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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: July 31, 2009

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 incorporation or
      organization | (I.R.S. Employer Identification No.)

720-999 West Broadway, Vancouver, BC, Canada V5Z
1K5(Address of principal executive offices and Zip Code)

|Registrant's telephone number, including area code | (604) 685-4048
|-------------------------------------------------- | --------------

N/A(Former name or former address, if
changed since last report)

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.

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ii

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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 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 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 (§229.405 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 whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act

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


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

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.

39,788,768 shares of common stock at a price of $0.055 per share
for an aggregate market value of $2,188,382.24 1

1 The aggregate market value of the voting stock held
by non-affiliates is computed by reference to the price of the average bid
and asked price of such common equity, as of the last business day of our most
recently completed second fiscal quarter.

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.

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
55,451,425 shares of common stock are issued and outstanding as of October
28, 2009

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

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iii

TABLE OF CONTENTS

|PART
      I                                                                                                                     | 1 
|-------------------------------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. BUSINESS                                                                                                           | 1 
|ITEM1A
      RISK FACTORS                                                                                                        | 5 
|ITEM
      1B. UNRESOLVED STAFF COMMENTS                                                                                         | 8 
|ITEM
      2. PROPERTIES                                                                                                         | 9 
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 9 
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 9 
|PART
      II                                                                                                                    | 9 
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES | 9 
|ITEM
      6 SELECTED FINANCIAL DATA                                                                                             | 11
|ITEM
      7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION                          | 11
|ITEM
      7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 18
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 19
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL MATTERS                            | 21
|ITEM
      9A(T). CONTROLS AND PROCEDURES                                                                                        | 21
|ITEM
      9B OTHER INFORMATION                                                                                                  | 23
|PART
      III                                                                                                                   | 24
|ITEM
      10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 24
|Item
      11. Executive Compensation                                                                                            | 28
|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.             | 32
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                   | 33
|ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                            | 34
|PART
      IV                                                                                                                    | 35
|ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                                                          | 35
|SIGNATURES                                                                                                                       | 37

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1

PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled ITEM 1A RISK FACTORS beginning on page 5 and the risks set
out below, any of which 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. These risks include, by way of
example and not in limitation:

- risks relating to general or market-specific economic or market factors;
- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post- closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. 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 report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to "common shares"
refer to the common shares in our capital stock.

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2

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

We were incorporated in the State of Nevada on March 23, 2006
under the name Hoopsoft Development Corp. Effective January 23, 2007, we
changed our name from Hoopsoft Development Corp. to Yellowcake Mining
Inc.

Also on January 23, 2007, we affected a 30 for one forward
stock split of our authorized, issued and outstanding common stock. As a result,
our authorized capital increased from 25,000,000 shares of common stock with a
par value of $0.001 to 750,000,000 shares of common stock with a par value of
$0.001.

We are an Exploration Stage company, as defined by Financial
Accounting Standards Board Statement No.7 and Securities and Exchange Commission
Industry Guide 7. Our principle business is the acquisition and exploration of
mineral property interests in the United States. In the fiscal year ended July
31, 2009, we terminated the agreements related to the Juniper Ridge property and
the Uravan-Beck properties as we believe 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 our investment in the property
is low. In addition, we currently do not have sufficient cash on hand to
continue our exploration program on the properties and we do not believe that we
would be able to raise the money for exploration on these properties on
acceptable terms.

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

We are currently looking for exploration opportunities in
preciou7s metals. Our board members are experienced in precious metals
exploration and they believe that this is the right direction for our company at
this time.

Subsequent Event

On September 1, 2009, we signed a letter of intent with AuEx
Ventures, Inc. for the option to acquire a 70% interest in 59 unpatented mining
claims and 5,040 acres of fee land for silver exploration on the Trinity Silver
property in Pershing County, Nevada. Please see the more detailed description of
the LOI under ITEM 9B OTHER INFORMATION beginning on page 23.

Termination of Interests

Juniper Ridge

On March 14, 2007, we entered into an option and joint venture
agreement with Strathmore Minerals Corp. (Strathmore) on the Baggs, Juniper
Ridge Project properties located in Wyoming. We were granted sole and exclusive
rights to earn-in an 80% interest in the properties. Under the terms of the
original agreement, we were 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.
We also issued 9,000,000 shares of common stock to Strathmore upon closing of
the agreement (issued). We were required to incur expenditures of $1,600,000 per
year for a period of five years for a total commitment of $8,000,000. We will
earn 40% of the optioned interest upon spending $4,000,000. We were to earn the
remaining 40% of the optioned interest by spending an additional $4,000,000
during the five year term and by paying a royalty of 3% on the optioned portion
on all future production.

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3

In April 2008, our 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). We maintained on option to
earn up to an 80% interest in the LLC, Juniper Ridge Project. Our 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.

In December 2008, we formally terminated the option agreement
with Strathmore and subsequently we have written off the remaining net book
value of the mineral rights.

Uravan-Beck

On December 28, 2007 we 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
Uravan-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, we have 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,
we 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.

In February 2009, we agreed in principle with the owners of
Uravan-Beck to amend the terms and conditions of the original agreement entered
into on December 28, 2007. The amended terms were expected to be effective in
May 2009.

To April 30, 2009, we had incurred total costs of $1,324,416
(July 31, 2008 - $1,324,416) on the Uravan-Beck properties.

We decided to terminate the agreements related to the
Uravan-Beck project because we currently do not have sufficient cash on hand to
continue the exploration program and to meet the cash payments requirement on
the property. We do not believe that we would be able to raise the money that we
would require for exploration on these properties on acceptable terms. We 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.

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4

Our management 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, we formally terminated our master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Uravan-Beck Project.  Consequently, the carrying value of the mineral interests has been written off to $nil at July 31, 2009.

Competitive Business Conditions

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

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

Our claims in the State of Colorado are comprised of unpatented
lode mining claims located on federal land managed by the U.S. Bureau of Land
Management and the Colorado Division of Reclamation Mining and Safety. Mining
activities on the claims must be carried out in accordance with permits issued
by the Colorado Division of Reclamation, Mining and Safety and U.S. Bureau of
Land Management.

We are committed to complying with and are, to our knowledge,
in compliance with, all governmental and environmental regulations applicable to
our company and our properties. We do not currently own or operate any mines and
are not required to comply with the requirements of these regulatory
authorities. We cannot predict the extent to which these requirements will
affect our company or our properties if we identify the existence of minerals in
commercially exploitable quantities. In addition, future legislation and
regulation could cause additional expense, capital expenditure, restrictions and
delays in the exploration of our properties.

Costs and Effect of Compliance with Environmental
Law

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

Research and Development

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

Number of Total Employees and Number of Full-time
Employees

As of October 28, 2009, we do not have any employees other than
our directors, officers and contracted financial consultant, David McAdam. Our
directors and officers play an important role in the running of our company. 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.

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5

Resident Agent

Our resident agent is The Nevada Agency and Trust Company.
Their address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501,
Telephone (775) 322-0626, Fax (775) 322-5623, Resident Agent e-mail:
corpserve@natco.org.

Reports to security holders

We file reports and other information with the SEC. This annual
report on Form 10-K, historical information about our company and other
information can be inspected and copied at the Public Reference Room of the SEC
located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such
materials, including copies of any portion of this annual report on Form 10-K,
can be obtained from the Public Reference Room of the SEC at prescribed rates.
You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of
the Public Reference Room. Such materials may also be accessed electronically by
means of the SECs home page on the Internet (http://www.sec.gov).

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 quarterly 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 Related to our Business

Our properties are in the exploration stage. There is no
assurance that we can establish the existence of any mineral resource on any of
our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

A mineral reserve is defined by the Securities and Exchange
Commission (SEC) in its Industry Guide 7 (which can be viewed over the
Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7)
as that part of a mineral deposit which could be economically and legally
extracted or produced at the time of the reserve determination. The probability
of an individual prospect ever having a "reserve" that meets the requirements of
the Securities and Exchange Commission's Industry Guide 7 is extremely remote;
in all probability our mineral resource property does not contain any 'reserve'
and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable. We currently hold 4 lode mining claims covering
approximately 60 acres which we will continue to maintain in regulatory
compliance. Currently we have no rights to explore, develop or mine any other
properties.

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6

Uranium prices are highly volatile. If a profitable market
does not exist, we may have to cease operations.

Uranium prices have been highly volatile, and are affected by
numerous international economic and political factors which Yellowcake has no
control. The current spot price of $46.00 at October 12, 2009 per pound is at
the same price it was on October 12, 2008, one year previously. Uranium is
primarily used for power generation in nuclear power plants, and the number of
customers is somewhat limited in comparison to other global commodities. The
price of uranium is affected by numerous factors beyond our control, including
the demand for nuclear power, increased supplies from both existing and new
uranium mines, sales of uranium from existing government stockpiles, and
political and economic conditions. Our companys long-term success is highly
dependent upon the price of uranium, as the economic feasibility of any ore body
discovered on its properties would in large part be determined by the prevailing
market price of uranium. If a profitable market does not exist, we may have to
cease operations. At the present time, we have estimated the development of
exploration costs exceed our forecast long term Uranium price. We may not
recover our investments from the existing properties and investors could lose
their entire investment in our company.

The uranium exploration and mining industry is highly
competitive.

The uranium industry is highly competitive, and we are required
to compete with other corporations that may have greater resources than ours.
Such corporations could outbid us for potential projects or produce minerals at
lower costs which would have a negative effect on our operations.

The silver exploration and mining industry is highly
competitive.

The silver industry is highly competitive, and we are required
to compete with other corporations that may have greater resources than ours.
Such corporations could outbid us for potential projects or produce minerals at
lower costs which would have a negative effect on our operations.

The recent weakening of economic conditions in the U.S. and
around the world could have harmful effects on our ability to raise money to
fund our planned operations, which could cause us to be unable to recommence
conducting exploration programs. If this happens, we would likely go out of
business and investors will lose their entire investment.

Selling common shares of our company to fund our operations has
become increasingly difficult. We believe that recent decreases in value of the
common shares of many companies worldwide has most likely caused or exacerbated
this problem. If we are not able to sell enough of our shares to meet our
financial needs, we will have to consider borrowing the money we need. A
tightening of credit conditions has also been experienced in the economy
recently. Because of the recent credit crisis, it is possible that we would not
be able to borrow adequate amounts to fund our operations on terms and at rates
of interest we find acceptable and in the best interests of our company.

We do not expect that the difficult economic conditions are
likely to improve significantly in the near future. Further deterioration of the
economy, and even consumer fear that the economy will deteriorate further could
intensify the adverse effects of these difficult market conditions.

If we are unable to obtain the amount of money that we need to
fund our operations, then we will likely go out of business and investors will
lose their entire investment in our company.

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7

Risks Associated with our Company

Because we may never earn revenues from our operations, our
business may fail and then investors may lose all of their investment in our
company.

