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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, 2008

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.)
|                                                                   |                                     
|598 - 999 Canada Place, Vancouver, BC Canada                       | V6C 3E1                             
|(Address of principal executive offices)                           | (Zip Code)                          
|                                                                   |                                     
|Registrants telephone number, including area code                 | 604-685-4048                        

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 [   ]

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 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.

38,413,768 common shares at a price of $0.485 per share for
an aggregate market value of $18,630,677.481

1 The aggregate market value of the voting stock held
by non-affiliates is computed by reference to the average bid and asked
price of our common stock, 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.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date:
51,413,768 shares of common stock are issued and outstanding as of
November 13, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

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- iii -

TABLE OF CONTENTS

|FORWARD-LOOKING
      STATEMENTS                                                                                                 | 1 
|-------------------------------------------------------------------------------------------------------------------------------- | --
|PART
      I                                                                                                                     | 2 
|ITEM
      1. BUSINESS                                                                                                           | 2 
|Introduction                                                                                                                     | 2 
|Corporate
      History                                                                                                          | 2 
|Mineral
      Properties                                                                                                         | 2 
|Executive
      Offices and Resident Agent                                                                                       | 4 
|Reports
      to security holders                                                                                                | 4 
|ITEM
      1A. RISK FACTORS                                                                                                      | 5 
|Risks
      Related to our Business                                                                                              | 5 
|Risks
      Related to our Common Stock                                                                                          | 7 
|ITEM
      1B. UNRESOLVED STAFF COMMENTS                                                                                         | 8 
|ITEM
      2. PROPERTIES                                                                                                         | 9 
|Description
      of Juniper Ridge Claims                                                                                        | 9 
|Uravan-Beck
      project                                                                                                        | 11
|Compliance
      with Government Regulation                                                                                      | 13
|Research
      and Development Expenditures                                                                                      | 14
|Employees                                                                                                                        | 14
|Subsidiaries                                                                                                                     | 14
|Intellectual
      Property                                                                                                      | 14
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                  | 14
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                                | 14
|PART
      II                                                                                                                    | 15
|ITEM
      5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
      ISSUER PURCHASES OF EQUITY SECURITIES | 15
|Market
      information                                                                                                         | 15
|Recent
      Sales of Unregistered Securities; Use of Proceeds from Registered
      Securities                                  | 15
|Purchases
      of Equity Securities by the Issuer and Affiliated Purchasers                                                     | 15
|ITEM
      6 SELECTED FINANCIAL DATA                                                                                             | 16
|ITEM
      7 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATION                          | 16
|Plan
      of Operations and Cash Requirements Over the Next Twelve Months                                                       | 16
|Liquidity
      and Capital Resources                                                                                            | 17
|Results
      of Operations                                                                                                      | 18
|Going
      Concern                                                                                                              | 20
|Recently
      Issued Accounting Standards                                                                                       | 20
|Off-Balance
      Sheet Arrangements                                                                                             | 23
|ITEM
      7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                         | 23
|ITEM
      8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                                        | 24
|ITEM
      9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL MATTERS                            | 25
|ITEM
      9A. CONTROLS AND PROCEDURES                                                                                           | 25
|ITEM
      9B OTHER INFORMATION                                                                                                  | 27
|PART
      III                                                                                                                   | 27
|ITEM
      10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 27
|Directors
      and Executive Officers, Promoters and Control Persons                                                            | 27
|Compliance
      with Section 16(a) of the Exchange Act                                                                          | 30
|Code
      of Ethics                                                                                                             | 30
|Corporate
      Governance                                                                                                       | 30
|ITEM
      11. EXECUTIVE COMPENSATION                                                                                            | 32
|Summary
      Compensation                                                                                                       | 32
|ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.             | 35
|Securities
      authorized for issuance under equity compensation plans                                                         | 35

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|Security
      ownership of certain beneficial owners                                          | 36
|---------------------------------------------------------------------------------------------- | --
|ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE | 37
|ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                          | 38
|PART
      IV                                                                                  | 39
|ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.                                        | 39
|SIGNATURES                                                                                     | 41

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FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. 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 Risk Factors 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 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. Many of these factors are beyond
our ability to control or predict. 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.

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

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PART I

ITEM 1. BUSINESS

Introduction

We are an exploration stage company. We currently have no
business revenue and our assets primarily consist of cash and mineral and joint
venture rights. There can be no assurance that we will generate revenues in the
future, or that we will be able to operate profitably in the future, if at all.
We have incurred net losses in each fiscal year since inception of our
operations. Our company has never declared bankruptcy, it has never been in
receivership, and it has never been involved in any legal action or
proceedings.

Due to the current Uranium price market has declined
significantly over the year, we have assessed that 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. Our current
plan is to re- negotiate with the vendor of the Juniper property on the expected
required expenditures amount over the next few years. During the current fiscal
year ended July 31, 2008, we have also acquired from American Nuclear Fuels LLC,
a Colorado company, 3,700 acres in the Uravan Uranium belt referred to the
Uravan-Beck property. We intend to explore, develop, and mine uranium and
vanadium from this property

Prior to our determination to focus on becoming a mineral
exploration company we focused our initial operations on the production and
distribution of educational team sports exercise videos and Internet based
software.

Corporate History

Our company was incorporated in the State of Nevada on March
23, 2006. Effective January 23, 2007, we changed our name from Hoopsoft
Development Corp. to Yellowcake Mining Inc. The address of our principal
executive office is 598 - 999 Canada Place, Vancouver BC Canada V6E 3Z3. Our
common stock is quoted on the OTC Bulletin Board under the symbol YCKM.

Also on January 23, 2007, we effected 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.

Mineral Properties

We hold an interest in two groups of mineral properties, as
described below:

| | 1. | Juniper Ridge property, Wyoming
| | -- | -------------------------------
| |    |                                
| | 2. | Uravan-Beck property, Colorado 

We are an exploration stage company. Our properties are
presently in the exploration stage. We do not have any commercially viable
reserves on any of our properties. There is no assurance that a commercially
viable mineral deposit exists on any of our mineral properties. Further
exploration will be required before a final evaluation as to the economic and
legal feasibility of mining of any of our properties is determined. There is no
assurance that further exploration will result in a final evaluation that a
commercially viable mineral deposit exists on any of our mineral properties.

