amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets exceeds the fair value of the assets. During the year ended
July 31, 2010,  the Company  recognized  no  impairment in respect of one of its
mineral  properties.  In the year ended July 31,  2009,  an  impairment  loss of
$1,324,417 was recorded.

FOREIGN CURRENCY TRANSLATION

The Company's  functional  and reporting  currency is the United States  dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in  accordance  with FASB ASC 830 ("ASC 830",  formerly  referred to as SFAS No.
52), "FOREIGN CURRENCY  TRANSLATION",  using the exchange rate prevailing at the
balance sheet date.  Gains and losses arising on settlement of foreign  currency
denominated  transactions  or  balances  are  included in the  determination  of
income.  Foreign  currency  transactions  are  primarily  undertaken in Canadian
dollars.  The  Company  has not,  to the date of  these  financials  statements,
entered into  derivative  instruments  to offset the impact of foreign  currency
fluctuations.

INCOME TAXES

The Company  follows the asset and  liability  method of  accounting  for income
taxes whereby  deferred tax assets and liabilities are recognized for the future
tax consequences of differences between the financial statement carrying amounts
of existing  assets and  liabilities  and their  respective tax bases.  If it is
determined  that the  realization  of the future tax  benefit is not more likely
than not, the Company establishes a valuation allowance.

                                      F-8
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

On August 1,  2007,  the  Company  adopted  FASB ASC 740  ("ASC  740",  formerly
referred to as FIN 48),  regarding  accounting for uncertainty in tax positions.
The Company  remains  subject to examination of income tax filings in the United
States and various state  jurisdictions for periods since its inception in 2006.
The Company has also  determined that it is subject to examination in Canada for
all  prior  periods  due  to the  Company's  continued  loss  position  in  such
jurisdictions.    Material   tax    positions    were    examined    under   the
more-likely-than-not  guidance  provided by ASC 740. In the unlikely  event that
interest and penalties were to be assessed, the Company would charge interest to
interest expense, and penalties to general and administrative expense.

As a result of the ASC 740  assessment,  the Company  concluded  that it has not
taken any  uncertain  tax  positions  on any of its open tax returns  that would
materially  distort the Company's  financial  statements.  There was no material
cumulative effect of adopting ASC 740 on the Company's  financial  statements as
of August 1, 2007.

STOCK-BASED COMPENSATION

The Company  records  stock-based  compensation  in accordance with FASB ASC 718
("ASC 718", formerly referred to as SFAS No. 123R),  "Accounting for Stock-based
Compensation",  and  applied  the  recommendations  of this  standard  using the
modified prospective method. Under this application,  the Company is required to
record  compensation  expense,  based on the fair value of the  awards,  for all
awards  granted  after the date of the adoption and for the unvested  portion of
previously  granted  awards that remain  outstanding as at the date of adoption.
Prior to the  adoption of ASC 718,  the  Company did not issue any  compensation
awards.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB issued Accounting  Standards Update ("ASU") No. 2010-11,
which is included in the  Codification  under ASC 815. This update clarifies the
type of  embedded  credit  derivative  that is exempt from  embedded  derivative
bifurcation requirements.  Only an embedded credit derivative that is related to
the  subordination  of one  financial  instrument  to another  qualifies for the
exemption.  This guidance became effective for the Company's  interim and annual
reporting  periods  beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.

In  February  2010,  the FASB issued ASU No.  2010-09,  which is included in the
Codification  under ASC 855,  SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement  for an SEC filer to disclose the date through which  subsequent
events have been evaluated and became effective for interim and annual reporting
periods  beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

In January  2010,  the FASB  issued ASU No.  2010-06,  which is  included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update  requires the disclosure of transfers  between the observable  input
categories  and  activity  in the  unobservable  input  category  for fair value
measurements.  The  guidance  also  requires  disclosures  about the  inputs and
valuation techniques used to measure fair value and became effective for interim
and annual  reporting  periods  beginning  January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's  financial  statements.
FASB  Accounting  Standards  Codification  --  Effective  for interim and annual
periods  ending after  September 15, 2009,  the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting  Standards  Codification (ASC)
as the sole source for authoritative  guidance to be applied by  nongovernmental
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is  referenced,  but it does not have any impact on our  financial  position  or
results of operations

                                      F-9
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

RECENT ACCOUNTING PRONOUNCEMENTS - CONTINUED

FASB  Accounting  Standards  Codification  --  Effective  for interim and annual
periods  ending after  September 15, 2009,  the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting  Standards  Codification (ASC)
as the sole source for authoritative  guidance to be applied by  nongovernmental
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is  referenced,  but it does not have any impact on our  financial  position  or
results of operations

In August 2009, the FASB issued ASU No. 2009-05,  "Measuring Liabilities at Fair
Value," or ASU  2009-05,  which  amends ASC 820 to  provide  clarification  of a
circumstances  in which a quoted  price in an  active  market  for an  identical
liability is not available. A reporting entity is required to measure fair value
using one or more of the following methods:  1) a valuation  technique that uses
a) the quoted  price of the  identical  liability  when traded as an asset or b)
quoted prices for similar  liabilities  (or similar  liabilities  when traded as
assets) and/or 2) a valuation  technique that is consistent  with the principles
of ASC 820. ASU 2009-05 also clarifies that when  estimating the fair value of a
liability,  a  reporting  entity is not  required  to adjust to  include  inputs
relating  to the  existence  of transfer  restrictions  on that  liability.  The
adoption  of this  ASU did not  have an  impact  on the  Company's  consolidated
financial statements.

In May 2009,  the FASB  issued  ASC No.  855  "Subsequent  Events".  ASC No. 855
establishes  general  standards of accounting  for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are  available  to be issued.  ASC No.  855 sets forth (1) The period  after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial  statements,  (2) The  circumstances  under which an entity should
recognize  events or transactions  occurring after the balance sheet date in its
financial  statements and (3) The  disclosures  that an entity should make about
events or  transactions  that occurred after the balance sheet date. ASC No. 855
was  effective  for interim or annual  financial  periods  ending after June 15,
2009.  The Company has evaluated  subsequent  events  through  December 21, 2009
which represents the date on which the interim financial statements were issued.

In April 2009, the FASB issued  additional  disclosure  requirements  related to
fair values,  which are  included in ASC 820,  "Interim  Disclosures  about Fair
Value of Financial  Instruments." The provisions require  disclosures about fair
value of financial  instruments for interim reporting periods of publicly traded
companies  as  well  as  in  the  annual  financial  statements.   The  required
disclosures were effective for interim  reporting  periods ending after June 15,
2009.  The  adoption  of the  provision  did not have a  material  impact on the
Company's  statements  of financial  position,  results of  operations  and cash
flows.

                                      F-10
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


3. MINERAL RIGHTS

JUNIPER RIDGE

On March  14,  2007,  the  Company  entered  into an option  and  joint  venture
agreement with Strathmore  Minerals Corp.  ("Strathmore") on the Baggs,  Juniper
Ridge Project  properties  located in Wyoming.  The Company was granted sole and
exclusive  rights to earn-in an 80% interest in the properties.  Under the terms
of the original  agreement,  the Company was  required to make cash  payments of
$500,000  in various  stages as  follows:  $100,000  upon  closing of the option
agreement  (paid) and $100,000 on each of the first  (paid),  second,  third and
fourth anniversary.  The Company also issued 9,000,000 shares of common stock to
Strathmore upon closing of the agreement (issued). The Company also was required
to incur expenditures of $1,600,000 per year for a period of 5 years for a total
commitment  of  $8,000,000.  The Company will earn 40% of the optioned  interest
upon  spending  $4,000,000.  The  Company was to earn the  remaining  40% of the
optioned  interest by spending an additional  $4,000,000  during the 5-year term
and by paying a royalty of 3% on the optioned portion on all future production.