We have no history of revenues from operations. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. Our company has a limited operating history and is in the
exploration stage. The success of our company is significantly dependent on the
uncertain events of the discovery and exploitation of mineral reserves on our
properties or selling the rights to exploit those mineral reserves. If our
business plan is not successful and we are not able to operate profitably, then
our stock may become worthless and investors may lose all of their investment in
our company.

Prior to completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from the
exploration of our mineral claims in the future, we will not be able to earn
profits or continue operations. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we can
provide no assurance that we will generate any revenues or ever achieve
profitability. If we are unsuccessful in addressing these risks, our business
will fail and investors may lose all of their investment in our company.

We have a history of losses and have a deficit, which raises
substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our incorporation and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from inception (March 23, 2006) to July 31, 2009 was $19,994,488.  We had cash in the amount of $31,756 as of July 31, 2009 which is not expected to meet our planned cash requirements for the ensuing year. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended July 31, 2009. Our audited financial statements for the year ended July 31, 2009 don’t include adjustments for this uncertainty. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

Our Controls and Procedures are not effective, which could
cause us to make inaccurate or late filings and for public trading of our shares
to cease.

Our disclosure controls and procedures are not effective.
Without effective disclosure controls and other procedures, the information that
is required to be disclosed in our company's reports filed with the SEC may not
be recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. If we fail to file our required filings
in an accurate and timely manner, the Financial Industry Regulatory Authority
(FINRA) may determine that our company no longer meets the listing requirements
for the OTC Bulletin Board and remove our company from the OTC Bulletin Board
quotations. If this happens, then market makers would no longer be able to enter
quotations for our common shares through the OTC Bulletin Board and shareholders
would likely be unable to sell their shares in the common stock of our company.
This would cause them to lose their entire investment in our company.

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8

Risks Associated with our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our Shareholders to resell their shares.

Our common stock is 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 stock 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.

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 stock.

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 stock, 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.

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9

ITEM 2. PROPERTIES

Executive Offices

Our executive and head office is located at 720 - 999 West
Broadway, Vancouver, BC, Canada V5Z 1K5. We pay CDN $2,058.35per month for
rental of our principal office which consists of 900 square feet. Our landlord
is MPS Executive Suites. We have prepaid our rent through February 2010.

Mineral Properties

We currently hold a 100% undivided interest in 4 located lode
mining claims covering approximately 60 acres in Montrose County Colorado. These
claims are not currently material to our company. We have no current exploration
program planned for these claims. Due to the decrease in uranium prices to
levels below the cost of anticipated production, we have put the planned
exploration program on hold until uranium prices rise to a higher and
sustainable level.

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.

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

None.

PART II

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

Market information

Our common stock is 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 stock as an indication of its future price
performance. The last sale price of our common stock on October 28, 2009, was
$0.04 per share.

Quarter Ended
    Bid High
    Bid LowJuly 31, 2009
    $0.06
    $0.04April 30, 2009
    $0.08
    $0.04January 31, 2009
    $0.08
    $0.03October 31, 2008
    $0.19
    $0.03July 31, 2008
    $0.60
    $0.09April 30, 2008
    $0.83
    $0.35January 31, 2008
    $1.94
    $0.56October 31, 2007
    $2.35
    $1.25


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10

Transfer Agent

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

Holders of Common Stock

As of October 28, 2009, there were 116 holders of record of our
common stock. As of such date, 55,451,425 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 stock in the
foreseeable future.

Securities authorized for issuance under equity
compensation plans.

Equity Compensation Plans

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

| | (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, 2009:

Plan
      Category
      Number of securities to be issued
      upon exercise of outstanding options,
      warrants and rights
      Weighted average exercise
      price of outstanding options, warrants
      and rights
      Number of securities remaining
      available for issuance under equity
      compensation plans (excluding securities
      reflected in column (a))(a)
      (b)
      (c)Equity
      Compensation Plans approved by security holders
    Nil
    N/A
    N/AEquity
      Compensation Plans not approved by security holders
    1,600,000
    $2.25
    3,400,000Total
    1,600,000
    $2.25
    3,400,000


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11

Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities

On August 20, 2009, we issued 4,037,657 shares of our common
stock 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 of
the Company. The directors agreed to forgive the amounts of $67,500 and agreed
to convert the remaining $85,000 to 2,428,571 common shares of the Company.

The 1,609,086 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 2,428,571 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

The following table is a summary of purchases made by or on
behalf of our company or any affiliated purchaser, of shares or other units of
any class of the our equity securities that is registered by the issuer pursuant
to section 12 of the Exchange Act.

Table 1 ISSUER PURCHASES OF EQUITY SECURITIES

(a)
    (b)
    (c)
    (d)Period
    Total Number of
      Shares (or Units) Purchased
    Average Price
      Paid per Share (or Unit)
    Total Number of
      Shares (or Units) Purchased as Part of
      Publicly Announced Plans or Programs
    Maximum Number (or
      Approximate Dollar Value) of Shares (or Units)
      that May Yet Be Purchased Under the Plans
      or ProgramsNot Applicable


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 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.

We are an exploration stage company. We have commenced very
limited operations and we currently have no business revenue. 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.

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12

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

We are currently looking for exploration opportunities in
precious metals. Our board members are experienced in precious metals
exploration and they believe that this is the right direction for our company at
this time.

Liquidity and Capital Resources

Our financial condition for the12 months ended July 31, 2009
and July 31, 2008 and the changes between those periods for the respective items
are summarized as follows:

Working Capital

|                             |   | July 31, 2009 |   |   | July 31, 2008 | 
|---------------------------- | - | ------------- | - | - | ------------- | 
|Current Assets               | $ | 48,020        |   | $ | 723,497       | 
|Current
      Liabilities    |   | 306,587       |   |   | 165,181       | 
|Working Capital (deficiency) | $ | (258,567      | ) | $ | 558,316       | 

The decrease  in our working capital was primarily the result
of meeting our obligations to pay for our operating expenses during the year
ended July 31, 2009.

Cash Flows

12 months
    
    
    12 monthsended
    
    
    endedJuly 31,
    
    
    July 31,2009
    
    
    2008Cash flow used in operating
      activities
    $
    (794,002
    )
    
    (2,620,167
    )Cash
      flow used in investing activities
    
    174,305
    
    
    (1,426,707
    )Cash provided by financing activities
    
    -
    
    
    -Net
     decrease in cash
    $
    (619,697
    )
    
    (4,046,874
    )


Cash Used in Operating Activities

During the year ended July 31, 2009 we used net cash in operating
  activities in the amount of $794,002 compared to $2,620,167 for the year ended
  July 31, 2008. The cash used in the year is primarily represented by mineral
  property expenditures, general administrative expenses such as travel and fees
  paid to our President and consultants, as well as professional fees paid in
  legal and audit.

Cash Used in Investing Activities

During the year ended July 31, 2009 the net cash provided in
  investing activities was $174,305 compared to $1,426,707 net cash used for the
  same period in 2008. We received a reclamation bond refund and did not pay mineral
  exploration expenses during the year as we have dropped the Juniper Ridge project.
  For the same period of 2008, we incur and paid a total of $1,296,307 in mineral
  exploration expenses and advances, and $130,400 in reclamation bond.

Cash Provided by Financing Activities

During the years ended July 31, 2009 and 2008, the net cash
provided by financing activities was $Nil.

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13

Cash Requirements

We are an Exploration Stage company, as defined by Financial
Accounting Standards Board (FASB) Statement No.7 and Securities and Exchange
Commission (SEC) Industry Guide 7. Our principle business is the acquisition
and exploration of mineral property interests in the United States. We presently
have 4 immaterial mining claims only. These statements have been prepared on a
going concern basis, which implies that our company will continue to meet its
obligations and continue its operations for the next fiscal year. Realization
values may be substantially different from carrying values as shown and 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 our company be unable to continue as a going concern.
As at July 31, 2009, our company has not generated revenues and has accumulated
losses of $19,994,488, since inception. 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
continue operations, and the attainment of profitable operations. These factors
raise substantial doubt regarding our companys ability to continue as a going
concern. To mitigate this risk, management plans to obtain additional equity
financing if possible, or to curtail operations, thereby conserving cash
resources.

We estimate that our total monthly expenses are approximately
$30,000.

Current Status of Exploration Projects

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

We are currently looking for exploration opportunities in
precious metals. Our board members are experienced in precious metals
exploration and they believe that this is the right direction for our company at
this time.

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, 2009.

Revenues

We are presently in the exploration stage of our business, have
not earned any revenues to date, and do not anticipate earning revenues, if
ever, until such time as we discover commercially extractable quantities of
uranium and enter into commercial production of our current claims, or any other
mineral property we may acquire from time to time, under a joint venture
agreement or other arrangement.

Expenses

Our expenses for the 12 months ended July 31, 2009 and 2008
were as follows:

|                                      |   | 12 Months Ended July 31 | 
|------------------------------------- | - | ----------------------- | 
|                                      |   | 2009                    | 
|Consulting fees                       | $ | 98,266                  | 
|General and administrative            |   | 126,209                 | 
|Impairment of mineral interests       |   | 1,324,417               | 
|Investor relations and communications |   | 1,129                   | 
|Management fees                       |   | 790,062                 | 
|Mineral property interests            |   | 308,601                 | 
|Professional fees                     |   | 212,417                 | 
|Total expenses                        | $ | 2,861,101               | 

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14

Consulting fees and Management fees

Consulting and management fees represent fees paid for services
provided by our officers and directors as well as our consultants and the fair
values of stock option expenses. The increase in consulting fees the fiscal year
ended July 31, 2009 was due to the fact that we hired a financial consultant in
August 2008. A decrease in management fee during the year was primarily due to
the departure of a director of the Company during the year, therefore the stock
options related to this individual were forfeited and cancelled and the related
expense was not recorded since the departure date. Management continues to
manage these costs with respect to consulting and management fees to insure that
we are maximizing its resources.

General and administrative expense

General and administration expense which includes office rent
  and supplies, office services and travel, increased by 40% in the fiscal year
  ended July 31, 2009 when compared to prior year due to the Company occupying
  office space for a full year in the current year.

Impairment of mineral interests expenses

We decided to terminate the agreements related to the Juniper
Ridge project and the Uravan-Beck project because we believe that any potential
uranium deposits that might be discovered on the properties 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 properties is low. In addition, we currently do not have
sufficient cash on hand to continue the 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.

Our Management 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. Consequently, the carrying value of
  the mineral interests has been written off to $nil at April 30, 2009. On May
  15, 2009, we formally terminated our master option agreement with American Nuclear
  Fuels as well as six lease and option agreements with individual claimholders
  regarding the Uravan-Beck Project.

Mineral property interests

During the fiscal year ended July 31, 2009, our expenses
associated with mineral property interests decreased by 73% when compared to
prior year because we managed our limited financial resources and terminated the
agreements with regard to the mineral properties.

Professional fees

Professional fees include legal, accounting and audit expenses
  associated with keeping the company in good standing with regulatory authorities.
  In the fiscal year ended July 31, 2009, we incurred 39% less expense for the
  fiscal year ended July 31, 2008. The decrease in the periods is primarily due
  to The fact that the Company did not have any acquisition activity during the
  year and therefore reduced legal costs.