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- 3 -

Juniper Ridge

We hold an option to earn up to an 80% interest in the Juniper
Ridge claims pursuant to our March 14, 2007 agreement with Strathmore. The
Juniper Ridge claims are located in the Poison Basin uranium district in the
south central area of Wyoming, close to the Colorado border. The total acreage
of the property is 4,660 acres and over 2,000 historical drill holes have been
drilled on the project to verify the resource. One area of interest within the
Juniper Ridge project is the Browns Park Formation which is hundreds of feet
thick. The roughly 2,000 historical drill holes have been drilled between 100
and 300 feet in depth, and have shown an average grade of between 0.05% and
0.20% .

On April 21, 2008 we amended our operating agreement with
Strathmore Resources (US) Ltd. The amendments are contained in a Limited
Liability Company Operating Agreement, dated effective December 31, 2007.

The following terms have been amended:

Yellowcake will contribute exploration and development costs
totaling a minimum of $8 million, subject to a $500,000 annual minimum, as
outlined in the following schedule:

- $764,518 not later than May 1, 2008, which had been incurred;
- a minimum of $300,000 not later than September 1, 2008;
- a minimum of $500,000 not later than December 31, 2009
- the balance of the $8 million, as agreed by both parties based on the
  availability of financing, but in any case, not later than December 31, 2012.

On October 12, 2008, the Company received a Memorandum of
Understanding from Strathmore which has proposed to amend the annual commitment
of expenditures from $300,000 and $500,000 for 2008 and 2009 respectively to
$100,000 per year for 2008 and 2009, with the total commitment of remaining at
$8,000,000 no later than December 31, 2012. The Company has responded to the
suggested amendment and it is working with Strathmore to reach acceptable terms
by both parties 

Uravan-Beck

On October 3, 2007, we entered into a letter of intent with
American Nuclear Fuels (Colorado) LLC to acquire an interest in certain uranium
properties located in Gateway, Colorado owned by Beck Mining Enterprises LLC,
BeckWorth Corporation, Bedrock Development LLC, Eagle Venture Group LLC and
Bruce Beck.

On December 28, 2007 we entered into a master option agreement
with American Nuclear Fuels (Colorado) LLC, as well as six lease and option
agreements with individual claimholders, to purchase 185 mining claims,
approximating 4,793 acres, in the Uravan uranium belt, Montrose County,
Colorado, referred to as the Uravan-Beck property in exchange for total payments
of $5,968,750 in cash and the issuance of a total of 2,765,625 shares of our
common stock, payable and issuable over five years.

As of July 31, 2008, we have issued 482,143 common shares and
paid $1,089,193 in cash pursuant to the terms and conditions of this
agreement.

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

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Termination of Interests

On April 30, 2008 we announced that an agreement has been
reached with Strathmore Minerals Corp. and Strathmore Resources (US) Ltd. to
amend our Juniper Ridge Wyoming Joint Venture in Wyoming and terminate our
interests in the Sky, Jeep and Conoco Files projects (also known as the Texas
Database project), as of April 21, 2008.

We amended the structure of our joint venture with Strathmore
at their request. We did this at the request of our joint venture partner,
Strathmore, who wanted to restructure our arrangement for tax planning purposes.
During the transition to the LLC, we renegotiated our arrangements with
Strathmore regarding the Juniper Ridge Project and released our options
regarding the Jeep and Sky properties because they had not proven to be a likely
or viable mineral resource following our initial geological assessments.

Sky

We held an option to earn up to a 60% interest in the Sky
claims pursuant to our August 1, 2007 joint venture agreement with Strathmore
Resources (US) Ltd. The Sky Project is situated on 1,033 Acres in Fremont County
in Wyoming, roughly 25 miles east of the city of Riverton. On April 21, 2008, we
entered into a termination agreement with Strathmore Resources (US) Ltd.
terminating the option and joint venture agreement dated July 31, 2007 regarding
the Sky Project. We have no further obligations under the option and joint
venture agreements regarding the Sky Project.

Jeep

We held an option to earn up to a 60% interest in the Jeep
claims pursuant to our August 1, 2007 joint venture agreement with Strathmore
Resources (US) Ltd. The Jeep Project is in close proximity to the Sky project
and is roughly 45 miles east of Riverton. On April 21, 2008, we entered into a
termination agreement with Strathmore Resources (US) Ltd. terminating the option
and joint venture agreement dated July 31, 2007 regarding the Jeep Project. We
have no further obligations under the option and joint venture agreements
regarding the Jeep Project.

Executive Offices and Resident Agent

Our executive and head office is located at 598 - 999 Canada
Place, Vancouver, BC Canada V6C3E1. We have an agreement for the use of
this property, which is an agreement for services with CP Capital Group Ltd.,
which isincorporated by reference to this annual report. Pursuant to the
agreement, we pay CP Capital Group Ltd. US $4,000 per month for the provision of
the office and investor relations related services. We feel that the arrangement
will be suitable for the next 12 months.

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).

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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 prospectus 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.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. Current laws and regulations could
be amended and we might not be able to comply with them, as amended. Further,
there can be no assurance that we will be able to obtain or maintain all permits
necessary for our future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are required and are not
obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.

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- 6 -

As we undertake exploration of our mineral claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the State of
Wyoming as we carry out our exploration program. We may be required to obtain
additional work permits, post bonds and perform remediation work for any
physical disturbance to the land in order to comply with these laws. While our
planned exploration program budgets for regulatory compliance, there is a risk
that new regulations could increase our costs of doing business and prevent us
from carrying out our exploration program.

If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource and our business could fail.

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many
risks. Our operations will be subject to all the hazards and risks inherent in
the exploration for mineral resources and, if we discover a mineral resource in
commercially exploitable quantity, our operations could be subject to all of the
hazards and risks inherent in the development and production of resources,
including liability for pollution, cave-ins or similar hazards against which we
cannot insure or against which we may elect not to insure. Any such event could
result in work stoppages and damage to property, including damage to the
environment. We do not currently maintain any insurance coverage against these
operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material adverse impact on our company.