In April 2008, the Company and Strathmore  reached an agreement to amend certain
terms of the option  agreement.  Pursuant to the terms of the amended  agreement
the joint  operations  were  restructured  so that they were jointly  owned by a
Limited Liability Company ("LLC").  The Company  maintained on option to earn up
to an 80% interest in the LLC, Juniper Ridge Project. The Company's  requirement
to incur  expenditures  was amended to require  $764,518 be spent not later than
May 1, 2008 (incurred),  a minimum of $300,000 not later than September 1, 2008,
a minimum of $500,000  not later than  December  31, 2009 and the balance of the
$8,000,000 not later than December 31, 2012.

According to management of the Company,  the forecast long term uranium price is
expected to be lower than the estimated costs for development  extraction on the
Juniper  property  and it is not  economically  feasible  to  continue  with the
exploration  and drilling work at the present time. As a result,  management has
written down the mineral  interest in Juniper Ridge property to a nominal value,
$1, as of the year ended July 31, 2008.

In December 2008,  the Company  formally  terminated  the option  agreement with
Strathmore  and  subsequently  the Company has impaired the  remaining  net book
value of the mineral rights.

JEEP

The Company  entered into an option and joint venture  agreement with Strathmore
Resources  (US) Ltd.,  a related  party  under a common  director,  to  explore,
develop  and mine the Jeep  property  located  in Gas  Hills,  Freemont  County,
Wyoming.  Under the  agreement,  the Company has sole and exclusive  rights from
Strathmore Resources (US) Ltd. to earn-in a 60% interest in the Jeep property in
consideration of the Company's  incurring a total of $10,000,000 in expenditures
on the Jeep  property.  The first  expenditures  in the amount of $250,000  were
required to be met on or before September 29, 2008, with additional expenditures
of: $1,250,000 to be expended during the twelve months ended September 29, 2009,
$1,500,000  to be expended  during the twelve  months ended  September 29, 2010,
$2,000,000  to be expended  during the twelve  months ended  September 29, 2011,
$2,000,000 to be expended  during the twelve months ended September 29, 2012 and
$3,000,000 to be expended during the twelve months ended September 29, 2013. The
option agreement was terminated on April 21, 2008.

                                      F-11
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


3. MINERAL RIGHTS - CONTINUED

JUNIPER RIDGE

SKY

The Company  entered into an option and joint venture  agreement with Strathmore
Resources  (US) Ltd.,  a related  party  under a common  director,  to  explore,
develop and mine the Sky property  located in West Gas Hills,  Freemont  County,
Wyoming.  Under the  agreement,  the Company has sole and exclusive  rights from
Strathmore  Resources  to  earn-in  a  60%  interest  in  the  Sky  property  in
consideration  of the Company  incurring a total of $7,500,000 in  expenditures,
over four years,  on the Sky property.  The first  expenditures in the amount of
$500,000  were  required  to be  met  on or  before  September  29,  2008,  with
additional  expenditures  of $2,000,000 to be expended  during the twelve months
ended  September 29, 2009,  $2,000,000  to be expended  during the twelve months
ended  September 29, 2010 and $3,000,000 to be expended during the twelve months
ended September 29, 2011. The option agreement was terminated on April 21, 2008.

BECK

On December 28, 2007 the Company  entered into a master  option  agreement  with
American  Nuclear  Fuels,  as well  as six  lease  and  option  agreements  with
individual  claimholders,  to purchase 185 mining  claims,  approximating  3,700
acres, in the Uravan uranium belt, Montrose County,  Colorado, also known as the
Beck  Project,  in exchange  for total  payments of  $5,968,750  in cash and the
issuance  of  2,765,625  shares of our  common  stock,  payable  over 5 years as
follows:

                                                                     Number of
            Date                                    Cash              Shares
            ----                                    ----              ------

October 3, 2007 (stand still payment)            $  125,000 *              --
December 15, 2007 (stand still extension)           250,000 *              --
December 28, 2007                                    80,357 *          65,179 *
March 31, 2008                                      321,429 *         260,714 *
June 15, 2008                                       312,407 *         156,250 *
December 15, 2008                                 1,035,714           517,857
December 15, 2009                                 1,000,000           500,000
December 15, 2010                                 1,000,000           500,000
December 15, 2011                                 1,000,000           500,000
December 15, 2012                                   843,750           265,625
                                                 ----------         ---------
Total                                            $5,968,657         2,765,625
                                                 ==========         =========
----------
*    As of July 31, 2009, the Company had made total cash payments of $1,089,193
     and issued 482,143 common shares of the Company.

Pursuant to the terms and  conditions of the option  agreements,  Yellowcake had
the exclusive right to access,  explore and develop the  properties.  All future
production  from  the  property  was  subject  to a 3.5%  royalty  based  on the
contained metal value of ore after deduction of mining, transport and processing
costs.

The Company  decided to  terminate  the  agreements  related to the Beck project
because it  currently  does not have  sufficient  cash on hand to  continue  the
exploration  program and to meet the cash payments  requirement on the property.
The Company  does not  believe  that it would be able to raise the money that it
requires on  acceptable  terms.  The Company also  believes  that any  potential
uranium  deposits  that  might  be  discovered  on  the  property  would  not be
commercially  feasible  to develop  further  at this time  because of low market
prices for uranium,  and the potential of  discovering  enough uranium to recoup
the investment in the property is low.

                                      F-12
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


3. MINERAL RIGHTS - CONTINUED

BECK - CONTINUED

Management of the Company has used its best effort to re-negotiate the terms and
conditions of the option  agreements with American Nuclear Fuels but the efforts
to  restructure  were  unsuccessful.  On May  15,  2009,  the  Company  formally
terminated its master option  agreement  with American  Nuclear Fuels as well as
six lease and option agreements with individual  claimholders regarding the Beck
Project.  Consequently,  the carrying  value of the mineral  interests  has been
fully  impaired  as at July 31,  2009.  The  Company  has no  further  financial
obligations pursuant to the terminated master agreement and six lease and option
agreements related to the Beck properties.

Mineral properties expenditures are summarized as follows:

<TABLE>
<CAPTION>
                                                                                    Inception
                                         Year Ended           Year Ended       (March 23, 2006) to
                                        July 31, 2010        July 31, 2009        July 31, 2010
                                        -------------        -------------        -------------
<S>                                       <C>                  <C>                  <C>
JUNIPER RIDGE
  Claim maintenance                       $       --           $   95,471           $  154,062
  Camp and field supplies                         --                   --               12,309
  Drilling                                        --               (2,540)             124,309
  Geological and geophysical                 (11,105)              14,183              410,831
  Travel and accommodation                        --                   --               11,825
                                          ----------           ----------           ----------
                                             (11,105)             107,114              713,336
                                          ----------           ----------           ----------
SKY:
  Claim maintenance                               --                   --                6,611
  Assaying, testing and analysis                  --                   --               13,063
  Camp and field supplies                         --                   --               19,459
  Drilling                                        --                   --              319,594
  Geological and geophysical                      --                   --              136,258
  Travel and accommodation                        --                   --                5,015
                                          ----------           ----------           ----------
                                                  --                   --              500,000
                                          ----------           ----------           ----------
JEEP:
  Claim maintenance                               --                   --               32,077
  Assaying, testing and analysis                  --                   --                  951
  Camp and field supplies                         --                   --                7,052
  Drilling                                        --                   --               88,344
  Geological and geophysical                      --                   --               33,734
  Travel and accommodation                        --                   --                5,116
                                          ----------           ----------           ----------
                                                  --                   --              167,274
                                          ----------           ----------           ----------
BECK
  Claim maintenance                               --               22,126              108,933
  Assaying, testing and analysis                  --                1,061                7,172
  Camp and field supplies                         --                2,126                2,756
  Drilling                                        --               63,666              109,518
  Geological and geophysical                      --               97,472              262,965
  Permits                                         --                  566               64,871
  Travel and accommodation                        --               14,470               36,528
                                          ----------           ----------           ----------
                                                  --              201,487              592,743
                                          ----------           ----------           ----------
TEXAS DATABASE:
  Geological and geophysical                      --                   --              113,880
                                          ----------           ----------           ----------
                                          $  (11,105)          $  308,601           $2,087,233
                                          ==========           ==========           ==========
</TABLE>

                                      F-13
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


4. COMMON STOCK

On January 23,  2007,  the Company  effected a 30:1  forward  stock split of the
authorized,  issued and outstanding  common stock.  As a result,  the authorized
share capital  increased from 25,000,000 shares of common stock with a par value
of $0.001 per share to  750,000,000  shares of common  stock with a par value of
$0.001 per share.  All share  amounts have been  retroactively  adjusted for all
periods presented.