Going Concern

The audited financial statements accompanying this report 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 $19,994,488 as of July 31, 2009. 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.

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15

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, 2009, 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 September 2006, FASB issued SFAS No. 157, Fair Value
Measurements. Among other requirements, SFAS 157 defines fair value and
establishes a framework for measuring fair value and also expands disclosure
about the use of fair value to measure assets and liabilities. SFAS 157 is
effective for fiscal years beginning after November 15, 2007. The adoption of
SFAS 157 did not have an impact on the Companys consolidated balance sheets or
statements of operations.

In February 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115.
This statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No. 159
apply only to entities that elect the fair value option. However, the amendment
to SFAS No. 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available-for-sale and trading
securities. SFAS No. 159 is effective as of the beginning of an entitys first
fiscal year that begins after November 15, 2007. The adoption of this statement
did not have a material effect on the Companys reported financial position or
results of operations. .

In December 2007, the FASB issued SFAS 141R Business
Combinations which will replace FAS 141 and applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. An entity
may not apply it before the effective date. The adoption of this statement is
not expected to have a material effect on the Companys future reported
financial position or results of operations.

In December 2007, the FASB also issued SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements, an amendment
of ARB 51. SFAS No. 160 will change the accounting and reporting for
minority interests, which will be re-characterized as non-controlling interests
and classified as a component of equity. SFAS No. 160 requires retroactive
adoption of the presentation and disclosure requirements for existing minority
interests. SFAS No. 160 is effective for fiscal years beginning on or after
December 15, 2008 and interim periods within those fiscal years. The adoption of
this statement is not expected to have a material effect on the Companys future
reported financial position or results of operations.

---

16

In March 2008, the FASB issued SFAS 161 Disclosures about
Derivative Instruments and Hedging Activities  an amendment of SFAS 133.
This Statement requires enhanced disclosures about an entitys derivative and
hedging activities and thereby improves the transparency of financial reporting.
This Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The adoption of this
statement did not have a material effect on the Companys future reported
financial position or results of operations.

In April 2008, the FASB issued FSP No. 142-3, Determination of
the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the
factors an entity should consider in developing renewal or extension assumptions
used in determining the useful life of recognized intangible assets under FASB
Statement No. 142, Goodwill and Other Intangible Assets. This new guidance
applies prospectively to intangible assets that are acquired individually or
with a group of other assets in business combinations and asset acquisitions.
FSP 142-3 is effective for financial statements issued for fiscal years and
interim periods beginning after December 15, 2008. Early adoption is prohibited.
The implementation of FSP 142-3 is not expected to have a material impact on the
Companys financial statements.

In May 2008, FASB issued FASB Staff Position (FSP) APB 14-1,
Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1
clarifies that convertible debt instruments that may be settled in cash upon
either mandatory or optional conversion (including partial cash settlement) are
not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible
Debt and Debt issued with Stock Purchase Warrants. Additionally, FSP APB 14-1
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entitys
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The implementation of APB 14-1 is not expected to have a
material impact on the Companys financial statements.

In May 2009, the FASB issued SFAS No. 165 Subsequent Events
(SFAS 165). SFAS 165 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. SFAS 165 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. SFAS 165 is effective for interim or
annual financial periods ending after June 15, 2009 and is applied
prospectively. The Company has evaluated subsequent events through October 28,
2009 which represents the date on which the financial statements were issued.

In June 2009, the FASB issued SFAS No.168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards Codification (Codification), which officially launched July 1,
2009, to become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new
standards will be in the form of Accounting Standards Updates that will be
included in the Codification. Generally, the Codification is not expected to
change U.S. GAAP. All other accounting literature excluded from the Codification
will be considered non-authoritative. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company is currently evaluating the effect on its financial statement
disclosures as all future references to authoritative accounting literature will
be references in accordance with the Codification.

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17

Application of Critical Accounting Policies

The financial statements of our company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

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

Mineral Property and Exploration Costs

Exploration costs are expensed as incurred. Development costs
are expensed until it has been established that a mineral deposit is
commercially mineable and a production decision has been made by our company to
implement a mining plan and develop a mine, at which point the costs
subsequently incurred to develop the mine on the property prior to the start of
mining operations are capitalized.

Our company capitalizes the cost of acquiring mineral property
interests, including undeveloped mineral property interests, until the viability
of the mineral interest is determined. Capitalized acquisition costs are
expensed if it is determined that the mineral property has no future economic
value. Exploration stage mineral interests represent interests in properties
that are believed to potentially contain (i) other mineralized material such as
measured, indicated or inferred resources with insufficient drill hole spacing
to qualify as proven and probable mineral reserves and (ii) other mine-related
or greenfield exploration potential that are not an immediate part of measured
or indicated resources. Mineral rights are generally enforceable regardless of
whether proven and probable reserves have been established.

Capitalized amounts (including capitalized development costs)
are also written down if future cash flows, including potential sales proceeds,
related to the mineral property are estimated to be less than the propertys
total carrying value. Management of our company reviews the carrying value of
each mineral property periodically, and whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.
Reductions in the carrying value of a property would be recorded to the extent
that the total carrying value of the mineral property exceeds its estimated fair
value.

At July 31, 2008, we made the decision to write down our investment in the Juniper Ridge property to $1.00 due to management’s projected mid and long term uranium market pricing which we believe will be below the cost of development and extraction on these properties. At December 29, 2008, we terminated our joint venture with Strathmore Minerals, Corp and as such we have written off our investment and receivable/prepayment with respect to the Juniper Ridge property and we wrote off the net book value of $1.00 on the property for the fiscal year ended July 31, 2009. We decided to terminate the agreements related to the Uravan-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. We do not believe that we would be able to raise the money that we require on acceptable terms. We also believe 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. Our management 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, we formally terminated its master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Uravan-Beck Project. Consequently, the carrying value of the mineral interests has been written off to $nil at July 31, 2009.

---

18

Asset Retirement Obligations

In accordance with Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair
value of an asset retirement cost, and corresponding liability, should be
recorded as part of the cost of the related long-lived asset and subsequently
allocated to expense using a systematic and rational method. Our company will
record an asset retirement obligation to reflect its legal obligations related
to future abandonment of its mineral interests using estimated expected cash
flow associated with the obligation and discounting the amount using a
credit-adjusted, risk-free interest rate. At least annually, our company will
reassess the obligation to determine whether a change in any estimated
obligation is necessary. Our company will evaluate whether there are indicators
that suggest the estimated cash flows underlying the obligation have materially
changed. Should those indicators suggest the estimated obligation has materially
changed; our company will accordingly update its assessment. As of July 31,
2009, we had not undertaken major drilling activity on our properties and had
not incurred significant reclamation obligations. As such, no asset retirement
obligation accrual was made in the July 31, 2009 and July 31, 2008 financial
statements.

Stock-based Compensation

Management has made significant assumptions and estimates
determining the fair market value of stock-based compensation granted to
employees and non-employees. These estimates have an effect on the stock-based
compensation expense recognized and the additional paid-in capital and share
capital balances on our companys Balance Sheet. The value of each option award
is estimated on the date of grant using the Black-Scholes option-pricing model.
For non-employees, such amount is revalued on a quarterly basis. To date,
substantially all of our stock option grants have been to directors and
employees. Increases in our share price will likely result in increased stock
option compensation expense. The Black-Scholes option-pricing model requires the
input of subjective assumptions, including the expected term of the option award
and stock price volatility. The expected term of options granted for the
purposes of the Black-Scholes calculation is the term of the award since all
grants are to non-employees. Because our company has only recently become a
mineral exploration company, the expected volatility is based on comparable
junior mineral exploration companies who granted similar term options. These
estimates involve inherent uncertainties and the application of management
judgment.

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.

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.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

---

19

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

|Report
      of Independent Registered Public Accounting firms
|--------------------------------------------------------------
|Balance
      Sheets                                          
|Statements
      of Operations                                
|Statements
      of Stockholders Equity (Capital Deficit)    
|Statements
      of Cash Flows                                
|Notes
      to the Financial Statements                       

---

20









YELLOWCAKE MINING INC.
  (An Exploration
  Stage Company)

FINANCIAL STATEMENTS

(Expressed in United States Dollars)

July 31, 2009





---

|                      | BDO Dunwoody LLP                    | 600 Cathedral Place     
|--------------------- | ----------------------------------- | ------------------------
|Chartered Accountants | 925 West Georgia Street            
|                      | Vancouver, BC, Canada V6C
      3L2
|                      | Telephone: (604) 688-5421          
|                      |                                     | Telefax: (604) 688-5132 
|                      |                                     | E-mail: vancouver@bdo.ca
|                      |                                     | www.bdo.ca              

|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 sheets of Yellowcake
  Mining Inc. (An Exploration Stage Company) as of July 31, 2009 and 2008, and the
  related statements of operations, cash flows and changes in stockholders
  equity(capital deficit) for the years then ended and for the period from
  inception (March 23, 2006) to July 31, 2009. These financial statements are the
  responsibility of the Companys management. Our responsibility is to express an
  opinion on these financial statements based on our audits.

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

In our opinion, based on our audits, the financial statements
  referred to above present fairly, in all material respects, the financial
  position of Yellowcake Mining Inc. at July 31, 2009 and 2008, and the results of
  its operations and its cash flows for the years then ended and for the period
  from inception (March 23, 2006) to July 31, 2009, 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.