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 spot price of uranium ranged from $10.00 per pound to $138.00 per
pound, to the current spot price of $48.00 at November 13, 2008 per pound.
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 the
Companys 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. The 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, the Company could 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.

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.

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- 7 -

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,
2008 was $17,138,161. We had cash in the amount of $651,453 as of July 31, 2008
which is not expected to meet our planned cash requirements for the ensuing
year. We cannot provide assurances that we will be able to successfully explore
our properties and develop our business. 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, 2008. Our audited financial
statements for the year ended July 31, 2008 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.

Risks Related to our Common Stock

Sales of a substantial number of shares of our common stock
into the public market by the Selling Shareholders may result in significant
downward pressure on the price of our common stock and could affect the ability
of our Shareholders to realize the current trading price of our common
stock.

Sales of a substantial number of shares of our common stock in
the public market could cause a reduction in the market price of our common
stock. We had 51,413,768 shares of common stock issued and outstanding as of
November 13, 2008. When our registration statement is declared effective,
the Selling Shareholders may be reselling up to 9,086,625 shares of our common
stock, 6,131,625 of which are included in the number of our issued and
outstanding common shares as of November 13, 2008, shown above.

Any significant downward pressure on the price of our common
stock as the Selling Shareholders sell the shares of our common stock could
encourage short sales by the Selling Shareholders or others. Any such short
sales could place further downward pressure on the price of our common
stock.

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- 8 -

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

Description of Juniper Ridge Claims

The Juniper Ridge property consists of 128 unpatented lode
mining claims, see Figure 2 below. The Property is located in central Wyoming
lying along the south-western extent of the Gas Hills Uranium District. The 128
unpatented mining claims are located on public lands administered by the U.S.
Bureau of Land Management, are contiguous and consist of the following claim
names and numbers:

Location
    Property
    
    
    Location
    PropertyClaim No.
    Claim Name
    **Last Book**
    Name
    Claim No.
    **Claim Name**
    **Last Book**
    NameWMC259971
    RC-1
    1056
    Red Creek
    WMC260180
    RC-64
    1057
    Red CreekWMC259972
    RC-2
    1056
    Red Creek
    WMC260181
    RC-65
    1057
    Red CreekWMC259973
    RC-3
    1056
    Red Creek
    WMC260182
    RC-66
    1057
    Red CreekWMC259974
    RC-4
    1056
    Red Creek
    WMC260183
    RC-67
    1057
    Red CreekWMC259975
    RC-5
    1056
    Red Creek
    WMC260184
    RC-68
    1057
    Red CreekWMC259976
    RC-6
    1056
    Red Creek
    WMC260185
    RC-69
    1057
    Red CreekWMC259977
    RC-7
    1056
    Red Creek
    WMC260186
    RC-70
    1057
    Red CreekWMC259978
    RC-8
    1056
    Red Creek
    WMC260187
    RC-71
    1057
    Red CreekWM C259979
    RC-9
    1056
    Red Creek
    WMC260188
    RC-72
    1057
    Red CreekWM C259980
    RC-10
    1056
    Red Creek
    WMC260189
    RC-73
    1057
    Red CreekWM C259981
    RC-11
    1056
    Red Creek
    WMC260190
    RC-74
    1057
    Red CreekWM C259982
    RC-12
    1056
    Red Creek
    WMC260533
    RC-75
    1060
    Red CreekWM C259983
    RC-13
    1056
    Red Creek
    WMC260534
    RC-76
    1060
    Red CreekWM C259984
    RC-14
    1056
    Red Creek
    WMC260535
    RC-77
    1060
    Red CreekWM C259985
    RC-15
    1056
    Red Creek
    WMC260536
    RC-78
    1060
    Red CreekWM C259986
    RC-16
    1056
    Red Creek
    WMC260537
    RC-79
    1060
    Red CreekWM C259987
    RC-17
    1056
    Red Creek
    WMC260538
    RC-80
    1060
    Red CreekWM C259988
    RC-18
    1056
    Red Creek
    WMC260539
    RC-81
    1060
    Red CreekWM C259989
    RC-19
    1056
    Red Creek
    WMC260540
    RC-82
    1060
    Red CreekWM C259990
    RC-20
    1056
    Red Creek
    WMC260541
    RC-83
    1060
    Red CreekWM C259991
    RC-21
    1056
    Red Creek
    WMC260542
    RC-84
    1060
    Red CreekWM C259992
    RC-22
    1056
    Red Creek
    WMC260543
    RC-85
    1060
    Red CreekWM C259993
    RC-23
    1056
    Red Creek
    WMC260544
    RC-86
    1060
    Red CreekWM C259994
    RC-24
    1056
    Red Creek
    WMC260545
    RC-87
    1060
    Red CreekWM C259995
    RC-25
    1056
    Red Creek
    WMC260546
    RC-88
    1060
    Red CreekWM C259996
    RC-26
    1056
    Red Creek
    WMC260547
    RC-89
    1060
    Red CreekWM C259997
    RC-27
    1056
    Red Creek
    WMC260548
    RC-90
    1060
    Red CreekWM C259998
    RC-28
    1056
    Red Creek
    WMC260549
    RC-91
    1060
    Red CreekWM C259999
    RC-29
    1056
    Red Creek
    WMC260550
    RC-92
    1060
    Red CreekWM C260000
    RC-30
    1056
    Red Creek
    WMC260551
    RC-93
    1060
    Red CreekWM C260001
    RC-31
    1056
    Red Creek
    WMC260552
    RC-94
    1060
    Red CreekWM C260002
    RC-32
    1056
    Red Creek
    WMC260553
    RC-95
    1060
    Red CreekWM C260003
    RC-33
    1056
    Red Creek
    WMC260554
    RC-96
    1060
    Red CreekWMC260004
    RC-34
    1056
    Red Creek
    WMC260555
    RC-97
    1060
    Red CreekWMC260005
    RC-35
    1056
    Red Creek
    WMC260556
    RC-98
    1060
    Red CreekWMC260006
    RC-36
    1056
    Red Creek
    WMC260557
    RC-99
    1060
    Red CreekWMC260007
    RC-37
    1056
    Red Creek
    WMC260558
    RC-100
    1060
    Red CreekWMC260008
    RC-38
    1056
    Red Creek
    WMC260559
    RC-101
    1060
    Red CreekWMC260009
    RC-39
    1056
    Red Creek
    WMC260560
    RC-102
    1060
    Red CreekWMC260010
    RC-40
    1056
    Red Creek
    WMC260561
    RC-103
    1060
    Red CreekWMC260157
    RC-41
    1057
    Red Creek
    WMC260562
    RC-104
    1060
    Red CreekWMC260158
    RC-42
    1057
    Red Creek
    WMC260563
    RC-105
    1060
    Red CreekWMC260159
    RC-43
    1057
    Red Creek
    WMC260564
    RC-106
    1060
    Red CreekWMC260160
    RC-44
    1057
    Red Creek
    WMC260565
    RC-107
    1060
    Red Creek