SHARE ISSUANCES

On March 23, 2006  (inception),  the  Company  issued  60,000,000  shares of its
common stock to its Directors for cash of $2,000.

On July 25, 2006, the Company closed a private  placement for 31,800,000  common
shares for an aggregate price of $53,000.

On February 20, 2007, the Company  completed a private  placement  consisting of
4,140,000  units at a price of $1.00 per unit for gross  proceeds of $4,140,000.
Each unit  consisted  of one  common  share and  one-half  of one  common  share
purchase  warrant,  with each whole warrant entitling the holder to purchase one
share at an exercise price of $1.50 per share for a period of two years.

On February 28, 2007, the Company  completed a private  placement  consisting of
1,770,000  units at a price of $1.00 per unit for gross  proceeds of $1,770,000.
Each unit  consisted  of one  common  share and  one-half  of one  common  share
purchase  warrant,  with each whole warrant entitling the holder to purchase one
share at an exercise price of $1.50 per share for a period of two years.

The  Company  paid  $221,575  and  issued  221,625  shares as  finders'  fees in
connection with the private  placements of February 20 and 28, 2007.  Additional
issuance costs totalled $35,930 in connection with these private placements. The
shares issued as finders' fees had a fair value of $94,731.

On March 14, 2007,  the Company  issued  9,000,000  common  shares at a value of
$10,157,143  to acquire an option to earn an 80% interest in a mineral  property
(Note 3),  based on the  average  closing  price  around  the date the letter of
intent was signed and the transaction was announced.

On March 14, 2007, the Company redeemed and cancelled  56,000,000  common shares
from a  director  for no  consideration.  The  shares  were  ascribed a value of
$56,000 based on the initial issuance.

On February 21, 2008, the Company issued 65,179 common shares, with a fair value
of $0.65 per share, pursuant to a mineral property master option agreement (Note
3). The fair value was based on the quoted market price on the date of issuance.

On April 8, 2008, the Company issued 260,714 common shares, with a fair value of
$0.50 per share,  pursuant to a mineral  property master option  agreement (Note
3). The fair value was based on the quoted market price on the date of issuance.

On July 7, 2008, the Company issued 156,250 common shares,  with a fair value of
$0.40 per share,  pursuant to a mineral  property master option  agreement (Note
3). The fair value was based on the quoted market price on the date of issuance.

On August 20, 2009 the Company issued a total of 3,921,808  common shares with a
fair value of $0.035 per share  pursuant to agreements to convert  certain debts
to shares.  The fair value was based on the quoted  market  price at the date of
issuance.

                                      F-14
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


4. COMMON STOCK

SHARE PURCHASE WARRANTS

Share purchase warrant transactions are summarized as follows:

                                                               Weighted Average
                                         Number of Share        Exercise Price
                                         ---------------        --------------

Balance at July 31, 2008 and 2007           2,955,000             $   1.50
Expired                                    (2,955,000)                1.50
                                           ----------             --------
Balance July 31, 2009                              --             $     --
                                           ==========             ========

STOCK OPTIONS

In May 2007,  the  Company  adopted a stock  option  plan (the  "Plan") to grant
options to directors,  officers,  employees and consultants.  Under the Plan the
Company  may grant  options  to  acquire up to  5,000,000  common  shares of the
Company.  Options  granted can have a term up to ten years and an exercise price
typically not less than the Company's  closing stock price at the date of grant.
Options  vest as specified by the Board of  Directors.  Options  granted to date
vest 25% upon the grant  date,  and 25% at the end of each  succeeding  year for
three years after grant.

The Company  adopted ASC 718  commencing on August 1, 2006.  Effective  with the
adoption of ASC 718,  the Company  has elected to use the  Black-Scholes  option
pricing model to determine the fair value of stock options granted. Compensation
expense for stock options  granted to employees and  non-employees  is amortized
over the contract  services  period or, if none  exists,  from the date of grant
until the options vest. Compensation associated with unvested options granted to
non-employees is re-measured on each balance sheet date using the  Black-Scholes
option pricing model.

The Company uses  historical data to estimate  option  exercise,  forfeiture and
employee termination within the valuation model. For non-employees, the expected
term of the options  approximates  the full term of the options.  The  risk-free
interest rate is based on a treasury  instrument  whose term is consistent  with
the expected  term of the stock  options.  The Company has not paid and does not
anticipate  paying  dividends  on its  common  stock;  therefore,  the  expected
dividend yield is assumed to be zero. In addition, ASC 718 requires companies to
utilize an  estimated  forfeiture  rate when  calculating  the  expense  for the
reporting period.

Stock option transactions are summarized as follows:

                                           Number of           Weighted Average
                                            Options            Exercise Price
                                            -------            --------------

Balance at July 31, 2008                   2,100,000                  2.00
Cancelled/forfeited                         (500,000)                 1.20
                                          ----------              --------
Balance at July 31, 2009                   1,600,000                  2.25
Cancelled/forfeited                       (1,500,000)                 2.20
                                          ----------              --------
Balance at July 31, 2010                     100,000              $   3.05
                                          ==========              ========

                                      F-15
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


4. COMMON STOCK (Continued)

STOCK OPTIONS (CONTINUED)

At July 31, 2010, the following stock options were outstanding and exercisable:

 Number of                  Aggregate                     Number of    Aggregate
  Options      Exercise     Intrinsic                      Options     Intrinsic
Outstanding      Price        Value      Expiry Date     Exercisable     Value
-----------      -----        -----      -----------     -----------     -----

 100,000        $ 3.05       $   --     April 13, 2012     100,000       $   --
 =======        ======       ======     ==============     =======       ======

The  aggregate  intrinsic  value in the  preceding  table  represents  the total
intrinsic value,  based on the Company's  closing stock price of $0.04 per share
as of July 31, 2009,  which would have been  received by the option  holders had
all option holders  exercised their options as of that date. The total number of
in-the-money  options vested and exercisable as of July 31, 2009 was $Nil. As of
July 31, 2009, 1,075,000 outstanding options were vested and exercisable and the
weighted  average  exercise price was $2. The total  intrinsic  value of options
exercised during the years ended July 31, 2010 and 2009 was $Nil.

The  following  table  summarizes  information  regarding the  non-vested  stock
purchase options outstanding as of July 31, 2010.

                                                              Weighted Average
                                              Number of          Grant-Date
                                               Options           Fair Value
                                               -------           ----------

Non-vested options at July 31, 2008           1,300,000           $   1.51
  Vested                                       (525,000)          $   1.48
  Cancelled/forfeited                          (250,000)          $   0.60
                                             ----------           --------
Non-vested options at July 31, 2009             525,000           $   1.48
  Vested                                        (25,000)
  Cancelled/forfeited                          (500,000)
                                             ----------
Non-vested options at July 31, 2010                 Nil
                                             ==========

                                      F-16
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


4. COMMON STOCK (Continued)

STOCK OPTIONS (CONTINUED)

STOCK-BASED COMPENSATION

Total stock based compensation recognized during the year ended July 31, 2010 in
respect of options granted in prior periods was $138,644 (2009 - $540,722) which
has been recorded in the Statements of Operations with corresponding  additional
paid-in capital recorded in stockholders' equity as follows:

<TABLE>
<CAPTION>
                                                                                     Inception
                                           Year Ended           Year Ended       (March 23, 2006) to
                                          July 31, 2010        July 31, 2009        July 31, 2010
                                          -------------        -------------        -------------
<S>                                        <C>                  <C>                  <C>
Expenses (recovery):
  Consulting fees                          $     (179)          $   (9,340)          $  222,958
  Management fees                             138,843              550,062            3,614,975
                                           ----------           ----------           ----------
Total stock-based compensation expense     $  138,664           $  540,722           $3,837,933
                                           ==========           ==========           ==========
</TABLE>

The  following  weighted  average  assumptions  were used for the  Black-Scholes
valuation of stock options granted:

                                                               Year Ended
                                                              July 31, 2010
                                                              -------------

Risk-free interest rate                                       1.31% - 4.59%
Expected life of options (years)                              1.89  - 2.6
Expected volatility                                            119% - 234%
                                                              -----------
Dividend rate                                                           0%
                                                              ===========

5. RELATED PARTY TRANSACTIONS

The Company paid or accrued  management fees of $54,500 to two former  directors
of the Company  (2009 - $240,000)  during the year ended July 31, 2010.  At July
31, 2010,  included in accounts payable and accrued liabilities was $54,500 owed
to directors for management fees (2009 - $152,500).  These  transactions were in
the normal course of operations  and were measured at the exchange  amount which
represented the amount of consideration established and agreed to by the related
parties.

