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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/AAmendment No.
  2

(Mark One)

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

For the fiscal year ended July 31, 2007

[ ] TRANSITION REPORT UNDER 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.(Name of small business issuer in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|720-999
      West Broadway, Vancouver BC                            | V5Z
      1K5                       
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number (604) 685-4048

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

|None                | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

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

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

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

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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.

Yes [X] No [ ]

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|Large Accelerated Filer |_| | Accelerated Filer |_|        
|--------------------------- | -----------------------------
|Non-Accelerated Filer |_|   | Smaller reporting company |X|

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

State issuers revenues for its most recent fiscal year. $Nil

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 sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $80,685,280 based on
a price of $2.08 per share, being the average of the closing bid and ask price
for the Companys common stock as quoted on the OTC Bulletin Board on July 31,
2007.

The number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date. 50,931,625 common shares
as of November 5, 2007

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB/A (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) of the Securities Act of 1933 (Securities
Act). The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
24, 1990). N/A

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

Explanatory Note:

This Amendment
  No. 2 on Form 10-KSB/A constitutes an amendment to our annual report on Form
  10-KSB for the fiscal year ended July 31, 2007, which was originally filed with
  the Securities and Exchange Commission on November 14, 2007, and amended September
  3, 2008.

This Amendment
  No. 2 is being filed solely for the purpose of correcting the disclosure in
  Item 8A Controls and Procedures and complying with Rules 13a-15 and 15d-15 of
  the Exchange Act only.

As required
  by Rule 12b-15 under the Securities Exchange Act of 1934, new certifications
  of our principal executive officer and principal financial officer are being
  filed as exhibits to this Amendment No 2. Except for the matter described above,
  this Amendment No. 2 does not change any previously reported financial results,
  modify or update disclosures in the Form 10-KSB, or reflect events occurring
  after the date of the filing of the Form 10-KSB.



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Item 8A. Controls and Procedures.

We have effected a restatement of our financial results for the year ended July 31, 2007 as previously included in our 2007 Annual Report on form 10-KSB.

The restatement was effected to correct errors in our accounting treatment of stock based compensation in connection with options granted to directors and officers, and employees. As a result of our review of this transaction, the effect on the
amended accounting for the adjustment is discussed in Note 12 to our 2007 financial statements.

Evaluation
  of disclosure controls and procedures

In connection
  with the restatement of our financial results for the fiscal year ended July
  31, 2007 and the fiscal quarter ended October 31, 2007, under the direction
  of our management, we have re-evaluated certain disclosure controls and procedures
  and internal controls over financial reporting. In connection with the restatement
  we identified a material weakness in our internal controls and procedures relating
  to the calculation of stock based compensation. Pursuant to the re-evaluations,
  we have also found other weaknesses in our disclosure controls and procedures
  and Internal Control over Financial Reporting.

As required
  by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the
  period covered by this annual report, being July 31, 2007, we have carried out
  an evaluation of the effectiveness of the design and operation of our companys
  disclosure controls and procedures. This evaluation was carried out by our management
  with the participation of our companys Chief Executive Officer and Chief
  Financial Officer. Based upon the results of that evaluation, our companys
  Chief Executive Officer and Chief Financial Officer have concluded that, as
  of the end of the period covered by this annual report, our companys disclosure
  controls and procedures were not effective and did not provide reasonable assurance
  that material information related to our company and our subsidiary is recorded,
  processed and reported in a timely manner.

Our companys
  management, with the participation of our Chief Executive Officer and Chief
  Financial Officer, is responsible for the design of internal controls over financial
  reporting. The fundamental issue is to ensure all transactions are properly
  authorized and identified and entered into a well-designed, robust and clearly
  understood system on a timely basis to minimize risk of inaccuracy, failure
  to fairly reflect transactions, failure to fairly record transactions necessary
  to present financial statements in accordance with generally accepted account
  principles, unauthorized receipts and expenditures, or the inability to provide
  assurance that unauthorized acquisitions or dispositions of assets can be detected.
  As of July 31, 2007, our companys Chief Executive Officer and Chief Financial
  Officer concluded that our companys system of internal controls over financial
  reporting is not effective.

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Limitations on Effectiveness of Controls

Our Chief Financial Officer does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of
two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Disclosure Control Weaknesses Identified

Pursuant
  to the re-evaluation of our disclosure controls and procedures and internal
  controls over financial reporting as of July 31, 2007, our management determined
  that we had significant deficiencies in disclosure controls, including:

|(i)   | Our company's accounting personnel and management does not have sufficient technical accounting knowledge relating to accounting for options granted to directors and officers, and employees;                                                                                                                                                                                        
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|(ii)  | Our company's accounting personnel and management does not have sufficient technical accounting knowledge relating to accounting for income taxes;                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|(iii) | Our companys accounting personnel and management does not have sufficient technical knowledge in the preparation of financial statements and                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                       
|(iv)  | 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.

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 the company had a change
  of directors, officers and control persons.