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- 10 -

Location
    Property
    
    
    Location
    PropertyClaim No.
    Claim Name
    **Last Book**
    Name
    Claim No.
    **Claim Name**
    **Last Book**
    NameWMC260161
    RC-45
    1057
    Red Creek
    WMC260566
    RC-108
    1060
    Red CreekWMC260162
    RC-46
    1057
    Red Creek
    WMC260567
    RC-109
    1060
    Red CreekWMC260163
    RC-47
    1057
    Red Creek
    WMC260568
    RC-110
    1060
    Red CreekWMC260164
    RC-48
    1057
    Red Creek
    WMC260569
    RC-111
    1060
    Red CreekWMC260165
    RC-49
    1057
    Red Creek
    WMC260570
    RC-112
    1060
    Red CreekWMC260166
    RC-50
    1057
    Red Creek
    WMC260571
    RC-113
    1060
    Red CreekWMC260167
    RC-51
    1057
    Red Creek
    WMC260572
    RC-114
    1060
    Red CreekWMC260168
    RC-52
    1057
    Red Creek
    WMC260573
    RC-115
    1060
    Red CreekWMC260169
    RC-53
    1057
    Red Creek
    WMC260574
    RC-116
    1060
    Red CreekWMC260170
    RC-54
    1057
    Red Creek
    WMC260575
    RC-117
    1060
    Red CreekWMC260171
    RC-55
    1057
    Red Creek
    WMC260576
    RC-118
    1060
    Red CreekWMC260172
    RC-56
    1057
    Red Creek
    WMC260577
    RC-119
    1060
    Red CreekWMC260173
    RC-57
    1057
    Red Creek
    WMC260578
    RC-120
    1060
    Red CreekWMC260174
    RC-58
    1057
    Red Creek
    WMC260579
    RC-121
    1060
    Red CreekWMC260175
    RC-59
    1057
    Red Creek
    WMC260580
    RC-122
    1060
    Red CreekWMC260176
    RC-60
    1057
    Red Creek
    WMC260581
    RC-123
    1060
    Red CreekWMC260177
    RC-61
    1057
    Red Creek
    WMC260582
    RC-124
    1060
    Red CreekWMC260178
    RC-62
    1057
    Red Creek
    WMC260583
    RC-125
    1060
    Red CreekWMC260179
    RC-63
    1057
    Red Creek
    WMC260584
    RC-126
    1060
    Red CreekWMC260585
    RC-127
    1060
    Red CreekWMC260586
    RC-128
    1060
    Red Creek


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- 11 -



Figure 1 Location of Juniper Ridge Property

Location, Access and History of Exploration of Juniper
Ridge

The Juniper Ridge project is located in the Poison Basin
uranium district in the south central area of Wyoming, close to the Colorado
border. The total acreage of the property is 3,200 acres and over 2,000
historical drill holes have been drilled on the project to verify the resource.
An area of interest within the Juniper Ridge project is the Browns Park
Formation which is 100s of feet thick.. The roughly 2,000 historical drill
holes have been drilled between 100 and 300 feet in depth, and have shown an
average grade of between 0.05% and 0.20% .

Mineralization

On the Juniper Ridge Property, mineralization occurs as tabular
bodies in sandstone at depths from the surface to 300 feet down.

Uravan-Beck project

Location and description, Access to Property

Our Uravan-Beck project is located in New Mexico in Montrose
County, Colorado. This locale is about 65 miles south of Grand Junction,
Colorado, and situated astride state highway #141 and the adjacent Dolores
River. The property consists of 2565 acres which area is shown on the Red Canyon
and Roc Creek U.S. Geological Survey (USGS) topographic quadrangle maps. The
property is transected by many old drill roads.

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- 12 -

Geology

The Uravan-Beck properties are located on either side of the
highway and north-flowing Dolores River. On the west side of the river, our
properties are underlain by the lower half of the Salt Wash which is host to
lower rim uranium deposits. On the east side, our properties are underlain by
a full section of Salt Wash and host both upper rim, middle rim, and lower
rim uranium deposits as can be observed in the west-facing cliff face above
the east side of the river.

Previous exploration and development history

Mr. Bruce Beck, Moab, Utah, former uranium miner and locator of
the Company property, estimates 1700 old drill holes, perhaps dating from the
1960s, many forming clusters of close-proximity holes, are present in the
project area. Thus far, about two dozen clusters, so-called drill outs, have
been found. Drill hole probing with portable scintillation equipment indicates
local gamma response, equivalent uranium, at relatively shallow depth in these
old holes.