                                      F-17
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


6. FINANCIAL INSTRUMENTS

The  Company's  financial  instruments  consist  of cash and  cash  equivalents,
short-term  loans,  accounts payable and accrued  liabilities.  Unless otherwise
noted, it is management's opinion that the Company is not exposed to significant
interest or credit risks  arising  from these  financial  instruments.  The fair
value of these financial instruments  approximates their carrying values, unless
otherwise  noted.  The Company is exposed to currency risk by incurring  certain
expenditures in currencies other than the Canadian dollar.  The Company does not
use derivative instruments to reduce this currency risk.

7. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

In  August  2009,  the  Company  issued  3,921,808  common  shares  to settle an
aggregate  debt of $204,763 of which  $152,500 was with two former  officers and
directors of the Company and the  remaining  52,263 was with a  consultant.  The
amounts have been excluded from cash flows from financing activities.

For the year ended July 31, 2009, the Company did not have non-cash transactions
in investing and financing activities.

8. RECLAMATION BONDS

On May 7, 2009 the Company remitted $62,400 to the State of Colorado  Department
of Mined Land  Reclamation and Safety,  in order to replace $130,400 of existing
reclamation bonds received by the Company.  The Company confirmed with the State
that  the  approved  remediation  process  had  been  completed  on  some of the
Company's site  exploration  activities.  The process will result in the Company
receiving  $130,400  from the State and will hold $62,400 in  reclamation  bonds
over existing properties in Colorado.  The State has inspected the properties to
insure that the Company has  completed all of the required  remediation  on site
exploration  and the  Company  has made an  application  for the return of these
funds. In February 2010 the Company  assigned its interest in these Bonds to two
directors and a consultant in respect of certain amounts owed to them.

9. DEMAND LOAN

On February  18, 2010,  a lender  unrelated to the Company  loaned the Company a
total of $125,000  pursuant to a promissory  note requiring  interest at 10% per
annum and payable on demand.

                                      F-18
<PAGE>
YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2010 (Expressed in US dollars)


10. INCOME TAXES

The  significant  components  of the  Company's  future income tax assets are as
follows:

                                             July 31, 2010         July 31, 2009
                                             -------------         -------------
Deferred income tax assets:
  Non-capital loss carry forwards             $   690,400           $   614,200
  Resource expenditures                         4,681,000             4,685,000
Valuation allowance                            (5,371,400)           (5,299,200)
                                              -----------           -----------
Net deferred income tax assets                $        --           $        --
                                              ===========           ===========

A  reconciliation  of income taxes at statutory rates with the reported taxes is
as follows:

                                               Year Ended           Year Ended
                                             July 31, 2010         July 31, 2009
                                             -------------         -------------

Loss for the year                             $  (352,000)          $(2,856,000)
Statutory rate                                       34.0%                 34.0%
                                              -----------           -----------
Expected tax recovery                            (120,000)             (971,000)
Permanent difference                              139,000               183,800
Increase (decrease) in valuation allowance        (19,000)              787,200
                                              -----------           -----------
Income taxes expense                          $        --           $        --
                                              ===========           ===========

The Company evaluates its valuation  allowance  requirements  based on projected
future  operations.  When  circumstances  change  and this  causes  a change  in
management's  judgment about the recoverability of future tax assets, the impact
of the change on the  valuation  allowance is reflected  in current  income.  As
management of the Company does not currently believe that it is more likely than
not that the  Company  will  receive  the  benefit of this  asset,  a  valuation
allowance  equal to the future tax asset has been  established  at both July 31,
2010 and July 31, 2009.

The  Company  has  available  for  deduction   against   future  taxable  income
non-capital  losses of  approximately  $2,030,000  in the United  States.  These
losses, if not utilized, will expire through 2030.

The  Company  is in  arrears on filing its  statutory  income tax  returns.  The
Company  expects to have net  operating  loss carry  forwards to offset  taxable
income.  Future income tax assets as of July 31, 2010 and 2009 consist primarily
of  the  tax  effect  of  net  operating   loss  carry   forwards  and  resource
expenditures. The availability of these amounts is subject to examination in the
United States and various  state  jurisdictions  for periods since  inception in
2006.

11. SUBSEQUENT EVENTS

The Company has evaluated events  subsequent to July 31, 2010 to assess the need
for  potential  recognition  or  disclosure  in this  report.  Such  events were
evaluated through the date these financial statements were issued and such items
are disclosed herewith as follows;

     a)   On September  1, 2010 the Company  received a loan of $15,000 from the
          current President of the Company. This loan is not subject to interest
          or any specific terms of payment.

     b)   Bond  reclamation  - $64,235 was  received  from the State of Colorado
          (including   interest)  on   September  3,  2010.   These  funds  were
          distributed  in accordance  with an assignment  agreement  executed in
          February  2010 with two former  directors  and a former  consultant in
          respect of certain  amounts due to them and  extinguish  all remaining
          indebtedness.  This  indebtedness  amounting to approximately  $24,000
          will be reflected in the  financial  statements  for the quarter ended
          October 31, 2010.

                                      F-19
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL MATTERS

Effective March 10, 2010, we dismissed BDO Canada LLP ("BDO") as our independent
principal accountant and we engaged the accounting firm of Bernstein & Pinchuk
LLP, ("B&P") as our new independent registered public accounting firm. The
decision to dismiss BDO and to appoint B&P was recommended and approved by our
board of directors, which acts as our audit committee.

BDO's reports in our audited financial statements contained in our annual
reports on Form 10-K for the fiscal years ended July 31, 2008 and 2009 did not
contain any adverse opinions or disclaimers of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles, except that
they did contain going concern qualifications.

During the two most recent fiscal years and the subsequent interim period, there
were no disagreements with BDO, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to BDO's satisfaction, would have caused it to make
reference to the subject matter of the disagreement in connection with its
reports on our financial statements. During the two most recent fiscal years,
and in the subsequent interim periods through the date of dismissal of BDO,
there were no reportable events (as described in Item 304(a)(1)(v) of Regulation
S-K) with BDO.

BDO has furnished us with a letter addressed to the Securities and Exchange
Commission stating that it agrees with the above statements.

On March 10, 2010, we engaged B&P as our independent accountant. During the two
most recent fiscal years and the subsequent interim periods through the date of
appointment, we have not consulted with B&P regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on our financial statements,
nor has B&P provided to us a written report or oral advice that B&P concluded
was an important factor considered by us in reaching a decision as to any
accounting, auditing or financial reporting issue. In addition, during such
periods, we have not consulted with B&P regarding any matter that was either the
subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related
instructions) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).

We have provided a copy of the disclosures in our report on Form 8-K filed on
April 29, 2010 to B&P and offered them the opportunity to furnish a letter to
the Commission contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. B&P has
advised that it does not intend to furnish such a letter to the Commission.