(signed) BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada 
  October 28, 2009

BDODunwoodyLLPisa Limited
  LiabilityPartnershipregisteredinOntario

---

YELLOWCAKE MINING INC.(An Exploration
  Stage Company) 
  BALANCE SHEETS 
  (Expressed in US dollars)

|                                                                               |   | July 31, 2009 |   |   | July 31, 2008 |  
|------------------------------------------------------------------------------ | - | ------------- | - | - | ------------- | -
|                                                                               |   |               |   |   |               |  
|ASSETS                                                                         |   |               |   |   |               |  
|                                                                               |   |               |   |   |               |  
|Current                                                                        |   |               |   |   |               |  
|Cash                                                                           | $ | 31,756        |   | $ | 651,453       |  
|Receivables                                                                    |   | -             |   |   | 65,000        |  
|Prepaid expenses                                                               |   | 16,264        |   |   | 7,044         |  
|                                                                               |   |               |   |   |               |  
|Total current assets                                                           |   | 48,020        |   |   | 723,497       |  
|                                                                               |   |               |   |   |               |  
|Exploration advances                                                           |   | -             |   |   | 107,114       |  
|Office equipment                                                               |   | 809           |   |   | -             |  
|Mineral rights (Note 3)                                                        |   | -             |   |   | 1,324,417     |  
|Reclamation bonds (Note 10)                                                    |   | 62,400        |   |   | 130,400       |  
|                                                                               |   |               |   |   |               |  
|Total assets                                                                   | $ | 111,229       |   | $ | 2,285,428     |  
|                                                                               |   |               |   |   |               |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (CAPITAL                            |   |               |   |   |               |  
|DEFICIT)                                                                       |   |               |   |   |               |  
|                                                                               |   |               |   |   |               |  
|Current Liabilities                                                            |   |               |   |   |               |  
|Accounts payable
      and accrued liabilities                                 | $ | 306,587       |   | $ | 165,181       |  
|                                                                               |   |               |   |   |               |  
|Stockholders Equity (Capital Deficit)                                         |   |               |   |   |               |  
|Common stock, 750,000,000 shares
      authorized with a par value of          |   |               |   |   |               |  
|$0.001 (issued: July 31, 2009 and 2008 - 51,413,768)                           |   | 51,414        |   |   | 51,414        |  
|Additional paid-in capital                                                     |   | 19,747,716    |   |   | 19,206,994    |  
|Deficit
      accumulated during the exploration stage                         |   | (19,994,488   | ) |   | (17,138,161   | )
|                                                                               |   |               |   |   |               |  
|Total stockholders equity
      (capital deficit)                             |   | (195,358      | ) |   | 2,120,247     |  
|                                                                               |   |               |   |   |               |  
|Total liabilities and stockholders equity (capital
      deficit)             | $ | 111,229       |   | $ | 2,285,428     |  
|                                                                               |   |               |   |   |               |  
|                                                                               |   |               |   |   |               |  
|                                                                               |   |               |   |   |               |  
|Nature of operations and ability to
      continue as a going concern (Note 1) |   |               |   |   |               |  
|Commitments (Note 8)                                                           |   |               |   |   |               |  
|Subsequent Events (Note 11)                                                    |   |               |   |   |               |  

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

F-1

---

YELLOWCAKE MINING INC.(An Exploration
  Stage Company) 
  STATEMENTS OF OPERATIONS 
  (Expressed in US dollars)

|                                               |   | Year
      Ended |   |   | Year
      Ended |   |   | Inception     |  
|---------------------------------------------- | - | ---------------- | - | - | ---------------- | - | - | ------------- | -
|                                               |   | July 31,         |   |   | July 31,         |   |   | (March 23,    |  
|                                               |   | 2009             |   |   | 2008             |   |   | 2006) to July |  
|                                               |   |                  |   |   |                  |   |   | 31, 2009      |  
|                                               |   |                  |   |   |                  |   |   |               |  
|                                               |   |                  |   |   |                  |   |   |               |  
|Expenses                                       |   |                  |   |   |                  |   |   |               |  
|Consulting
      fees (Note 4)                 | $ | 98,266           |   | $ | 28,050           |   | $ | 473,218       |  
|General and administrative                     |   | 126,209          |   |   | 89,816           |   |   | 297,246       |  
|Impairment
      of mineral interests (Note 3) |   | 1,324,417        |   |   | 10,357,142       |   |   | 11,681,559    |  
|Investor relations and communication           |   | 1,129            |   |   | 104,342          |   |   | 208,877       |  
|Management
      fees (Notes 4 and 5)          |   | 790,062          |   |   | 1,050,873        |   |   | 3,912,217     |  
|Mineral property expenditures (Note 3)         |   | 308,601          |   |   | 1,124,316        |   |   | 2,098,338     |  
|Financing
      costs                          |   | -                |   |   | -                |   |   | 709,200       |  
|Professional fees                              |   | 212,417          |   |   | 348,142          |   |   | 753,712       |  
|                                               |   |                  |   |   |                  |   |   |               |  
|Loss before undernoted item                    |   | (2,861,101       | ) |   | (13,102,681      | ) |   | (20,134,367   | )
|Interest income                                |   | 4,774            |   |   | 95,188           |   |   | 139,879       |  
|                                               |   |                  |   |   |                  |   |   |               |  
|Net Loss                                       | $ | (2,856,327       | ) | $ | (13,007,493      | ) | $ | (19,994,488   | )
|                                               |   |                  |   |   |                  |   |   |               |  
|Basic and
      diluted loss per share         | $ | (0.06            | ) | $ | (0.25            | ) |   |               |  
|                                               |   |                  |   |   |                  |   |   |               |  
|Weighted average number of shares              |   |                  |   |   |                  |   |   |               |  
|outstanding                                    |   | 51,413,768       |   |   | 51,052,283       |   |   |               |  

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

F-2

---

YELLOWCAKE MINING INC.(An Exploration
  Stage Company) 
  STATEMENTS OF CASH FLOWS 
  (Expressed in US dollars)

|                                               |   |               |   |   |               |   |   | Inception   |  
|---------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ----------- | -
|                                               |   | Year ended    |   |   | Year ended    |   |   | (March 23,  |  
|                                               |   | July 31, 2009 |   |   | July 31, 2008 |   |   | 2006) to    |  
|                                               |   |               |   |   |               |   |   | July 31,    |  
|                                               |   |               |   |   |               |   |   | 2009        |  
|                                               |   |               |   |   |               |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES           |   |               |   |   |               |   |   |             |  
|Net loss                                       | $ | (2,856,327    | ) | $ | (13,007,493   | ) | $ | (19,994,488 | )
|Items not affecting cash:                      |   |               |   |   |               |   |   |             |  
|Stock-based compensation                       |   | 540,722       |   |   | 787,828       |   |   | 3,699,269   |  
|Write off of mineral
      interests           |   | 1,324,417     |   |   | 10,357,142    |   |   | 11,681,559  |  
|Changes in assets and
      liabilities:       |   |               |   |   |               |   |   |             |  
|Receivables                                    |   | 65,000        |   |   | (62,511       | ) |   | -           |  
|Prepaid
      expenses                         |   | (9,220        | ) |   | 63,126        |   |   | (16,264     | )
|Due to Strathmore
      Minerals Corp.         |   | -             |   |   | (90,421       | ) |   | -           |  
|Accounts
      payable and accrued liabilities |   | 141,406       |   |   | (667,838      | ) |   | 306,587     |  
|Net cash used in operating activities          |   | (794,002      | ) |   | (2,620,167    | ) |   | (4,323,337  | )
|                                               |   |               |   |   |               |   |   |             |  
|CASH FLOWS FROM FINANCING ACTIVITIES           |   |               |   |   |               |   |   |             |  
|Proceeds from issuance of
      capital stock  |   | -             |   |   | -             |   |   | 5,707,495   |  
|Net cash provided by financing activities      |   | -             |   |   | -             |   |   | 5,707,495   |  
|                                               |   |               |   |   |               |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES           |   |               |   |   |               |   |   |             |  
|Acquisition of office
      equipment          |   | (809          | ) |   | -             |   |   | (809        | )
|Exploration advances                           |   | 107,114       |   |   | (107,114      | ) |   | -           |  
|Reclamation bond                               |   | 68,000        |   |   | (130,400      | ) |   | (62,400     | )
|Acquisition of mineral rights                  |   | -             |   |   | (1,189,193    | ) |   | (1,289,193  | )
|Net cash provided by (used in)
      investing |   | 174,305       |   |   | (1,426,707    | ) |   | (1,352,402  | )
|activities                                     |   |               |   |   |               |   |   |             |  
|                                               |   |               |   |   |               |   |   |             |  
|Change in cash, during the period              |   | (619,697      | ) |   | (4,046,874    | ) |   | 31,756      |  
|Cash, beginning of period                      |   | 651,453       |   |   | 4,698,327     |   |   | -           |  
|                                               |   |               |   |   |               |   |   |             |  
|Cash, end of period                            | $ | 31,756        |   | $ | 651,453       |   | $ | 31,756      |  
|                                               |   |               |   |   |               |   |   |             |  
|Cash paid for interest during the period       | $ | -             |   | $ | -             |   |   |             |  
|                                               |   |               |   |   |               |   |   |             |  
|Cash paid for income taxes during the period   | $ | -             |   | $ | -             |   |   |             |  

Supplemental Disclosure with respect to Cash Flows (Note 8)

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

F-3

---

YELLOWCAKE MINING INC.(An Exploration
  Stage Company) 
  STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (CAPITAL
  DEFICIT) 
  For the Period from March 23, 2006 (Date of Inception) to July 31,
  2009 
  (Expressed in US dollars)

Number ofcommonshares
      
      
      ParValue
      
      
      AdditionalPaid-inCapital
      
      
      DeficitAccumulatedduring theExplorationStage
      
      
      TotalStockholdersEquity(CapitalDeficit)Balance, March 23, 2006(date of inception)
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Shares issued:Initial capitalization
      
      60,000,000
      
      
      60,000
      
      
      (58,000
      )
      
      -
      
      
      2,000Private placement
      
      31,800,000
      
      
      31,800
      
      
      21,200
      
      
      -
      
      
      53,000Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      (9,134
      )
      
      (9,134
      )Balance, July 31, 2006
      
      91,800,000
      
      
      91,800
      
      
      (36,800
      )
      
      (9,134
      )
      
      45,866Shares issued:Private placements
      
      6,131,625
      
      
      6,132
      
      
      5,903,868
      
      
      -
      
      
      5,910,000Acquisition of
        mineral rights
      
      9,000,000
      
      
      9,000
      
      
      10,148,143
      
      
      -
      
      
      10,157,143Shares returned to
        treasury
      
      (56,000,000
      )
      
      (56,000
      )
      
      56,000
      
      
      -
      
      
      -Share issue costs
      
      -
      
      
      -
      
      
      (257,505
      )
      
      -
      
      
      (257,505
      )Stock-based
        compensation
      
      -
      
      
      -
      
      
      2,370,719
      
      
      -
      
      
      2,370,719Net 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
      )
      
      14,104,689Shares issued:Acquisition of mineral rights
      
      482,143
      
      
      482
      
      
      234,741
      
      
      -
      
      
      235,223Stock-based
        compensation
      
      -
      
      
      -
      
      
      787,828
      
      
      -
      
      
      787,828Net 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
      )
      
      2,120,247Stock-based compensation
        (Note 4)
      
      -
      
      
      -
      
      
      540,722
      
      
      -
      
      
      540,722Net 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
      )


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

F-4

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL
  STATEMENTS 
  July 31, 2009 (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 Statement of Financial
      Accounting Standard (SFAS) 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. The Company has not generated revenues and has accumulated
      losses of $19,994,488 since inception 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.   