General Electric Uranium Management Company (GEUMCO) acquired
23 claims in the Carpenter Flats area in 1977. From then to 1980 GEUMCO drilled
61 holes in the area, which we believe to be on our property

In 1981 a limited partnership of Wisconsin nuclear power
utilities, the Dolores Bench Limited Partnership, Green Bay, Wisconsin, also
known as the Kewaunee group, consisting of Wisconsin Public Service Corp.,
Madison Gas and Electric and Wisconsin Power and Light, acquired GEUMCOs
claims. The Kewaunee group formed in the mid-1970s to secure uranium reserves
and maintain a long-term uranium concentrate supply capability. A company called
Minerals Recovery Corp. (MRC), now defunct, was contracted to explore the
Kewaunee group properties in the Uravan district and elsewhere.

MRC drilled 30 holes in 1982, 94 holes in 1983, and 84 holes in
1984 for a total of 27,368 feet in 208 holes on what is now our Uravan-Beck
properties. The average drill depth for the program was 132 feet. We do not know
of any reports of findings or results from that drilling.

Acquisition of previous drill information for the Return
Mine area

In early 2008, the Company purchased the data base of the
results of drilling for the 208 development drill holes completed by MRC as well
as some information for the 61 exploration drill holes completed by GEUMCO on
the property. The MRC holes were originally gamma-logged for uranium by Superior
Logging, Naturita, Colorado, and the rock cuttings were chemically analyzed for
V2O5. The drill pattern covers an area of about 1500 feet by 1500 feet.

---

- 13 -



Figure 2 Location of Uravan-Beck Project

Competition

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.

Compliance with Government Regulation

Our mineral claims in the State of Wyoming are comprised of
non-patented lode mining claims located on federal land managed by the U.S.
Bureau of Land Management. Mining activities on the claims must be carried out
in accordance with a permit issued by the 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.

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- 14 -

Holding costs of the unpatented lode mining claims include a
claim maintenance fee of $125.00 per claim payable to the Bureau of Land
Management on or before September 1 of each calendar year and those for
recording an affidavit and Notice of Intent to hold with the Office of the
Clerk, Fremont County Wyoming. County filing fees for documents is $8.00 for the
first page and $3.00 per page thereafter, with up to 10 sections of land noted
per document. The above Bureau of Land Management maintenance fees will be due
again before September 1, 2009, and each year thereafter, the affidavit and
Notice of Intent fees will be due again before December 31, 2008, and each year
thereafter, with both as modified by future legislation.

Research and Development Expenditures

We did not incur expenditures in research and development over
the last fiscal year.

Employees

Currently, we do not have any employees other than our
directors and officers. Our directors and certain contracted individuals 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.

We engage contractors from time to time to consult with us on
specific corporate affairs or to perform specific tasks in connection with our
exploration programs.

We retain consultants on the basis of ability and experience.
Except as set forth above, neither we nor any person acting on our behalf has
any preliminary agreement or understanding, nor do we contemplate any such,
concerning any aspect of our operations pursuant to which any person would be
hired, compensated or paid a finders fee.

Subsidiaries

We do not have any subsidiaries.

Intellectual Property

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

ITEM 3. LEGAL PROCEEDINGS

To the best of our knowledge, we are currently not a party to
any legal or bankruptcy proceeding.

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

None

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- 15 -

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 November 12, 2008, was
$0.065 per share.

Quarter Ended
    Bid High
    Bid LowJuly 31, 2008
    $0.60
    $0.09April 30, 2008
    $0.83
    $0.35January 31, 2008
    $1.94
    $0.56October 31, 2007
    $2.35
    $1.25July 31, 2007
    $3.64
    $1.42April 30, 2007
    $3.45
    $0.00January 31, 2007
    $0.00
    $0.00October 31, 2006
    $0.00
    $0.00


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 November 13, 2008, we have 51,413,768 shares of our
common stock 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.

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

Since the end of our last quarter, we have issued the following
securities:

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.

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- 16 -

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, nominal equipment and mineral
property interests. 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.

Plan of Operations and Cash Requirements Over the Next
Twelve Months

Current Status of Exploration Projects

At the Juniper Ridge Property, located in the Poison Basin
Uranium District of south-central Wyoming, 73 lode mining claims were added to
the project earlier this summer, bringing the total number there to 201 claims
in addition to one State of Wyoming Mineral Lease. This addition increased the
project to 4,793 acres in size from the previous 3,200 acres. Permitting
activities at Juniper Ridge are ongoing with Strathmore Minerals Corp. having
received permits to begin monitor well installation of six groundwater wells.
Upon completion, pump tests will be performed to determine the hydrologic
characteristics of possible aquifers, and to obtain samples to determine
baseline water quality. We had initially scheduled the drilling and installation
activities for spring 2009, in addition to plans for extensive exploration
drilling to increase the extent of the known mineralization. We are currently
reevaluating the drilling and installation activities program given the current
economic condition of Uranium Vanadium market and our estimated exploration
costs.

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- 17 -

At the Uravan-Beck Property, located in the Uravan district of
Colorado, an extensive data base for the Return Mine has been acquired. This
data includes over 400 drill holes, mine designs for an expanded mine, and
economic models for the proposed mine. In the past year we drilled 6,508 feet
and have plans to apply for drill permits to drill an additional 75,000 feet
over the next 12 month period.. This drilling will verify the resource at the
Return Mine and will verify mineralization at selected other known areas of
unmined but known mineralization. Stewart Brothers Drilling of Milan New Mexico
has been selected as the drilling contractor. JBR Environmental Consultants Inc.
has been selected to obtain the drill permits for Yellowcake. Drilling has begun
in August 2008 after we have made the reclamation bond for the drilling
permit.

Anticipated Cash Requirements

We estimate that our total expenditures over the next 12 months
will be approximately $1,609,000. Our plan of operations for the next 12 months
is to complete the following objectives:

Expense
    
    CostConsulting Fees
    $
    60,000General and administrative
    
    70,000Investor relations
    
    60,000Management fees
    
    84,000Juniper Project
    
    200,000Beck Project
    
    1,035,000Professional fees
    
    100,000Total
    $
    1,609,000


At July 31, 2008 we had cash available of $651,000 and account
payable and accrued liabilities of $165,000. We would have approximately
$486,000 available after paying off the liabilities. We will require additional
funds to implement our growth strategy in exploration operations over the next
12 months ending July 31, 2009. These funds may be raised through equity
financing, debt financing, or other sources, which may result in further
dilution in the equity ownership of our shares. If we need and are unable to
obtain additional financing, we could be forced to scale down or cease
operations and investors could lose their entire investment in our common stock.
We may continue to be unprofitable.