ITEM 9A(T). CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act,
our management, with the participation of our principal executive and principal
financial officer evaluated our company's disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of
the period covered by this report on Form 10-K. Disclosure controls and
procedures are controls and other procedures that are designed to ensure that
information required to be disclosed in our company's reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and procedures include controls and procedures
designed to ensure that information required to be disclosed in our company's
reports filed under the Exchange Act is accumulated and communicated to our
principal executive officer and our principal accounting officer, as
appropriate, to allow timely decisions regarding required disclosure. Based on
their evaluation, management concluded that as of the period covered by this
Annual Report on Form 10-K, these disclosure controls and procedures were not
effective.

                                       35
<PAGE>
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our
management, with the participation of our principal executive and principal
financial officer, evaluated the effectiveness of our internal control over
financial reporting as of July 31, 2010.

Based on its evaluation under the framework in INTERNAL CONTROL--INTEGRATED
FRAMEWORK, issued by the Committee of Sponsoring Organizations of the Treadway
Commission, our management concluded that our internal control over financial
reporting was not effective as of July 31, 2010, due to the existence of
significant deficiencies constituting material weaknesses, as described in
greater detail below. A material weakness is a control deficiency, or
combination of control deficiencies, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.

Based on this evaluation, our management concluded that as of the end of the
fiscal year covered by this report on Form 10-K, we have the following material
weaknesses in our internal control over financial reporting:

     (i)  Lack of a sufficient number of independent directors for our board and
          audit committee. As a publicly-traded company, we should strive to
          have a majority of our board of directors be independent;

     (ii) Insufficient segregation of duties in our finance and accounting
          functions due to limited personnel. During the fiscal year ended July
          31, 2010, we had limited staff at our executive office in Vancouver,
          British Columbia, prior to the departure of the officers and directors
          on February 24, 2010, that performed nearly all aspects of our
          financial reporting process, including, but not limited to, access to
          the underlying accounting records and systems, the ability to post and
          record journal entries and responsibility for the preparation of the
          financial statements. Since February 24, 2010 we have only our sole
          officer and director who performs all these duties. This creates
          certain incompatible duties and a lack of review over the financial
          reporting process that would likely result in a failure to detect
          errors in spreadsheets, calculations, or assumptions used to compile
          the financial statements and related disclosures as filed with the
          SEC. These control deficiencies could result in a material
          misstatement to our interim or annual financial statements that would
          not be prevented or detected;

     (iii) Our company's management does not have sufficient technical
          accounting knowledge relating to accounting for options granted to
          directors and officers, and employees;

     (iv) Our company's management does not have sufficient technical accounting
          knowledge relating to accounting for income taxes;

     (v)  Our company's management does not have sufficient technical knowledge
          in the preparation of financial statements; and,

     (vi) Insufficient corporate governance policies. Our corporate governance
          activities and processes are not always formally documented.
          Specifically, decisions made by the board to be carried out by
          management should be documented and communicated on a timely basis to
          reduce the likelihood of any misunderstandings regarding key decisions
          affecting our operations and management.

The full list of these weaknesses was discovered by our management during the
performance of its evaluation of our disclosure controls and procedures and
internal control over financial reporting as described above. Some of these
weaknesses were known to our management previously. Our management believes that
these weaknesses have existed in our company since our change in control that
began on or about January 16, 2007, when we had a change of directors, officers
and control persons.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. In addition, projections of any
evaluation of effectiveness to future periods are subject to the risk that

                                       36
<PAGE>
controls may become inadequate because of changes in conditions and that the
degree of compliance with the policies or procedures may deteriorate.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the fiscal year ended July 31, 2010, there were no changes in our
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.

PLAN FOR REMEDIATION OF MATERIAL WEAKNESSES

We intend to take appropriate and reasonable steps to make the necessary
improvements to remediate our material weaknesses when we are able to do so
financially and when the timing is appropriate for our company. We do not know
what further measures we will take, when we will take them or how much they will
cost.

CERTIFICATIONS

Certifications with respect to disclosure controls and procedures and internal
control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the
Exchange Act are attached to this annual report on Form 10-K.

ITEM 9B OTHER INFORMATION

None

                                    PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

As at October 29, 2010, our directors and executive officers, their age,
positions held, and duration of such, are as follows:

<TABLE>
<CAPTION>
                                                                             Date First Elected
   Name                 Position Held with our Company              Age         or Appointed
   ----                 ------------------------------              ---         ------------
<S>            <C>                                                <C>        <C>
Lisa Lopomo     President, Chief Executive Officer, Treasurer,      50         February 24, 2010
                Chief Financial Officer Secretary and Director
</TABLE>

CERTAIN SIGNIFICANT EMPLOYEES

We have no employees other than our sole director and officer.

FAMILY RELATIONSHIPS

There are no family relationships between any director or executive officer.

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of
directors, executive officers and significant employees during at least the past
five years, indicating their principal occupation during the period, and the
name and principal business of the organization by which they were employed.

LISA LOPOMO

Ms. Lisa Lopomo is our President, Chief Financial Officer, Chief Executive
Officer, Secretary, Treasurer, and sole Director. She has been an independent
business consultant for the past nine years. Her experience includes working

                                       37
<PAGE>
with management of public and privately-held companies to maximize productivity
as well as general corporate matters. Ms. Lopomo has experience in various
industries including automotive, solar, pet care and resources. Most recently
Ms. Lopomo was the founder of publicly traded Purden Lake Resource Corp.
("Purden") Ms. Lopomo was elected as President, Chief Executive Officer, Chief
Financial Officer, and a director of Purden on November 30, 2006. On December
30, 2009, Ms. Lopomo resigned as an officer of Purden and on January 14, 2010,
she resigned as a director of Purden. Purden is listed on the OTC Bulletin Board
under the symbol "CNBI".

We believe Ms. Lopomo is qualified to serve on our board of directors because of
her extensive knowledge of our company's history and current operations, which
she gained from working for our company as described above, in addition to her
business experiences as described above.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Our director and executive officer has not been involved in any of the following
events during the past 10 years:

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

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

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

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

     5.   being the subject of, or a party to, any federal or state judicial or
          administrative order, judgment, decree, or finding, not subsequently
          reversed, suspended or vacated, relating to an alleged violation of:
          (i) any federal or state securities or commodities law or regulation;
          or (ii) any law or regulation respecting financial institutions or
          insurance companies including, but not limited to, a temporary or
          permanent injunction, order of disgorgement or restitution, civil
          money penalty or temporary or permanent cease- and-desist order, or
          removal or prohibition order; or (iii) any law or regulation
          prohibiting mail or wire fraud or fraud in connection with any
          business entity; or

     6.   being the subject of, or a party to, any sanction or order, not
          subsequently reversed, suspended or vacated, of any self-regulatory
          organization (as defined in Section 3(a)(26) of the Securities
          Exchange Act of 1934), any registered entity (as defined in Section
          1(a)(29) of the Commodity Exchange Act), or any equivalent exchange,
          association, entity or organization that has disciplinary authority
          over its members or persons associated with a member.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings. Based solely on our review of the copies of such forms received by us,
or written representations from certain reporting persons, we believe that
during fiscal year ended July 31, 2010, all filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were complied
with.

                                       38
<PAGE>
CODE OF ETHICS

We adopted a Code of Ethics applicable to all of our directors, officers,
employees and consultants, which is a "code of ethics" as defined by applicable
rules of the SEC. Our Code of Ethics is attached to our annual report on Form
10-KSB, filed on November 14, 2007. If we make any amendments to our Code of
Ethics other than technical, administrative, or other non-substantive
amendments, or grant any waivers, including implicit waivers, from a provision
of our Code of Ethics to our chief executive officer, chief financial officer,
or certain other finance executives, we will disclose the nature of the
amendment or waiver, its effective date and to whom it applies in a Current
Report on Form 8-K filed with the SEC.

NOMINATING COMMITTEE

We have a nominating committee. Our sole director and officer is the only member
and is not independent as the term is used in Nasdaq Marketplace Rule
4200(a)(15). A copy of our nominating committee charter is an exhibit to our
annual report on Form 10-KSB, filed on November 14, 2007. The purpose of the
Committee is to:

     1.   Identify individuals qualified to become directors on our Board of
          Directors (the "Board") or any of its committees, consistent with
          criteria approved by the Board, and to select, or to recommend that
          the Board select, such director nominees, whether at the next annual
          meeting of the shareholders or otherwise.