Changes
  in Internal Control over Financial Reporting

There were
  no changes in our internal control over financial reporting identified in connection
  with managements evaluation, as required by paragraph (d) of Rule 13a-15
  or Rule 15d-15 under the Exchange Act, that occurred during the fiscal quarter
  ended July 31, 2007 that has materially affected, or is reasonably likely to
  materially affect, our internal control over financial reporting.

Subsequent
  events

We have
  implemented the following measures, which did not impact our material weaknesses
  in internal control over financial accounting:

|(i) | On May 1, 2008, we engaged a professional accounting
        firm to provide assistance in the review of stock based compensation expense
        calculation;
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(ii)  | On May 1, 2008, we engaged a professional accounting
        firm to assist in the accounting of income taxes;             
|----- | ---------------------------------------------------------------------------------------------------------------------------
|(iii) | On May 1, 2008, we engaged a professional accounting
        firm to assist in the preparation of financial statements; and
|(iv)  | On May 1, 2008, we implemented a policy to formally
        document all decisions made by the board on a timelier manner. 

The material
  costs of these measures has cost us approximately $19,721.33 from May 1, 2008
  to July 31, 2008 and we expect to pay approximately an additional $12,000 per
  fiscal quarter for at least the 12 month period to July 31, 2009.

Plan for
  Remediation of Material Weaknesses

We intend
  to take appropriate and reasonable steps to make the necessary improvements
  to remediate these deficiencies 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.

PART III

Item 13. Exhibits

Exhibits required by Item 601 of Regulation S-B

|Exhibit |                                                                                                                                                                                                                                           
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                               
|3.1     | Articles of Incorporation (incorporated by reference from
      our Form SB-2 Registration Statement, filed on September 22, 2006)                                                                                                        
|3.2     | Bylaws (incorporated by reference from 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 (incorporated by
      reference from 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
      (incorporated by reference from our Current Report on Form 8-K, filed on
      January 25, 2007)
|10.1    | Agreement between our company and Strathmore Minerals
      Corp. dated January 29, 2007 (incorporated by reference from our Current
      Report on Form 8-K, filed on January 30, 2007)                                                 
|10.2    | Form of Overseas Subscription Agreement (incorporated by
      reference from our Current Report on Form 8- K, filed on February 22,
      2007)                                                                                          
|10.3    | Form of US Subscription Agreement (incorporated by
      reference from 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. (incorporated by
      reference from 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. (incorporated by reference from 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. (incorporated by reference from our Current
      Report on Form 8-K, filed on April 19, 2007)                                              
|10.7    | Stock Option Agreement dated April 24, 2007 with Hamish
      Malkin (incorporated by reference from our Current Report on Form 8-K,
      filed on May 4, 2007)                                                                          
|10.8    | Employment Agreement dated April 24, 2007 with Hamish
      Malkin (incorporated by reference from our Current Report on Form 8-K,
      filed on May 4, 2007)                                                                            
|10.9    | Investor Relations Agreement with Carson Seabolt dated
      June 15, 2007 (incorporated by reference from our Current Report on Form
      8-K, filed on July 12, 2007)                                                                  
|10.10   | Amended Letter of Intent with Strathmore Resources (US)
      Ltd. dated July 23, 2007 regarding the Jeep Project (incorporated by
      reference from our Current Report on Form 8-K, filed on July 31, 2007)                           

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|Exhibit |                                                                                                                                                                                                                           
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                               
|10.11   | Amended Letter
        of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding
        the Sky Project (incorporated by reference from our Current Report on
        Form 8-K, filed on July 31, 2007)
|10.12   | Stock Option Plan (incorporated
        by reference from our Current Report on Form 8-K, filed on July 31, 2007)                                                                                                         
|14.1    | Code of Ethics
        (incorporated by reference from our annual report on Form 10-KSB filed
        on November 14, 2007)                                                                                               
|16.1    | Letter on change in certifying
        accountant (incorporated by reference from our Current Report on Form
        8-K, filed on June 14, 2007 and amended on July 12, 2007)                                            
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002                                                                                                                                                        
|32.1*   | Section
        906 Certifications under Sarbanes-Oxley Act of 2002                                                                                                                                                       
|99.2    | Audit Committee
        Charter (incorporated by reference from our annual report on Form 10-KSB
        filed on November 14, 2007)                                                                                      
|99.3    | Nominating Committee Charter
        (incorporated by reference from our annual report on Form 10-KSB filed
        on November 14, 2007)                                                                                 

*Filed herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

YELLOWCAKE MINING INC.

By:/s/William Tafuri 
  William Tafuri 
  President, CEO, CFO, Secretary, Treasurer and Director 
  (Principal Executive Officer, Principal Accounting Officer and Principal Financial
  Officer)

Date: October
  16, 2009

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

By: /s/William Tafuri 
  William Tafuri
  President, CEO, CFO, Secretary, Treasurer and Director 
  (Principal Executive Officer, Principal Financial Officer and Principal Accounting
  Officer)

Date: October
  16, 2009

By:/s/ H. Richard Klatt 
  H. Richard Klatt 
  Director

Date: October
  16, 2009

By:/s/ James MaloneJames Malone 
  Director

Date: October
  16, 2009

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