Liquidity and Capital Resources

Our financial condition for the year ended July 31, 2008 and
July 31, 2007 and the changes between those periods for the respective items are
summarized as follows:

Working Capital

|                    |   | July 31, 2008 |  |   | July 31, 2007 | 
|------------------- | - | ------------- |  | - | ------------- | 
|                    |   |               |  |   |               | 
|Current Assets      | $ | 723,497       |  | $ | 4,770,986     | 
|Current Liabilities |   | 165,181       |  |   | 923,440       | 
|Working Capital     | $ | 558,316       |  | $ | 3,847,546     | 

The decrease in our working capital was primarily due to costs
associated with claim maintenance under the Strathmore agreement and the costs
associated with the Beck properties.

---

- 18 -

Cash Flows

|                                                                      |   |               |   |   |               |   |   | Inception     |  
|--------------------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ------------- | -
|                                                                      |   |               |   |   |               |   |   | (March 31,    |  
|                                                                      |   | Year Ended    |   |   | Year Ended    |   |   | 2006) to      |  
|                                                                      |   | July 31, 2008 |   |   | July 31, 2007 |   |   | July 31, 2008 |  
|Net cash used in Operating Activities                                 | $ | (2,620,167    | ) | $ | (901,384      | ) | $ | (3,529,335    | )
|Net cash used in Investing Activities                                 |   | (1,426,707    | ) |   | (100,000      | ) |   | (1,526,707    | )
|Net cash provided by Financing Activities                             |   | -             |   |   | 5,652,495     |   |   | 5,707,495     |  
|Increase (decrease) Cash and Cash Equivalents During the
      Period | $ | (4,046,874    | ) | $ | 4,651,111     |   | $ | 651,453       |  

Cash Used In Operating Activities

During the year ended July 31, 2008 we used net cash in
operating activities in the amount of $2,260,167. The cash used in year ended
July 31, 2008 by our operating activities is primarily represented by mineral
property expenditures and payment of financing costs. Administrative expenses and investor relations net of
interest income comprise the balance. For the prior year the cash used in
operating activities is represented solely by administrative expenses.

Cash from Financing Activities

We received no net cash from financing activities during the
year ended July 31, 2008 compared to $5,652,495 received during the year ended
July 31, 2007. During the 2007, the net cash generated by financing activities
is attributable to the private placement financings of our common stock that we
have completed for the year.

Cash from Investing Activities

During the year ended July 31, 2008, we incurred a total of
$1,426,707 in investing activities compared to $100,000 for the same period in
2007. The increase spending in investing was primarily due to the addition of
Beck property. Pursuant to the agreement, we had paid an aggregate of $1,089,193
to the vendors of Beck. We also paid $130,400 to the State of Colorado as
reclamation bond for the application of drilling permit for the Beck property.
We have drilled about 40 holes in August 2008. We also incurred $107,114 in
exploration advances to Strathmore.

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, 2008 which are included herein.

Our operating results for the year ended July 31, 2008, for the
period from our inception on March 31, 2006 through to July 31, 2008 and the
changes between those periods for the respective items are summarized as
follows:

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.

---

- 19 -

Expenses

|                                      |   | Year Ended    |  |   | Year Ended    | 
|------------------------------------- | - | ------------- |  | - | ------------- | 
|                                      |   | July 31, 2008 |  |   | July 31, 2007 | 
|Consulting fees                       | $ | 28,050        |  | $ | 346,902       | 
|General and administrative            |   | 89,816        |  |   | 73,687        | 
|Impairment of mineral interests       |   | 10,357,142    |  |   | -             | 
|Investor relations and communications |   | 104,342       |  |   | 101,806       | 
|Management fees                       |   | 1,050,873     |  |   | 2,071,282     | 
|Mineral property interests            |   | 1,124,316     |  |   | 665,421       | 
|Financing Costs                       |   | -             |  |   | 709,200       | 
|Professional fees                     |   | 348,142       |  |   | 193,153       | 
|Total expenses                        | $ | 13,102,681    |  | $ | 4,161,451     | 

Consulting and management fees

Consulting and management fees represent fees paid to services
paid to officers and directors and consultants, and the fair values of stock
options expenses for stock options granted to these individuals. The Company
recorded an aggregate amount of $787,828 for the year ended July 31, 2008 as
compared to $2,370,719 in 2007. The Company had granted options to four officers
and directors and consultants, the related stock options expense was recorded as
part of management fees and consulting fees for the year ended July 31, 2007.
During the current year ended July 31, 2008, two directors and three consultants
had left and thus their related expenses were not recognized in the year.

General and administrative expense

General and administrative expense includes rent, travel,
office supplies and office services. The increase in our general and
administrative expenses for the year ended July 31, 2008 was due to costs
incurred maintaining a corporate office for a full year.

Impairment of mineral interests

The write down represents the carrying value of mineral
interest rights on the Juniper property. Based on our analysis, 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, we have written down the mineral interest in Juniper Ridge property
to a nominal value, $1, as of the year ended July 31, 2008. If at such time in
the future, management determines that the market price of Uranium supports
mining this property, the Company will re-evaluate its interest. However, the
Company will continue with its claim maintenance obligations.

Mineral property interests

Mineral property interests represent expenditures under the
option agreement to earn an interest in the Juniper Ridge property, funds
expended on the Texas data base and exploration expenses incurred under binding
letters of intent to enter into option agreements on the Sky and Jeep
properties.

Financing costs

Pursuant to the terms and conditions of the private placement,
the Company agreed to use its best efforts to register the common shares issued
in the private placements for resale by the purchasers within 180 days of issue.
The Company also agreed, if the shares had not been registered by that date, to
pay as a penalty to each purchaser an amount equal to 2% of the amount invested
for each month that the shares remained unregistered, to a maximum of 6 months.
As the Company did not complete the filing within the specified time period, we
had accrued and recorded the amount as financing costs in 2007. No such
financing costs were incurred during the year ended July 31, 2008.