     2.   Periodically evaluate the qualifications and independence of each
          director on the Board or its various committees and recommend to the
          Board, as the Committee may deem appropriate, any recommended changes
          in the composition of the Board or any of its committees.

     3.   Develop and recommend to the Board corporate governance principles
          applicable to us.

     4.   Annually assess the performance of the Board.

     5.   Take such other actions within the scope of this Charter as the Board
          may assign to the Committee from time to time or as the Committee
          deems necessary or appropriate.

The Committee will primarily fulfill these responsibilities by carrying out the
activities enumerated in Section VII of this Charter.

The basic responsibility of the directors of the Committee is to exercise their
business judgment to act in what they reasonably believe to be in the best
interests of our company and our shareholders. In discharging that
responsibility, the Committee should be entitled to rely on the honesty and
integrity of our senior executives and our outside advisors and auditors, to the
extent we deem necessary or appropriate. The nominating committee did not
conduct any meetings during the fiscal year ended July 31, 2010.

NOMINATION OF DIRECTORS BY SHAREHOLDERS

We do not have any defined policy or procedural requirements for shareholders to
submit recommendations or nominations for directors. Our directors believe that,
given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a
more advanced level. We do not currently have any specific or minimum criteria
for the election of nominees to the Board and we do not have any specific
process or procedure for evaluating such nominees. Our Boardwill assess all
candidates, whether submitted by management or shareholders, and make
recommendations for election or appointment.

A shareholder who wishes to communicate with our Board may do so by directing a
written request addressed to our President, at the address appearing on the
first page of this annual report.

                                       39
<PAGE>
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

We have an audit committee and audit committee charter. Our audit committee is
not independent as the term is used in Nasdaq Marketplace Rule 4200(a)(15), as
amended and our sole director and officer is the only member. A copy of our
audit committee charter is attached to our annual report on Form 10-KSB, filed
on November 14, 2007. The Audit Committee represents our Board in discharging
its responsibility relating to our accounting, reporting and financial practices
and our subsidiaries, and has general responsibility for oversight of our
internal controls, accounting and audit activities and legal compliance.
However, the Audit Committee's function is one of oversight only and shall not
relieve our management of its responsibilities for preparing financial
statements which accurately and fairly present our financial results and
conditions or the responsibilities of the independent accountants relating to
the audit or review of financial statements.

Currently we do not have a member in our Board who is considered as an "audit
committee financial expert" as defined in SEC Release No. 33-8 177 SEC.
II(A)(4)(c). The audit committee met once during fiscal year ended July 31,
2010.

Since the commencement of our most recently completed fiscal year, we have not
required any non-audit services to be provided by our auditor.

CORPORATE GOVERNANCE

We currently act with Lisa Lopomo as our sole director. We have determined that
Ms. Lopomo is not an independent director as defined by Nasdaq Marketplace Rule
4200(a)( 1.5 ).

TRANSACTIONS WITH INDEPENDENT DIRECTORS

Other than as set out below, none of our independent directors entered into any
transaction, relationship or arrangement, since the beginning of our year ended
July 31, 2010, or in any currently proposed transaction, that was considered by
our Board in determining whether the director maintained his independence in
accordance with Nasdaq Marketplace Rule 4200(a)( 1 5 ).

In consideration for acting as board members, we reimbursed Messrs. Klatt and
Malone (our former directors) for out of pocket expenses incurred for attending
board meetings. As additional consideration, granted to each of Messrs. Klatt
and Malone, stock options to purchase up to 500,000 shares of our common shares
exercisable at a price of $1.20 per share until December 3, 2012, which options
vest according to the stock option agreement. The options are issued in
accordance with our 2007 Stock Option Plan. As Messrs. Klatt and Malone are no
longer directors, their stock options have expired.

COMPENSATION COMMITTEE

We do not have a compensation committee, or a committee that performs similar
function.

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION

The particulars of compensation paid to the following persons:

     (a)  all individuals who served as our principal executive officer during
          the fiscal year ended July 31, 2010; and

     (b)  an additional individual for whom disclosure would have been provided
          under (a) but for the fact that the individual was not serving as our
          executive officer at the end of the most recently completed financial
          year, who we will collectively refer to as the named executive
          officers, for our years ended July 31, 2010 and 2009, are set out in
          the following summary compensation table:

                                       40
<PAGE>
<TABLE>
<CAPTION>
                                                                      Non Equity    Nonqualified
                                                                      Incentive       Deferred
                                               Stock      Option        Plan        Compensation     All Other
  Name and Principal           Salary  Bonus   Awards    Awards (1)  Compensation     Earnings     Compensation   Total
       Position          Year    ($)    ($)     ($)         ($)          ($)            ($)            ($)         ($)
  ------------------     ----  ------  -----   ------    ----------  ------------     --------     ------------   -----
<S>                      <C>    <C>    <C>    <C>        <C>          <C>             <C>           <C>           <C>
Lisa Lopomo              2010    Nil    Nil     Nil          Nil          Nil            Nil           Nil         Nil
President, CEO, CFO,
Secretary Treasurer,
and Director (2)

William Tafuri           2010    Nil    Nil     Nil          Nil          Nil            Nil           Nil         Nil
Former President,        2009    Nil    Nil     Nil          Nil          Nil            Nil           Nil         Nil
CEO, CFO, Secretary
Treasurer, and
Director (3)
</TABLE>

----------
1.   The determination of value of option awards is based upon the Black-Scholes
     Option pricing model, details and assumptions of which are set out in Note
     5 to our financial statements included in this Annual Report.
2.   Ms. Lopomo was appointed a director and officer on February 24, 2010.
3.   Mr. Tafuri resigned as a director and officer on February 24, 2010, his
     Option Awards for the year ended 2010 were cancelled at that time.

There are no arrangements or plans in which we provide pension, retirement or
similar benefits for directors or executive officers. Our directors and
executive officers may receive stock options at the discretion of our board of
directors in the future. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
directors or executive officers, except that stock options may be granted at the
discretion of our board of directors from time to time. We have no plans or
arrangements in respect of remuneration received or that may be received by our
executive officers to compensate such officers in the event of termination of
employment (as a result of resignation, retirement, change of control) or a
change of responsibilities following a change of control.

EMPLOYMENT AGREEMENTS

We are not party to any employment contracts with our director and officer.

OUTSTANDING EQUITY AWARDS FOR EXECUTIVE OFFICERS AT FISCAL YEAR-END

The following table sets forth for each named executive officer certain
information concerning the outstanding equity awards as of July 31, 2010.

<TABLE>
<CAPTION>
                                      Option Awards                                          Stock Awards
          ----------------------------------------------------------------   ---------------------------------------------
                                                                                                                   Equity
                                                                                                                  Incentive
                                                                                                       Equity       Plan
                                                                                                      Incentive    Awards:
                                                                                                        Plan      Market or
                                                                                                       Awards:     Payout
                                             Equity                                                   Number of   Value of
                                            Incentive                           Number                Unearned    Unearned
                                           Plan Awards;                           of        Market     Shares,     Shares,
            Number of      Number of        Number of                           Shares     Value of   Units or    Units or
           Securities     Securities       Securities                          or Units   Shares or    Other        Other
           Underlying     Underlying       Underlying                          of Stock    Units of    Rights      Rights
           Unexercised    Unexercised      Unexercised   Option     Option       That     Stock That    That        That
            Options         Options         Unearned    Exercise  Expiration   Have Not    Have Not   Have Not    Have Not
Name      Exercisable(#) Unexercisable(#)   Options(#)   Price($)    Date      Vested(#)   Vested($)  Vested(#)   Vested($)
----      -------------- ----------------  ----------    -----       ----      ---------   ---------  ---------   ---------
<S>            <C>            <C>            <C>        <C>         <C>         <C>        <C>        <C>        <C>
Lisa Lopomo    Nil             Nil             Nil         N/A       N/A          Nil         Nil        Nil         Nil
William Tafuri Nil             Nil             Nil         N/A       N/A          Nil         Nil        Nil         Nil
</TABLE>