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (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 SFAS No. 128, Earnings per Share. SFAS No. 128 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, 2009,
      potentially dilutive common shares relating to options and warrants
      outstanding totalling 1,600,000 (2008  5,055,000) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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
      Statements of Financial Accounting Standards 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 and 2008, 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, 2009,
      the Company recognized an impairment of $1,324,417 in respect of one of
      its mineral properties (2008 - $10,357,142).                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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 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-6

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Income Taxes - continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On August 1, 2007, the Company adopted 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 FIN 48. If 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 FIN 48 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 FIN 48 on
      the Companys financial statements as of August 1, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company records stock-based compensation in
      accordance with SFAS No. 123R Accounting for Stock- based Compensation
      (SFAS 123R), 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 SAFS 123R, the Company
      did not issue any compensation awards.                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements.The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement did not have a material effect on
      the Companys reported financial position or results of
      operations.                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In February 2007, the Financial Accounting Standards
      Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial
        Assets and Financial Liabilities  Including an Amendment of FASB
        Statement No. 115. This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value.
      Most of the provisions of SFAS No. 159 apply only to entities that elect
      the fair value option. However, the amendment to SFAS No. 115
      Accounting for Certain Investments in Debt and Equity Securities
      applies to all entities with available-for-sale and trading securities.
      SFAS No. 159 is effective as of the beginning of an entitys first fiscal
      year that begins after November 15, 2007. The adoption of this statement
      did not have a material effect on the Companys reported financial
      position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2007, the FASB issued SFAS 141R Business
      Combinations which will replace FAS 141 and applies prospectively to
      business combinations for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after
      December 15, 2008. An entity may not apply it before the effective date.
      The adoption of this statement is not expected to have a material effect
      on the Companys future reported financial position or results of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                             

F-7

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Recent Accounting Pronouncements -
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In December 2007, the FASB also issued SFAS No. 160,
      Non-controlling Interests in Consolidated Financial Statements, an
      amendment of ARB 51. SFAS No. 160 will change the accounting and
      reporting for minority interests, which will be re-characterized as
      non-controlling interests and classified as a component of equity. SFAS
      No. 160 requires retroactive adoption of the presentation and disclosure
      requirements for existing minority interests. SFAS No. 160 is effective
      for fiscal years beginning on or after December 15, 2008 and interim
      periods within those fiscal years. The adoption of this statement is not
      expected to have a material effect on the Companys future reported
      financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In March 2008, the FASB issued SFAS 161 Disclosures
      about Derivative Instruments and Hedging Activities  an amendment of SFAS
      133. This Statement requires enhanced disclosures about an entitys
      derivative and hedging activities and thereby improves the transparency of
      financial reporting. This Statement is effective for financial statements
      issued for fiscal years and interim periods beginning after November 15,
      2008, with early application encouraged. This Statement encourages, but
      does not require, comparative disclosures for earlier periods at initial
      adoption. The adoption of this statement did not have a material effect on
      the Companys future reported financial position or results of
      operations.                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In April 2008, the FASB issued FSP No. 142-3,
      Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP
      142-3 amends the factors an entity should consider in developing renewal
      or extension assumptions used in determining the useful life of recognized
      intangible assets under FASB Statement No. 142, Goodwill and Other
      Intangible Assets. This new guidance applies prospectively to intangible
      assets that are acquired individually or with a group of other assets in
      business combinations and asset acquisitions. FSP 142- 3 is effective for
      financial statements issued for fiscal years and interim periods beginning
      after December 15, 2008. Early adoption is prohibited. The implementation
      of FSP 142-3 is not expected to have a material impact on the Companys
      financial statements.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In May 2008, FASB issued FASB Staff Position (FSP) APB
      14-1, Accounting for Convertible Debt Instruments That May Be Settled in
      Cash upon Conversion (Including Partial Cash Settlement) (FSP APB
      14-1). FSP APB 14-1 clarifies that convertible debt instruments that may
      be settled in cash upon either mandatory or optional conversion (including
      partial cash settlement) are not addressed by paragraph 12 of APB Opinion
      No. 14, Accounting for Convertible Debt and Debt issued with Stock
      Purchase Warrants. Additionally, FSP APB 14-1 specifies that issuers of
      such instruments should separately account for the liability and equity
      components in a manner that will reflect the entitys nonconvertible debt
      borrowing rate when interest cost is recognized in subsequent periods. FSP
      APB 14-1 is effective for financial statements issued for fiscal years
      beginning after December 15, 2008, and interim periods within those fiscal
      years. The implementation of APB 14-1 is not expected to have a material
      impact on the Companys financial statements.

F-8

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Recent Accounting Pronouncements 
      Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2009, the FASB issued SFAS No. 165 Subsequent
      Events (SFAS 165). SFAS 165 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. SFAS
      165 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.
      SFAS 165 is effective for interim or annual financial periods ending after
      June 15, 2009 and is applied prospectively. The Company has evaluated
      subsequent events through October 28, 2009 which represents the date on
      which the financial statements were issued.                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In June 2009, the FASB issued SFAS No.168, The FASB
      Accounting Standards Codification and the Hierarchy of Generally Accepted
      Accounting Principles (SFAS 168). SFAS 168 establishes the FASB
      Accounting Standards Codification (Codification), which officially
      launched July 1, 2009, to become the source of authoritative U.S.
      generally accepted accounting principles (GAAP) recognized by the FASB
      to be applied by nongovernmental entities. Rules and interpretive releases
      of the Securities and Exchange Commission (SEC) under authority of
      federal securities laws are also sources of authoritative U.S. GAAP for
      SEC registrants. The subsequent issuances of new standards will be in the
      form of Accounting Standards Updates that will be included in the
      Codification. Generally, the Codification is not expected to change U.S.
      GAAP. All other accounting literature excluded from the Codification will
      be considered non- authoritative. SFAS 168 is effective for financial
      statements issued for interim and annual periods ending after September
      15, 2009. The Company is currently evaluating the effect on its financial
      statement disclosures as all future references to authoritative accounting
      literature will be references in accordance with the
      Codification.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

F-9

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|3. | MINERAL RIGHTS  Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 written
      off 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 must 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 must 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| | Date                                      |   | Cash      |  |  | Number of 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        | 

F-10

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|3. | MINERAL RIGHTS  Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Beck  Continued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | *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.
        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 written off to $nil as at July 31,
          2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral rights are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                                   |   | July 31, 2009 |   |   | July 31, 2008 |  
| | --------------------------------- | - | ------------- | - | - | ------------- | -
| |                                   |   |               |   |   |               |  
| |                                   |   |               |   |   |               |  
| | Juniper Ridge:                    |   |               |   |   |               |  
| | Opening balance                   | $ | 1             |   | $ | 10,257,143    |  
| | Option payment                    |   | -             |   |   | 100,000       |  
| |                                   |   | 1             |   |   | 10,357,143    |  
| | Write down of mineral rights      |   | (1            | ) |   | (10,357,142   | )
| | Closing balance                   | $ | -             |   | $ | 1             |  
| |                                   |   |               |   |   |               |  
| | Beck:                             |   |               |   |   |               |  
| | Opening balance                   | $ | 1,324,416     |   | $ | -             |  
| | Option payments                   |   | -             |   |   | 1,089,193     |  
| | Issuance of 482,143 common shares |   | -             |   |   | 235,223       |  
| | Write down of mineral rights      |   | (1,324,416    | ) |   | -             |  
| | Closing balance                   | $ | -             |   | $ | 1,324,416     |  
| |                                   |   |               |   |   |               |  
| | Total                             | $ | -             |   | $ | 1,324,417     |  

F-11

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|**3.** | MINERAL RIGHTS - Continued                                      
|------ | ----------------------------------------------------------------
|       |                                                                 
|       | Mineral properties expenditures
      are summarized as follows:

| |                                      |   |               |   |   |               |  |   | Inception (March   | 
| | ------------------------------------ | - | ------------- | - | - | ------------- |  | - | ------------------ | 
| |                                      |   | Year Ended    |   |   | Year Ended    |  |   | 23, 2006 ) to July | 
| |                                      |   | July 31, 2009 |   |   | July 31, 2008 |  |   | 31, 2009           | 
| |                                      |   |               |   |   |               |  |   |                    | 
| |                                      |   |               |   |   |               |  |   |                    | 
| | Juniper Ridge                        |   |               |   |   |               |  |   |                    | 
| | Claim
      maintenance              | $ | 95,471        |   | $ | 34,798        |  | $ | 154,062            | 
| | Camp and field supplies              |   | -             |   |   | 5,776         |  |   | 12,309             | 
| | Drilling                             |   | (2,540        | ) |   | 70,892        |  |   | 124,309            | 
| | Geological and geophysical           |   | 14,183        |   |   | 248,835       |  |   | 421,936            | 
| | Travel and
      accommodation       |   | -             |   |   | 7,839         |  |   | 11,825             | 
| |                                      |   | 107,114       |   |   | 368,140       |  |   | 724,441            | 
| |                                      |   |               |   |   |               |  |   |                    | 
| | Sky:                                 |   |               |   |   |               |  |   |                    | 
| | Claim
      maintenance              |   | -             |   |   | 6,611         |  |   | 6,611              | 
| | Assaying, testing and analysis       |   | -             |   |   | 12,051        |  |   | 13,063             | 
| | Camp and field
      supplies        |   | -             |   |   | 4,470         |  |   | 19,459             | 
| | Drilling                             |   | -             |   |   | 128,452       |  |   | 319,594            | 
| | Geological and
      geophysical     |   | -             |   |   | 49,754        |  |   | 136,258            | 
| | Travel and accommodation             |   | -             |   |   | 1,029         |  |   | 5,015              | 
| |                                      |   | -             |   |   | 202,367       |  |   | 500,000            | 
| |                                      |   |               |   |   |               |  |   |                    | 
| | Jeep:                                |   |               |   |   |               |  |   |                    | 
| | Claim maintenance                    |   | -             |   |   | 21,979        |  |   | 32,077             | 
| | Assaying,
      testing and analysis |   | -             |   |   | 951           |  |   | 951                | 
| | Camp and field supplies              |   | -             |   |   | 2,229         |  |   | 7,052              | 
| | Drilling                             |   | -             |   |   | 57,946        |  |   | 88,344             | 
| | Geological and geophysical           |   | -             |   |   | 15,428        |  |   | 33,734             | 
| | Travel and
      accommodation       |   | -             |   |   | 1,130         |  |   | 5,116              | 
| |                                      |   | -             |   |   | 99,663        |  |   | 167,274            | 
| |                                      |   |               |   |   |               |  |   |                    | 
| | Beck                                 |   |               |   |   |               |  |   |                    | 
| | Claim
      maintenance              |   | 22,126        |   |   | 86,807        |  |   | 108,933            | 
| | Assaying, testing and analysis       |   | 1,061         |   |   | 6,111         |  |   | 7,172              | 
| | Camp and field
      supplies        |   | 2,126         |   |   | 630           |  |   | 2,756              | 
| | Drilling                             |   | 63,666        |   |   | 45,852        |  |   | 109,518            | 
| | Geological and
      geophysical     |   | 97,472        |   |   | 165,493       |  |   | 262,965            | 
| | Permits                              |   | 566           |   |   | 64,305        |  |   | 64,871             | 
| | Travel and
      accommodation       |   | 14,470        |   |   | 22,058        |  |   | 36,528             | 
| |                                      |   | 201,487       |   |   | 391,256       |  |   | 592,743            | 
| |                                      |   |               |   |   |               |  |   |                    | 
| | Texas Database:                      |   |               |   |   |               |  |   |                    | 
| | Geological and geophysical           |   | -             |   |   | 62,890        |  |   | 113,880            | 
| |                                      |   |               |   |   |               |  |   |                    | 
| |                                      | $ | 308,601       |   | $ | 1,124,316     |  | $ | 2,098,338          | 

F-12

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (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.                                                                                                                                                                                    

F-13

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|4. | COMMON STOCK (continued) 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 SFAS No.123R
  commencing on August 1, 2006. Effective with the adoption of SFAS No.123R, 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, SFAS No. 123R requires companies to utilize an estimated
  forfeiture rate when calculating the expense for the reporting period.