---

- 20 -

Professional fees

Professional fees include legal expenses in connection with
major contracts and general corporate matters and audit expense for the year.
The increase in legal and audit fees for the year ended July 31, 2008 was due
expanded scope of operations. Our accounting and auditing expenses were incurred
in connection with the preparation of our audited financial statements and
unaudited interim financial statements. Our legal expenses represent amounts
paid to legal counsel in connection with our corporate activities and the
preparation or review of our reports and other disclosure filed with the SEC.
Legal and audit expenses will be ongoing during fiscal 2009 as we are subject to
the reporting obligations of the Securities Exchange Act of 1934, as amended,
and BCSC Instrument 59-509.

Going Concern

The audited financial statements accompanying this report have
been prepared on a going concern basis, which implies that our company will
continue to realize its assets and discharge its liabilities and commitments in
the normal course of business. Our company has not generated revenues since
inception, has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. 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 its operating objectives, confirmation of our companys
interests in the underlying properties, and the attainment of profitable
operations. As at July 31, 2008, our company has accumulated losses of
$17,138,161 of which $10,357,142 represents the write down on the Juniper
property.

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, 2008, 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. The continuation of our business is dependent upon us
raising additional financial support. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current stockholders.

Recently Issued Accounting Standards

In June 2006, the Financial Accounting Standards Board (FASB)
issued interpretation No. 48, Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109 (FAS No. 109) (FIN 48). This
interpretation prescribes a recognition threshold and measurement attribute for
tax positions taken or expected to be taken in a tax return. This interpretation
also provides guidance on de-recognition, classification, interest and
penalties, accounting in interim periods, disclosure and transition. The
evaluation of a tax position in accordance with this interpretation is a
two-step process. In the first step, recognition, the Company determines whether
it is more-likely-than-not that a tax position will be sustained upon
examination, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. The second step
addresses measurement of a tax position that meets the more-likely-than-not
criteria. The tax position is measured at the largest amount of benefit that is
greater than 50 percent likely of being realized upon ultimate settlement.
Differences between tax positions taken in a tax return and amounts recognized
in the financial statements will generally result in a) an increase in a
liability for income taxes payable or a reduction of an income tax refund
receivable, b) a reduction in a deferred tax asset or an increase in a deferred
tax liability or c) both a and b. Tax positions that previously failed to meet
the more-likely-than-not recognition threshold should be recognized in the first
subsequent financial reporting period in which that threshold is met. Previously
recognized tax positions that no longer meet the more-likely-than-not
recognition threshold should be de-recognized in the first subsequent financial
reporting period in which that threshold is no longer met. Use of a valuation
allowance as described in FAS No. 109 is not an appropriate substitute for the
de-recognition of a tax position. The requirement to assess the need for a
valuation allowance for deferred tax assets based on sufficiency of future
taxable income is unchanged by this interpretation. This Interpretation is
effective for fiscal years beginning after December 15, 2006.

---

- 21 -

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.

In December 2007, the FASB issued SFAS 141R Business
Combinations which is effective for fiscal years beginning after December 15,
2008. SFAS 141R, which will replace FAS 141, is applicable to business
combinations consummated after the effective date of December 15, 2008. 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 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 is not expected to have a
material effect on the Companys future 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. Early adoption is permitted as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provisions of SFAS No. 157,
Fair Value Measurements. The adoption of this statement is not expected
to have a material effect on the Companys financial statements.

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 is not expected to have a material effect on the Companys future
reported financial position or results of operations.

---

- 22 -

Application of Critical Accounting Estimates

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. Our companys mineral rights are generally enforceable
regardless of whether proven and probable reserves have been established. Our
company has the ability and intent to renew mineral rights where the existing
term is not sufficient to recover undeveloped mineral interests.

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. No write downs of mineral property interests were recorded in the year
ended July 31, 2007.

At July 31, 2008, we made the decision to write down our
investment in the Juniper 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
production on these properties.

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. At July 31, 2007,
our company had not undertaken any drilling activity on its properties had not
incurred significant reclamation obligations. As such, no asset retirement
obligation accrual was made in the July 31, 2008 and 2007 financial
statements.

---

- 23 -

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

---

- 24 -

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA









YELLOWCAKE MINING INC.(An Exploration Stage Company)

FINANCIAL STATEMENTS

(Expressed in United States Dollars)

JULY 31, 2008



---

|                            | 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 ofYellowcake
      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, 2008 and 2007, and the
  related statements of operations, cash flows and changes in stockholders¡ ̄equity
  for the years then ended and for the period from inception (March 23, 2006) to
  July 31, 2008. 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, 2008 and 2007, 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, 2008, 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
  $17,138,161 at July 31, 2008 and incurred a net loss for the year then ended of
  $13,007,493. These conditions raise substantial doubt about the Company¡ ̄s
  ability to continue as a going concern. Management¡ ̄s plans in regard to these
  matters are also described in Note 1. The financial statements do not include
  any adjustments that might result from the outcome of this uncertainty.