                                       41
<PAGE>
COMPENSATION OF DIRECTORS

The table below shows the compensation of our directors who are not named
executive officers for our last completed fiscal year ended July 31, 2010:

<TABLE>
<CAPTION>
                                                                              Change in
                                                                               Pension
                                                                              Value and
                           Fees                              Non-Equity      Nonqualified
                          Earned                             Incentive         Deferred
                         Paid in      Stock      Option        Plan          Compensation      All Other
    Name                 Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----                 -------     ---------  ---------  ---------------    -----------    ---------------   --------
<S>                     <C>       <C>        <C>           <C>             <C>            <C>              <C>
Lisa Lopomo                Nil          Nil        Nil           Nil              Nil              Nil            Nil
William Tafuri1         41,000          Nil     52,693           Nil              Nil              Nil         93,693
H. Richard Klatt (1)    13,500          Nil     52,693           Nil              Nil              Nil         66,193
James Malone1              Nil          Nil     33,457           Nil              Nil              Nil         33,457
</TABLE>

----------
1.   Messrs. Tafuri, Klatt and Malone resigned as directors on February 24,
     2010.

During the fiscal year ended July 31, 2010, there were no standard or other
arrangements pursuant to which any of our directors were compensated for
services provided in their capacity as directors.

We currently have no formal plan for compensating our directors for their
services in their capacity as directors, although we may elect to issue
additional stock options to such persons in the future. Directors are entitled
to reimbursement for reasonable travel and other out-of-pocket expenses incurred
in connection with attendance at meetings of our board of directors. Our board
of directors may award special remuneration to any director undertaking any
special services on our behalf other than services ordinarily required of a
director.

OUTSTANDING EQUITY AWARDS FOR DIRECTORS AT FISCAL YEAR-END

There were no outstanding equity awards for Directors at July 31, 2010.

LONG-TERM INCENTIVE PLANS

On May 10, 2007, we established our 2007 Stock Option Plan (the "2007 Plan").
The purpose of the 2007 Plan is to enhance the long-term stockholder value of
the our company by offering opportunities to our directors, officers, employees
and eligible consultants and any entity that directly or indirectly is in
control of or is controlled by our company (a "Related Company") to acquire and
maintain stock ownership in our company in order to give these persons the
opportunity to participate in our growth and success, and to encourage them to
remain in our service or a Related Company.

The 2007 Plan is administered by our Board of Directors or by a committee of two
or more non-employee directors appointed by our Board of Directors (the "Plan
Administrator"). Subject to the provisions of the 2007 Plan, the Plan
Administrator has full and final authority to grant the awards of stock options
and to determine the terms and conditions of the awards and the number of shares
to be issued pursuant thereto. Options granted under the 2007 Plan may be either
"incentive stock options," which qualify for special tax treatment under the
Internal Revenue Code of 1986, as amended, (the "Code"), nonqualified stock
options or restricted shares.

All of our employees and members of our Board of Directors are eligible to be
granted options. Individuals who have rendered or are expected to render
advisory or consulting services to us are also eligible to receive options. The
maximum number of shares of our common shares with respect to which options or
rights may be granted under the 2007 Plan to any participant is 5,000,000
shares.

The exact terms of the option granted are contained in an option agreement
between us and the person to whom such option is granted. Eligible employees are
not required to pay anything to receive options. The exercise price for
incentive stock options must be no less than the fair market value of the common
shares on the date of grant. The exercise price for nonqualified stock options
is determined by the Plan Administrator in its sole and complete discretion. An
option holder may exercise options from time to time, subject to vesting.
Options will vest immediately upon death or disability of a participant and upon
certain change of control events.

                                       42
<PAGE>
The Plan Administrator may amend the 2007 Plan at any time and in any manner,
subject to the following: (1) no recipient of any award may, without his or her
consent, be deprived thereof or of any of his or her rights thereunder or with
respect thereto as a result of such amendment or termination; and (2) any
outstanding incentive stock option that is modified, extended, renewed, or
otherwise altered must be treated in accordance with Section 424(h) of the Code.

All awards granted under the 2007 Plan expire 10 years from the date of grant,
or such shorter period as is determined by the Plan Administrator. No option is
exercisable by any person after such expiration. If an award expires, terminates
or is cancelled, the shares of our common shares not purchased thereunder may
again be available for issuance under the 2007 Plan.

We have not yet filed a registration statement under the Securities Act of 1933
to register the shares of our common shares reserved for issuance under the 2007
Plan.

OPTION EXERCISES AND STOCK VESTED TABLE.

None of our directors, officers or employees has exercised their stock options.

<TABLE>
<CAPTION>
                                   Option Awards                         Stock Awards
                         ---------------------------------    ---------------------------------
                         Number of Shares                     Number of Shares
                           Acquired on      Value Realized      Acquired on      Value Realized
                             Exercise         on Exercise         Vesting          on Vesting
    Name                       (#)                ($)               (#)                ($)
    ----                     --------         -----------         -------          ----------
<S>                      <C>                 <C>                 <C>            <C>
Lisa Lopomo                    Nil                Nil               Nil                Nil
William Tafuri                 Nil                Nil               Nil                Nil
H. Richard Klatt               Nil                Nil               Nil                Nil
James Malone                   Nil                Nil               Nil                Nil
</TABLE>

REPRICING OF OPTIONS/SARS

We did not reprice any options previously granted during the year ended July 31,
2010.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

In the following tables, we have determined the number and percentage of shares
beneficially owned in accordance with Rule 13d-3 of the Exchange Act based on
information provided to us by our controlling shareholders, executive officers
and directors, and this information does not necessarily indicate beneficial
ownership for any other purpose. In determining the number of shares of our
common shares beneficially owned by a person and the percentage ownership of
that person, we include any shares as to which the person has sole or shared
voting power or investment power, as well as any shares subject to warrants or
options held by that person that are currently exercisable or exercisable within
60 days.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

<TABLE>
<CAPTION>
                        Name and address                      Amount and nature of              Percent
Title of class         of beneficial owner                    beneficial ownership            of class (1)
--------------         -------------------                    --------------------            ------------
<S>                   <C>                                    <C>                              <C>
Common Stock          Juniper Ridge LLC                         9,000,000 (2)  Indirect          16.26%
                      2420 Watt Ct.
                      Riverton WY 82501

Common Stock          H. Richard Klatt (former director)        1,185,714      Direct            2.14%
                      951 East 8800
                      South Sandy, UT 84094
</TABLE>

                                       43
<PAGE>
<TABLE>
<CAPTION>
                        Name and address                      Amount and nature of              Percent
Title of class         of beneficial owner                    beneficial ownership            of class (1)
--------------         -------------------                    --------------------            ------------
<S>                   <C>                                    <C>                              <C>
Common Stock          William Tafuri (former director)          3,492,857      Direct            6.31%
                      5020 N. Silver Springs Road
                      Park City, UT 84098
</TABLE>

SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>
<CAPTION>
                        Name and address                      Amount and nature of              Percent
Title of class         of beneficial owner                    beneficial ownership            of class (1)
--------------         -------------------                    --------------------            ------------
<S>                   <C>                                    <C>                              <C>
Common Stock          Lisa Lopomo                                       0      Direct             0.0%
                      7 Ashland Road, Suite 219
                      Caldwell NJ 07006

Common Stock          DIRECTORS AND OFFICERS AS A GROUP                 0
</TABLE>

----------
1.   Based on 55,451,425 shares of common shares issued and outstanding as of
     October 29, 2010
2.   Strathmore Minerals Corp. holds voting and dispositive power over these
     shares.