Stock option transactions are
  summarized as follows:

| |                          |  |            |   |   | Weighted       | 
| | ------------------------ |  | ---------- | - | - | -------------- | 
| |                          |  | Number of  |   |   | Average        | 
| |                          |  | Options    |   |   | Exercise Price | 
| |                          |  |            |   |   |                | 
| |                          |  |            |   |   |                | 
| | Balance at July 31, 2007 |  | 2,600,000  |   | $ | 2.71           | 
| | Granted                  |  | 1,000,000  |   |   | 1.20           | 
| | Cancelled/forfeited      |  | (1,500,000 | ) |   | 2.70           | 
| | 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           | 

F-14

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|4. | COMMON STOCK(Continued) Stock Options
      (continued)                              
|-- | -------------------------------------------------------------------------------------
|   |                                                                                      
|   | At July 31, 2009, the following stock options were
      outstanding and exercisable:

Number
        of
      
      
      
      
      Aggregate
      
      
      
      
      
      Number of
      
      
      AggregateOptions
      
      Exercise
      
      
      Intrinsic
      
      
      
      
      
      Options
      
      
      IntrinsicOutstanding
      
      Price
      
      
      Value
      
      
      Expiry Date
      
      
      Exercisable
      
      
      Value1,000,000
      $
      2.70
      
      $
      -
      
      
      March 16, 2012
      
      
      750,000
      
      $
      -100,000
      $
      3.05
      
      $
      -
      
      
      April 13, 2012
      
      
      75,000
      
      $
      -500,000
      $
      1.20
      
      $
      -
      
      
      December 3, 2012
      
      
      250,000
      
      $
      -1,600,000
      
      
      
      $
      -
      
      
      
      
      
      1,075,000
      
      $
      -


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 and 2008 was $Nil. As of July 31, 2009,
  1,075,000 (2008  800,000) outstanding options were vested and exercisable and
  the weighted average exercise price was $2.38 (2008 - $2.25) . The total
  intrinsic value of options exercised during the years ended July 31, 2009 and
  2008 was $Nil.

The following table summarizes
  information regarding the non-vested stock purchase options outstanding as of
  July 31, 2009.

| |                                     |  |                   |   |   | Weighted   | 
| | ----------------------------------- |  | ----------------- | - | - | ---------- | 
| |                                     |  |                   |   |   | Average    | 
| |                                     |  |                   |   |   | Grant-Date | 
| |                                     |  | Number of Options |   |   | Fair Value | 
| | Non-vested options at July 31, 2007 |  | 1,950,000         |   | $ | 2.26       | 
| | Granted                             |  | 1,000,000         |   | $ | 0.57       | 
| | Vested                              |  | (525,000          | ) | $ | 1.08       | 
| | Cancelled/forfeited                 |  | (1,125,000        | ) | $ | 2.19       | 
| |                                     |  |                   |   |   |            | 
| | 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       | 

F-15

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|4. | COMMON STOCK(Continued)                                                                                                                                                                                                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                       
|   | Stock Options (continued)                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                       
|   | At July 31, 2009, there was unamortized compensation
      expense of $114,660 relating to the outstanding unvested options. This
      unrecognized compensation cost is expected to be recognized over a
      weighted-average period of 2.69 years.                                                                               
|   |                                                                                                                                                                                                                                                                                                                                       
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                       
|   | Total stock based compensation recognized during the year
      ended July 31, 2009 in respect of options granted in prior periods was
      $540,722 (2008 - $787,828) which has been recorded in the Statements of
      Operations with corresponding additional paid-in capital recorded in
      stockholders equity as follows:

| |                                        |   |               |   |   |               |   |   | Inception     | 
| | -------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | 
| |                                        |   |               |   |   |               |   |   | (March 23,    | 
| |                                        |   | Year Ended    |   |   | Year Ended    |   |   | 2006) to July | 
| |                                        |   | July 31, 2009 |   |   | July 31, 2008 |   |   | 31, 2009      | 
| |                                        |   |               |   |   |               |   |   |               | 
| | Expenses (recovery):                   |   |               |   |   |               |   |   |               | 
| | Consulting fees                        | $ | (9,340        | ) | $ | (68,160       | ) | $ | 223,137       | 
| | Management fees                        |   | 550,062       |   |   | 855,988       |   |   | 3,476,132     | 
| | Total stock-based compensation expense | $ | 540,722       |   | $ | 787,828       |   | $ | 3,699,269     | 

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

Year EndedJuly 31, 2008Risk-free interest rate
      
      2.69% - 4.59%Expected life of options (years)
      
      3.96 -5.00Expected volatility
      
      119% - 206%Dividend rate
      
      0%


|5. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The Company paid or accrued management fees of $Nil to a
      former officer of the Company (2008 - $40,340) and $240,000 to two
      directors of the Company (2008 - $154,545) during the year ended July 31,
      2009. At July 31, 2009, included in accounts payable and accrued
      liabilities was $152,500 owed to directors for management fees (2008 -
      $10,000). 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-16

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|6. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company's financial instruments consist of cash and
      cash equivalents, accounts receivable, short-term loan, 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | For the year ended July 31, 2009, the Company did not
      have non-cash transactions in investing and financing
      activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | For the year ended July 31, 2008, the Company issued a
      total of 482,143 common shares at a value of $253,223 pursuant to a
      mineral property master option agreement (Note 3).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|8. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company entered into an office lease agreement for a
      one year term that commenced on February 15, 2009 at rent of $2,058 per
      month in Canadian Dollars (Approximately $1,900).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9. | 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 Company will apply for the return of these funds once the
      State has inspected the properties to insure that the Company has
      completed all of the required remediation on site exploration. The Company
      expects to make application early in 2010.

F-17

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|10. | INCOME TAXES                                                                              
|--- | ------------------------------------------------------------------------------------------
|    |                                                                                           
|    | The significant components of the Company's future income
      tax assets are as follows:

| |                                      |   | July 31, 2009 |   |   | July 31, 2008 |  
| | ------------------------------------ | - | ------------- | - | - | ------------- | -
| |                                      |   |               |   |   |               |  
| |                                      |   |               |   |   |               |  
| | Deferred income tax assets:          |   |               |   |   |               |  
| | Non-capital loss carry forwards      | $ | 614,200       |   | $ | 382,000       |  
| | Resource
      expenditures          |   | 4,685,000     |   |   | 4,130,000     |  
| | Valuation
      allowance            |   | (5,299,200    | ) |   | (4,512,000    | )
| |                                      |   |               |   |   |               |  
| | 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, 2009    |   |   | July 31, 2008    |  
| |                                 |   |                  |   |   |                  |  
| |                                 |   |                  |   |   |                  |  
| | Loss for the year               | $ | (2,856,000       | ) | $ | (13,007,000      | )
| | Statutory rate                  |   | 34.0%            |   |   | 34.0%            |  
| | Expected tax recovery           |   | (971,000         | ) |   | (4,423,000       | )
| | Permanent difference            |   | 183,800          |   |   | 268,000          |  
| | Increase in valuation allowance |   | 787,200          |   |   | 4,155,000        |  
| |                                 |   |                  |   |   |                  |  
| | 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, 2009 and July 31, 2008.

The Company has available for deduction
  against future taxable income non-capital losses of approximately $1,806,000 in
  the United States. These losses, if not utilized, will expire through 2029.

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,
  2009 and 2008 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.

F-18

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2009 (Expressed in US dollars)

|11. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | Subsequent to July 31, 2009 the Company settled payables
      of approximately $152,500 with its officer and a director of the Company.
      Pursuant to the arrangements, the individuals forgave approximately
      $67,500 in payables and agreed to convert the remaining $85,000 to the
      common shares of the Company. As the payables were due to the officers and
      directors of the Company, the debt forgiveness will be recorded as an
      additional paid in capital. In addition, the Company also settled a
      payable of approximately $56,310 with a consultant of the Company by
      converting the payable into the common shares of the Company. On August
      20, 2009, the Company issued a total of 4,037,657 shares of common stock
      to settle the amounts owing. The common share was issued at $0.035 per
      share, the quoted market price of the share at the date of
      issuance.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On September 1, 2009, the Company entered into a Letter
      of Intent, with AuEx Ventures Inc., (AuEx), an unrelated party, whereby
      the Company has agreed to acquire from AuEx the exclusive right and option
      to enter into an Exploration Earn-In Agreement (Agreement) prior to
      November 1, 2009. Upon signing the Agreement, the Company will pay
      $250,000 to AuEx. To receive the undivided 70% interest in the Trinity
      Silver Project (the Property), the Company is required to spend a
      minimum of $5,000,000 over a six-year period on the Property and complete
      a bankable feasibility study.                                                                                                                                                                                                                                                                                    

F-19

---

21

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL MATTERS

We have engaged the firm of BDO Dunwoody LLP., as of June 1,
  2007. During the last two fiscal years and subsequent interim periods preceding
  their engagement, BDO Dunwoody LLP was not consulted on any matter relating
  to accounting principles to a specific transaction, either completed or proposed,
  or the type of audit opinion that might be rendered on our financial statements.

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.

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, 2009.

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, 2009,
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;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

22

| | (ii)  | Insufficient segregation of duties in our finance and
      accounting functions due to limited personnel. During the fiscal year
      ended July 31, 2009, we had limited staff at our executive office in
      Vancouver, British Columbia 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. 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 accounting personnel and management does
      not have sufficient technical accounting knowledge relating to accounting
      for options granted to directors and officers, and employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iv)  | Our company's accounting personnel and management does
      not have sufficient technical accounting knowledge relating to accounting
      for income taxes;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (v)   | Our companys accounting personnel and 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 reportingas 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 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, 2009, 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.

On the dates indicated we implemented the following measures,
which did not impact our material weaknesses in internal control over financial
reporting:

| | (a) | We engaged a professional accounting firm to provide
      assistance in the review of stock based compensation expense calculation
      on May 1, 2008;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                          
| | (b) | We engaged a professional accounting firm to assist in
      the accounting of income taxes on May 1, 2008;                                              
| |     |                                                                                                                                                          
| | (c) | We engaged a professional accounting firm to assist in
      the preparation of financial statements on May 1, 2008; and                                 
| |     |                                                                                                                                                          
| | (d) | We implemented a policy to formally document all
      decisions made by the board in a timely manner on May 1,
  2008.                                  