CHANGES IN CONTROL

We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE

TRANSACTIONS WITH RELATED PERSONS

No director, executive officer, principal shareholder holding at least 5% of our
common shares, or any family member thereof, had any material interest, direct
or indirect, in any transaction, or proposed transaction, since the beginning of
our fiscal year ended July 31, 2009, or in any currently proposed transaction,
in which the amount involved in the transaction exceeded or exceeds the lesser
of $120,000 or one percent of the average of our total assets at the year end
for the last three completed fiscal years.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

For the period ended July 31, 2010, the aggregate fees billed by Bernstein &
Pinchuk LLP ("Bernstein") for professional services rendered for the audit of
our financial statements were:

                                               Year Ended
             Fees                             July 31, 2010
             ----                             -------------

        Audit Fees                               $ 5,000
        Audit Related Fees                            --
        Tax Fees                                      --
        Other Fees                                 3,000 *
                                                 -------
        Total Fees                               $ 8,000
                                                 =======

----------
*    Fees related to the review of the quarterly financial statements and the
     SEC letters.

POLICY ON PRE-APPROVAL BY AUDIT COMMITTEE OF SERVICES PERFORMED BY INDEPENDENT
AUDITOR

We do not use Bernstein for financial information system design and
implementation. These services, which include designing or implementing a system
that aggregates source data underlying the financial statements or generates
information that is significant to our financial statements, are provided
internally or by other service providers. We do not engage Bernstein to provide
compliance outsourcing services.

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<PAGE>
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that
require that before BDO or Bernstein is engaged by us to render any auditing or
permitted non-audit related service, the engagement be:

     *    approved by our audit committee; or
     *    entered into pursuant to pre-approval policies and procedures
          established by the board of directors, provided the policies and
          procedures are detailed as to the particular service, the board of
          directors is informed of each service, and such policies and
          procedures do not include delegation of the board of directors'
          responsibilities to management.

The board of directors pre-approves all services provided by our independent
auditors. All of the above services and fees were reviewed and approved by the
board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by
BDO or Bernstein and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining BDO or Bernstein's
independence.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

Exhibit
Number                                   Description
------                                   -----------

3.1         Articles of Incorporation (attached as an exhibit to our Form SB-2
            Registration Statement, filed on September 22, 2006)
3.2         Bylaws (attached as an exhibit to our Form SB-2 Registration
            Statement, filed on September 22, 2006)
3.3         Articles of Merger filed with the Secretary of State on January 12,
            2007 and which is effective January 23, 2007 (attached as an exhibit
            to our current report on Form 8-K, filed on January 25, 2007)
3.4         Certificate of Change filed with the Secretary of State of Nevada on
            January 12, 2007 and which is effective January 23, 2007 (attached
            as an exhibit to our current report on Form 8-K, filed on January
            25, 2007)
3.5         Amended and Restated Bylaws (attached as an exhibit to our current
            report on Form 8-K, filed on September 18, 2008)
10.1        Letter of intent between our company and Strathmore Minerals Corp.
            dated January 29, 2007 (attached as an exhibit to our current report
            on Form 8-K, filed on January 30, 2007)
10.2        Form of Overseas Subscription Agreement (attached as an exhibit to
            our current report on Form 8-K, filed on February 22, 2007)
10.3        Form of US Subscription Agreement (attached as an exhibit to our
            current report on Form 8-K, filed on February 22, 2007)
10.4        Option and Joint Venture Agreement dated March 14, 2007 between our
            company and Strathmore Minerals Corp. (attached as an exhibit to our
            current report on Form 8-K, filed on March 16, 2007)
10.5        Letter of Intent dated April 5, 2007 between our company and
            Strathmore Minerals Corp. (attached as an exhibit to our current
            report on Form 8-K, filed on April 10, 2007)
10.6        Letter of Intent dated April 12, 2007 between our company and
            Strathmore Minerals Corp. (attached as an exhibit to our current
            report on Form 8-K, filed on April 19, 2007)
10.7        Investor Relations Agreement with Carson Seabolt dated June 15, 2007
            (attached as an exhibit to our current report on Form 8-K, filed on
            July 12, 2007)
10.8        Amended Letter of Intent with Strathmore Resources (US) Ltd. dated
            July 23, 2007 regarding the Jeep Project (attached as an exhibit to
            our current report on Form 8-K, filed on July 31, 2007)
10.9        Amended Letter of Intent with Strathmore Resources (US) Ltd. dated
            July 23, 2007 regarding the Sky Project (attached as an exhibit to
            our current report on Form 8-K, filed on July 31, 2007

                                       45
<PAGE>
Exhibit
Number                                   Description
------                                   -----------

10.10       Stock Option Plan (attached as an exhibit to our current report on
            Form 8-K, filed on July 31, 2007)
10.11       Form of Master Agreement Concerning Lease and Option for Purchase
            and Sale of Mining Properties (Mining Claims, Montrose County,
            Colorado) (attached as an exhibit to our current report on Form 8-K
            filed on January 7, 2008)
10.12       Limited Liability Company Operating Agreement dated effective
            December 31, 2007 with Strathmore Resources (US) Ltd. (attached as
            an exhibit to our current report on Form 8-K, filed on May 1, 2008)
10.13       Jeep Project Termination Agreement dated April 21, 2008 with
            Strathmore Resources (US) Ltd. (attached as an exhibit to our
            current report on Form 8-K, filed on May 1, 2008)
10.14       Sky Project Termination Agreement dated April 21, 2008 with
            Strathmore Resources (US) Ltd. (attached as an exhibit to our
            current report on Form 8-K, filed on May 1, 2008)
10.15       Juniper Ridge Project Termination Agreement dated December 29, 2008
            with Strathmore Resources (US) Ltd. (attached as an exhibit to our
            current report on Form 8-K, filed on January 2, 2009)
10.16       American Nuclear Fuels (Colorado) LLC Standstill Agreement dated
            March 16, 2009 (attached as an exhibit to our quarterly report on
            Form 10-Q filed on March 23, 2009)
10.17       Relinquishment and Surrender of Lease and Option with Beckworth
            Corporation dated May 15, 2009 (attached as an exhibit to our
            quarterly report on Form 10-Q filed on June 15, 2009)
10.18       Relinquishment and Surrender of Lease and Option with Energy Venture
            LLC and Uravan Land and Cattle Company LLC dated May 15, 2009
            (attached as an exhibit to our quarterly report on Form 10-Q filed
            on June 15, 2009)
10.19       Relinquishment and Surrender of Lease and Option with Bruce L. Beck
            dated May 15, 2009 (attached as an exhibit to our quarterly report
            on Form 10-Q filed on June 15, 2009)
10.20       Relinquishment and Surrender of Lease and Option with Bedrock
            Development Corp. dated May 15, 2009 (attached as an exhibit to our
            quarterly report on Form 10-Q filed on June 15, 2009)
10.21       Relinquishment and Surrender of Lease and Option with Eagle Venture
            Group LLC dated May 15, 2009 (attached as an exhibit to our
            quarterly report on Form 10-Q filed on June 15, 2009)
10.22       May 15, 2009 letter to American Nuclear Fuels (Colorado) LLC
            terminating the master agreement (attached as an exhibit to our
            quarterly report on Form 10-Q filed on June 15, 2009)
14.1        Code of Ethics (attached as an exhibit to our annual report on Form
            10-KSB, filed on November 14, 2007)
16.1        Letter on change in certifying accountant (attached as an exhibit to
            our current report on Form 8-K filed on April 28, 2010
31.1*       Section 302 Certification under Sarbanes-Oxley Act Of 2002
32.1*       Section 906 Certification under Sarbanes- Oxley Act Of 2002
99.1        Audit Committee Charter (attached as an exhibit to our annual report
            on Form 10-KSB, filed on November 14, 2007)
99.2        Nominating Committee Charter (attached as an exhibit to our annual
            report on Form 10-KSB, filed on November 14, 2007)

----------
* Filed herewith.

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<PAGE>
                                   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.

YELLOWCAKE MINING INC.


By: /s/ Lisa Lopomo
   -----------------------------------------------------------
Lisa Lopomo
President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director (Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)

Date: November 12, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacities and on the date indicated.


/s/ Lisa Lopomo
--------------------------------------------------------------
Lisa Lopomo
President, Chief Executive Officer, Chief Financial Officer,
Secretary, Treasurer and Director (Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)

Date: November 12, 2010


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