---

Plan for Remediation of Material Weaknesses

Although the changes we have made have remedied in part, the
weaknesses listed under (iii)(iv)(v) and (vi) listed above, we continue to have
all of the weaknesses as described above. 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.

Attestation Report of Independent Registered Public
Accounting Firm

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

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

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.

Once the Earn In Agreement is executed, to be completed by
November 1, 2009, we can acquire an undivided 70% interest in the Trinity Silver
property during a six-year period in consideration of i) total cash payments of
$250,000, before November 1, 2009 for partial reimbursement of the Newmont
buyout by AuEx and ii) a total of $5,000,000 in exploration expenditures by
August 20, 2014, including a minimum of $500,000 in the first year (firm
commitment). iii) on the 1st anniversary of the agreement, pay to AuEx a second
payment of $250,000 fulfilling reimbursement to AuEx for completion of the
Newmont buyout.

To acquire the 70% interest, we must spend a cumulative
US$5,000,000 in exploration and development work on the property by August 20,
2014, in accordance with the following schedule:

-----------------------------------------------------------Year
2: US$1,500,000 by August 20 2010
-----------------------------------------------------------Year 3:
US$2,500,000 by August 20 2011
-----------------------------------------------------------Year 4:
US$3,500,000 by August 20 2012
-----------------------------------------------------------Year 5:
US$4,500,000 by August 20 2013
-----------------------------------------------------------Year 6:
US$5,000,000 by August 20 2014 and,
-----------------------------------------------------------Minimum work
obligation $500,000 per year thereafter year 6
-----------------------------------------------------------

---

24

We may terminate this Agreement to acquire a beneficial
interest in the Property at any time by giving not less than 30 days prior
written notice to that effect to the AuEx, except that we must complete the Year
1 $500,000 work expenditure requirement prior to giving AuEx notice of
termination. Upon expiry of the said 30 day notice period and on receipt of such
notice by the AuEx, or if the Agreement is terminated pursuant to any other
provision of this Agreement, the Agreement will be of no further force and
effect. At any time, we may, at its option, terminate its interest in certain of
the claims so long as those claims are returned to AuEx in good standing by
August 1st of the year in which they are dropped. Should we terminate our
interest prior to vesting the 70% interest but having incurred $3,000,000 or
more in expenses, we shall be entitled to a 4% net smelter net smelter royalty
capped at twice our expenditures.

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at October 28, 2009, our directors and executive officers,
their age, positions held, and duration of such, are as follows:

Name
    Position Held with our
      Company
    Age
    Date First Elected or
      AppointedWilliam Tafuri
    President, CEO, CFO, Secretary,
      Treasurer and Director
    68
    January 16, 2007H. Richard Klatt
    Director
    71
    February 9, 2007James Malone
    Director
    63
    December 3, 2007


Certain Significant Employees

Where the registrant employs persons such as production
managers, sales managers, or research scientists who are not executive officers
but who make or are expected to make significant contributions to the business
of the registrant, such persons shall be identified and their background
disclosed to the same extent as in the case of executive officers. Such
disclosure need not be made if the registrant was subject to section 13(a) or
15(d) of the Exchange Act or was exempt from section 13(a) by section
12(g)(2)(G) of such Act immediately prior to the filing of the registration
statement, report, or statement to which this Item is applicable.

We have no employees other than our 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.

William Tafuri

Mr. Tafuri is a registered professional geologist. Mr. Tafuri
has over thirty five years of diverse mining experience in precious and base
metals, including management positions for major international mining companies.

Since 2005, Mr. Tafuri has served as the Vice President and
Director of Operations for Centrasia Mining Corp, now know as Kola Ming Corp.
listed on the TSX-Venture Exchange (TSX-V: KM). During this time he has managed
and evaluated exploration projects throughout Central Asia.

---

25

Since 2001, Mr. Tafuri has served as a consultant providing
geologist services. During this time he managed exploration projects in the
Western US. Additionally, he served as a consultant to private investors,
evaluating mining properties in Kazakhstan, Kyrgyz Republic and the Russian
Federation.

Mr. Tafuri received a PhD in Geology from the University of
Utah, Salt Lake City, Utah. He also received a Masters of Science degree in
Geology and a Bachelors of Science degree in Geology at the University of
Nevada, Reno, Nevada.

H. Richard Klatt

Mr. Klatt is a registered professional geologist. Mr. Klatt has
developed and implemented exploration programs for precious and base metals, and
other commodities for over 35 years in the United States, Canada, Mexico and
Panama. From 2004 to 2006, Mr. Klatt served as a consultant providing mineral
exploration geologist services. During this time he completed extensive
lithology-logging for base and precious metals for a drill program at the south
rim of the Bingham copper mine in Utah for Grand Central Silver Mines located in
Carrollton, Texas. In mid-2006, he directed a 2,100 feet diamond drilling
program for gold and cobalt in the Belt-Percell basin located in eastern Idaho,
for Salmon River Resources of Vancouver, British Columbia. In mid-2006, he
completed a 6,000 feet diamond drilling program for zinc in western Utah for
Franconia Minerals Corp. located in Spokane, Washington. In early 2006, he
directed a 6,000 m rotary drilling program for uranium in Western Colorado for
U.S. Energy of Riverton, Wyoming. In early 2005, he researched opportunity for
development of uranium resources in selected regions for Kennecott Exploration
Company of Salt Lake City, Utah. In early 2004, he oversaw initial development
drilling for vein-hosted base metals in the Zacatecas district, Zacatecas,
Mexico, for Capstone Gold of Vancouver, British Columbia.

From 2000 to 2003, Mr. Klatt performed economic geology
research. He pursued the study of the geology of platinum-group metals in
anticipation of increasing future demand for these metals and subsequently
assembled a comprehensive database of the geology of conventional and
unconventional platinum-group metals and their global distribution that is
self-published and sold in CD-ROM format as a guide for platinum-group
exploration. Reviewed the geology of Mexico and identified exotic
tectonostratigraphic terrains comprising Mexico that are permissive for
discovery of gold and platinum and created a database of this information as a
guide for exploration.

Mr. Klatt received a Bachelor of Science degree in Geology at
the University of Illinois, Urbana, Illinois. He also completed course work in
Carbonate Petrology at the University of Utah, Salt Lake City, Utah.

James Malone

James Malone has more than 41 years of experience in the
nuclear power industry. Mr. Malone is Vice President, Nuclear Fuels for Exelon
Generation since 1999. Mr. Malone is a member of the American Nuclear Society
and is Past Chairman, Fuel Cycle Waste Management Division. Mr. Malone spent
several years at SWUCO, Inc. as a SWU broker. Prior to SWUCO he was Manager of
Economic Analysis at Yankee Atomic. Mr. Malone began his career in nuclear power
as an engineer in the utility reactor core analysis section of the nuclear
engineering department of United Nuclear Corporation. Mr. Malone received a B.S.
in chemical engineering (nuclear), 1968 from Manhattan College, Bronx, New York
and an M.B.A. in 1972 (Graduate School of Business Award for Academic
Excellence) at the Iona College, New Rochelle, New York.

Family Relationships

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

Involvement in Certain Legal Proceedings

Our directors, executive officers, or control persons have not
been involved in any of the following events during the past five years:

---

26

| | 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; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the 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.                                           

Corporate Governance

We currently act with three directors consisting of William
Tafuri, Richard Klatt and James Malone. We have determined that Richard Klatt
and James Malone are independent directors 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, 2008, or in any currently proposed transaction, that
was considered by our board of directors 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 have agreed to
reimburse Messrs. Klatt and Malone for out of pocket expenses incurred for
attending board meetings. As additional consideration, we have granted to each
of Messrs. Klatt and Malone, stock options to purchase up to 500,000 shares of
the Companys common stock 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 the Companys 2007 Stock Option Plan.

Committees of the Board

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 is presently comprised of H. Richard Klatt and
William Tafuri. A copy of our audit committee charter is attached to this Annual
Report. The Audit Committee represents the Board of Directors in discharging its
responsibility relating to the accounting, reporting and financial practices of
the Company and its subsidiaries, and has general responsibility for oversight
of internal controls, accounting and audit activities and legal compliance of
the Company and its subsidiaries. However, the Audit Committees function is one
of oversight only and shall not relieve the Companys management of its
responsibilities for preparing financial statements which accurately and fairly
present the Companys 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 of Directors 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 four times during fiscal
year ended July 31, 2009.

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27

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

Nominating Committee

We have nominating committee. Our nominating committee is
presently comprised of H. Richard Klatt and William Tafuri. H. Richard Klatt is
an independent director as the term is used in Nasdaq Marketplace Rule
4200(a)(15). A copy of our nominating committee charter is an exhibit to this
registration statement. The purpose of the Committee is to:

| | 1. | Identify individuals qualified to become directors on the
      Board of the Company 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 the Company.                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                    
| | 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 below 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 the Company and its shareholders. In discharging
  that responsibility, the Committee should be entitled to rely on the honesty
  and integrity of the Companys senior executives and its outside advisors
  and auditors, to the extent it deems necessary or appropriate. The nominating
  committee met once during the fiscal year ended July 31, 2009.

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 of
Directors and we do not have any specific process or procedure for evaluating
such nominees. Our board of directors will 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 of
Directors may do so by directing a written request addressed to our President,
William Tafuri, at the address appearing on the first page of this annual
report.

Compensation Committee

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

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28

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 this report. 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.

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, 2009, all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with, with the exception of the following :

Name
    Number of Late Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to File Requested
      FormsWilliam Tafuri
      H. Richard Klatt
    Nil
      Nil
    Nil
      Nil
    Nil
      NilSiegfried Muessig
      James Malone
    Nil
      Nil
    Nil
      Nil
    Nil
      Nil


ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following
persons:

| | (a) | our principal executive officer (the PEO);                                                                                                                                                                                                     
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                  
| | (b) | our principal financial officer (the PFO);                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                  
| | (c) | our three most highly compensated executive officers
      other than the PEO and the PFO who were serving as executive officers at
      the end of the last completed fiscal year; and                                                         
| |     |                                                                                                                                                                                                                                                  
| | (d) | up to two additional individuals for whom disclosure
      would have been provided under (c) 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 fiscal years ended July 31, 2009 and 2008, are set out in the
following summary compensation table:

Name and Principal
      Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards1 ($)
    Non-Equity Incentive PlanCompensation ($)
    Nonqualified Deferred
      **Compensation** Earnings ($)
    All Other
      Compensation ($)
    Total ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)William Tafuri President, CEO, CFO,
      Secretary Treasurer, and Director
    2009 2008
    Nil Nil
    Nil Nil
    Nil Nil
    184,144 
      414,798
    Nil Nil
    Nil Nil
    Nil Nil
    184,144
414,798


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29

Name and Principal
      Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards1 ($)
    Non-Equity Incentive PlanCompensation ($)
    Nonqualified Deferred
      **Compensation** Earnings ($)
    All Other
      Compensation ($)
    Total ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)Hamish Malkin 2former CFO
    2009 2008
    Nil Nil
    Nil Nil
    Nil Nil
    Ni Nil
    Nil Nil
    Nil Nil
    Nil 40,340
    Nil 40,340


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 Mr. Malkin resigned as a director and officer on
April 2, 2008

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

Other than as described below, we are not party to any
employment contracts with our directors and officers.

On April 24, 2007, we entered into an Employment Agreement with
Hamish Malkin. Pursuant to the Employment Agreement we have agreed to pay Mr.
Malkin the sum of $3,000 per month and to grant Mr. Malkin 200,000 incentive
stock options at an exercise price of $3.00 per share, exercisable for a period
of 5 years. During the year ended July 31, 2008, the employment and stock
options agreement with Hamish Malkin had been terminated.

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,
2009.

Option
        awards
      Stock
        awardsName
      Number of
        securities underlyingunexercisedoptions (#) exercisable
      Number of
        securities **underlying** **unexercised**options (#) **unexercisable**
      Equity incentive
        plan awards: Number of securities
        underlying **unexercised**unearnedoptions (#)
      **Option**
        **exercise**price ($)
      Option
        expiration date
      Number of
        shares or units of stock thathave not vested (#)
      Market value of shares ofunits of **stock
        that**have not vested ($)
      Equity incentive plan awards: Number of unearned
        **shares, units** or other **rights
        that** have not vested (#)
      Equity incentive plan
        awards: Market or payout value of unearned **shares, units** or other
        **rights that** have not vested
        ($)(a)
      (b)
      (c)
      (d)
      (e)
      (f)
      (g)
      (h)
      (i)
      (j)William Tafuri
      375,000
      125,000
      Nil
      2.7
      March 16, 2012
      Nil
      Nil
      Nil
      NilRichard Klatt
      375,000
      125,000
      Nil
      2.7
      March 16, 2012
      Nil
      Nil
      Nil
      NilJames Malone
      250,000
      250,000
      Nil
      1.2
      December 3, 2012
      Nil
      Nil
      Nil
      Nil


Option exercises and stock vested table.

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

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30

OPTION
        EXERCISES AND STOCK VESTEDOPTION
        AWARDS
      STOCK
        AWARDSName 
        (a)
      Number of 
        Shares Acquired 
        on Exercise 
        (#) 
        (b)
      Value Realized 
        on Exercise 
        ($) 
        (c)
      Number of 
        Shares Acquired 
        on Vesting 
        (#) 
        (d)
      Value Realized 
        on Vesting 
        ($) 
        (e)William Tafuri
      Nil
      Nil
      Nil
      NilH. Richard Klatt
      Nil
      Nil
      Nil
      NilSiegfried Muessig
      Nil
      Nil
      Nil
      NilJames Malone
      Nil
      Nil
      Nil
      Nil


Compensation of Directors

The table below shows the compensation of our directors for our
  last completed fiscal year ended July 31, 2009:

Name
    Fees earned or paid in
      cash ($)
    Stock awards
      ($)
    Option awards
      ($)
    Non-equity incentive
      plan compensation ($)
    Nonqualified deferred
      compensation earnings ($)
    All other
      compensation ($)
    Total ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)William Tafuri
    120,000
    Nil
    Nil
    Nil
    Nil
    Nil
    120,000H. Richard Klatt
    120,000
    Nil
    184,144
    Nil
    Nil
    Nil
    304,144Siegfried Muessig
    Nil
    Nil
    72,912
    Nil
    Nil
    Nil
    72,912James Malone
    Nil
    
    108,893
    Nil
    Nil
    Nil
    108,893


During the fiscal year ended July 31, 2009, 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

The following table sets forth for each director certain
information concerning the outstanding equity awards as of July 31, 2009.

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31

OPTION
        AWARDS
      STOCK
        AWARDSName
      Number of Securities Underlying Unexercised
        Options (#) Exercisable
      Number of Securities UnderlyingUnexercisedOptions (#) **Unexercisable**
      Equity Incentive
        Plan Awards: Number of Securities
        Underlying **Unexercised** **Unearned**Options (#)
      Option **Exercise** Price ($)
      Option
        Expiration Date
      Number
        ofShares or Units of Stock ThatHave Not Vested (#)
      Market
        **Value of** Shares or Units of
        **Stock That**Have Not Vested
        ($)
      Equity Incentive
        Plan Awards: Number of UnearnedShares, Units or Other **Rights
        That** Have NotVested (#)
      Equity Incentive Plan
        Awards: Market or Payout Value
        of **Unearned** Shares, Units
        or Other **Rights That** **Have
        Not** Vested (#)William Tafuri
      375,000
      125,000
      Nil
      2.70
      March16, 2012
      Nil
      Nil
      Nil
      NilH. Richard Klatt
      375,000
      125,000
      Nil
      2.70
      March 16, 2012
      Nil
      Nil
      Nil
      NilSiegfried Muessig
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilJames Malone
      250,000
      250,000
      Nil
      1.20
      December 3, 2012
      Nil
      Nil
      Nil
      Nil


Aggregated Options Exercised in the Year Ended July 31, 2009
and Year End Option Values

There were no stock options exercised during the year July 31,
  2009.

Re-pricing of Options/SARS

We did not re-price any options previously granted during the
year ended July 31, 2009.

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 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 the Company (a Related
Company) to acquire and maintain stock ownership in the 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 Stock 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

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32

incentive stock options must be no less than the fair market
value of the Common Stock 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.

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 Stock 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 Stock reserved for
issuance under the 2007 Plan.

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

Securities authorized for issuance under equity
compensation plans as at July 31, 2009

Plan Category
    Number of securities to
      be issued upon exercise of outstanding options,
      warrants and rights (a)
    Weighted-average
      exercise price of outstanding options,
      warrants and rights (b)
    Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a)) (c)Equity compensation plans approved by security holders
    Nil
    N/A
    N/AEquity compensation plans not approved by security holders
    1,600,000
    $2.25
    3,400,000Total
    1,600,000
    $2.25
    3,400,000


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 stock 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.

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33

Security ownership of certain beneficial
owners

Name and address of
      Amount and nature of
      Percent ofTitle of class
      beneficial owner
      beneficial
        ownership
      class1common stock
      Juniper Ridge LLC
      9,000,000
        2
      indirect
      17.51%2420 Watt Ct.Riverton WY 82501


Security ownership of management

Name and address of
      Amount and nature of
      Percent ofTitle of class
      beneficial owner
      beneficial
        ownership
      class1common stock
      H. Richard Klatt
      1,560,714 3
      Direct
      2.81%951 East 8800South
        Sandy, UT 84094common stock
      James Malone
      125,000 4
      Direct
      0.23%1474 Radcliff LaneAurora, IL 60502common stock
      William Tafuri
      3,867,8575
      Direct
      6.98%5020 N. Silver Springs RoadPark
        City, UT 84098common stock
      Directors and Officers as a
      5,553,571
      
      10.02%group


1 Based on 55,451,425 shares of common stock issued and outstanding as of October 19, 2009 2 Strathmore Minerals Corp. holds voting and dispositive power over these shares. 3  Includes 1,185,714 shares of common stock and 375,000 stock options exercisable within 60 days 4  Includes 125,000 stock options exercisable within 60 days 5  Includes 3,492,857 shares of common stock and 375,000 stock options exercisable within 60 days

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

Except as described below, 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 the period ended
April 30, 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.

On April 24, 2007, we entered into an Employment Agreement with
Hamish Malkin. Pursuant to the Employment Agreement we have agreed to pay Mr.
Malkin the sum of $3,000 per month and to grant Mr. Malkin, 200,000 incentive
stock options at an exercise price of $3.00 per share, exercisable for a period
of five years. During the year ended July 31, 2008, the employment and stock
options agreement with Hamish Malkin had been terminated.

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34

We entered into, and have since terminated, joint venture
agreements with Strathmore Minerals Corp. and its US subsidiary Strathmore
Resources (US) Ltd. for the acquisition of our interests in the Jeep, Sky and
Juniper Ridge Projects described above under ITEM 2. PROPERTIES beginning on
page 9. Strathmore presently holds 9,000,000 shares of our common stock
representing 17.7% of our issued and outstanding common stock. David Miller, a
former member of our board of directors also serves as President, Chief
Operating Officer and as a Director of Strathmore Minerals Corp.

For the fiscal year ended July 31, 2009, we paid or accrued
management fees of $Nil (2008 - $40,340) to Mr. Hamish Malkin and $240,000 (2008
- $154,545) to Mr. Dick Klatt and Mr. William Tafuri. As of July 31, 2009, we
owed $152,500 to Mr. William Tafuri and Mr. Dick Klatt for management fees.
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.On August 20, 2009, Mr.
William Tafuri and Mr. Dick Klatt forgave a portion of the payables to the
Company and converted the remaining amounts owing to common shares of the
Company.

We have granted to each of Messrs. Muessig and Malone, stock
options to purchase up to 500,000 shares of the Companys common stock
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 the Companys 2007 Stock Option Plan. Mr. Muessig resigned
effective February 11, 2009 and as such his options granted Mr. Muessig were
forfeited and cancelled.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

For the period ended July 31, 2009 and July 31, 2008, the
aggregate fees billed by BDO Dunwoody LLP for professional services rendered for
the audit of our financial statements were:

| |                    |   | Year Ended    |  |   | Year Ended    | 
| | ------------------ | - | ------------- |  | - | ------------- | 
| | Fees               |   | July 31, 2009 |  |   | July 31, 2008 | 
| | Audit Fees         | $ | 32,570        |  | $ | 40,860        | 
| | Audit Related Fees |   | -             |  |   | -             | 
| | Tax Fees           |   | 7,675         |  |   | -             | 
| | Other Fees         |   | 31,335*       |  |   | -             | 
| | Total Fees         | $ | 71,580        |  | $ | 40,860        | 

*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 BDO Dunwoody LLP 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 BDO Dunwoody LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before BDO Dunwoody LLP 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.

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35

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 Dunwoody LLP and believes that the provision of services for
activities unrelated to the audit is compatible with maintaining BDO Dunwoody
LLPs independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number
    Description3.1
    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)5.1
    Legal Opinion of Clark Wilson LLP (attached as an exhibit
      to our Form S-1 filed on September 15, 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, 200710.10
    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)


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36

Exhibit Number
      Description10.15
      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)10.23*
      September 1, 2009 Letter of
          Intent with AuEx, Inc.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 June 14, 2007 and amended on July 12, 2007)31.1*
      Section 302 Certification under
          Sarbanes-Oxley Act Of 200232.1*
      Section 906 Certification under
          Sarbanes- Oxley Act Of 200299.1
      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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37

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/ William TafuriWilliam TafuriPresident,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and
Director (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) Date: October 29, 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.



/s/ William TafuriWilliam TafuriPresident,
Chief Executive Officer Chief Financial Officer, Secretary, Treasurer and
Director (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) Date: October 29, 2009



/s/ H. Richard KlattH. Richard Klatt Director
Date: October 29, 2009



/s/ James Malone James Malone Director Date:
October 29, 2009

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