/s/ BDO Dunwoody LLP

Chartered Accountants

Vancouver, Canada
  November 10, 2008

F-1

---

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

|                                                                |   | July 31, 2008 |   |   | July 31, 2007 |  
|--------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
|                                                                |   |               |   |   |               |  
|ASSETS                                                          |   |               |   |   |               |  
|                                                                |   |               |   |   |               |  
|Current                                                         |   |               |   |   |               |  
|Cash                                                            | $ | 651,453       |   | $ | 4,698,327     |  
|Receivables                                                     |   | 65,000        |   |   | 2,489         |  
|Prepaid expenses                                                |   | 7,044         |   |   | 70,170        |  
|                                                                |   |               |   |   |               |  
|Total current assets                                            |   | 723,497       |   |   | 4,770,986     |  
|                                                                |   |               |   |   |               |  
|Exploration advances (Note 4)                                   |   | 107,114       |   |   | -             |  
|Mineral rights (Note 3)                                         |   | 1,324,417     |   |   | 10,257,143    |  
|Reclamation bonds                                               |   | 130,400       |   |   | -             |  
|                                                                |   |               |   |   |               |  
|Total assets                                                    | $ | 2,285,428     |   | $ | 15,028,129    |  
|                                                                |   |               |   |   |               |  
|LIABILITIES AND STOCKHOLDERS EQUITY                            |   |               |   |   |               |  
|                                                                |   |               |   |   |               |  
|Current                                                         |   |               |   |   |               |  
|Accounts payable
      and accrued liabilities (Notes 6 and 11) | $ | 165,181       |   | $ | 833,019       |  
|Due to Strathmore Minerals Corp.
      (Note 4)                 |   | -             |   |   | 90,421        |  
|                                                                |   | 165,181       |   |   | 923,440       |  
|                                                                |   |               |   |   |               |  
|Stockholders Equity                                            |   |               |   |   |               |  
|                                                                |   |               |   |   |               |  
|Common stock,
      750,000,000 shares authorized with a par    |   | 51,414        |   |   | 50,932        |  
|value of
      $0.001 (issued: July 31, 2008  51,413,768; July |   |               |   |   |               |  
|31, 2007  50,931,625)                                          |   |               |   |   |               |  
|Additional paid-in (distribution
      of) capital              |   | 19,206,994    |   |   | 18,184,425    |  
|Deficit
      accumulated during the exploration stage          |   | (17,138,161   | ) |   | (4,130,668    | )
|                                                                |   |               |   |   |               |  
|Total stockholders equity                                      |   | 2,120,247     |   |   | 14,104,689    |  
|                                                                |   |               |   |   |               |  
|Total liabilities and stockholders equity                      | $ | 2,285,428     |   | $ | 15,028,129    |  

Nature of Operations and Ability to Continue as a Going
  Concern (Note 1)

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

F-2

---

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,        |  
|                                               |   | 2008             |   |   | 2007             |   |   | **2006) to July** |  
|                                               |   |                  |   |   |                  |   |   | 31, 2008          |  
|                                               |   |                  |   |   |                  |   |   |                   |  
|                                               |   |                  |   |   |                  |   |   |                   |  
|Expenses                                       |   |                  |   |   |                  |   |   |                   |  
|Consulting
      fees (Note 5)                 | $ | 28,050           |   | $ | 346,902          |   | $ | 374,952           |  
|General and administrative                     |   | 89,816           |   |   | 73,687           |   |   | 171,037           |  
|Impairment
      of mineral interests (Note 3) |   | 10,357,142       |   |   | -                |   |   | 10,357,142        |  
|Investor relations and communication           |   | 104,342          |   |   | 101,806          |   |   | 207,748           |  
|Management
      fees (Notes 5 and 6)          |   | 1,050,873        |   |   | 2,071,282        |   |   | 3,122,155         |  
|Mineral property expenditures (Note 3)         |   | 1,124,316        |   |   | 665,421          |   |   | 1,789,737         |  
|Financing
      costs (Note 11)                |   | -                |   |   | 709,200          |   |   | 709,200           |  
|Professional fees                              |   | 348,142          |   |   | 193,153          |   |   | 541,295           |  
|                                               |   |                  |   |   |                  |   |   |                   |  
|Loss before undernoted items                   |   | (13,102,681      | ) |   | (4,161,451       | ) |   | (17,273,266       | )
|Interest income                                |   | 95,188           |   |   | 39,917           |   |   | 135,105           |  
|                                               |   |                  |   |   |                  |   |   |                   |  
|Net Loss                                       | $ | (13,007,493      | ) | $ | (4,121,534       | ) | $ | (17,138,161       | )
|                                               |   |                  |   |   |                  |   |   |                   |  
|Basic and
      diluted loss per share         | $ | (0.25            | ) | $ | (0.05            | ) |   |                   |  
|                                               |   |                  |   |   |                  |   |   |                   |  
|Weighted average number of shares              |   |                  |   |   |                  |   |   |                   |  
|outstanding                                    |   | 51,052,283       |   |   | 76,465,969       |   |   |                   |  

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

F-3

---

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

|                                                        |   |               |   |   |               |   |   | Inception         |  
|------------------------------------------------------- | - | ------------- | - | - | ------------- | - | - | ----------------- | -
|                                                        |   |               |   |   |               |   |   | (March 23,        |  
|                                                        |   | Year Ended    |   |   | Year Ended    |   |   | **2006**) to July |  
|                                                        |   | July 31, 2008 |   |   | July 31, 2007 |   |   | 31, 2008          |  
|                                                        |   |               |   |   |               |   |   |                   |  
|                                                        |   |               |   |   |               |   |   |                   |  
|CASH FLOWS FROM OPERATING                               |   |               |   |   |               |   |   |                   |  
|ACTIVITIES                                              |   |               |   |   |               |   |   |                   |  
|Net loss                                                | $ | (13,007,493   | ) | $ | (4,121,534    | ) | $ | (17,138,161       | )
|Adjustments to reconcile net loss to cash used
      in |   |               |   |   |               |   |   |                   |  
|operating activities:                                   |   |               |   |   |               |   |   |                   |  
|Stock-based
      compensation                          |   | 787,828       |   |   | 2,370,719     |   |   | 3,158,547         |  
|Write off of mineral interests                          |   | 10,357,142    |   |   | -             |   |   | 10,357,142        |  
|Changes in assets and liabilities:                      |   |               |   |   |               |   |   |                   |  
|Receivables                                             |   | (62,511       | ) |   | (2,489        | ) |   | (65,000           | )
|Prepaid
      expenses                                  |   | 63,126        |   |   | (70,020       | ) |   | (7,044            | )
|Due to Strathmore Minerals Corp.                        |   | (90,421       | ) |   | 90,421        |   |   | -                 |  
|Accounts
      payable and accrued liabilities          |   | (667,838      | ) |   | 831,519       |   |   | 165,181           |  
|Net cash used in operating
      activities             |   | (2,620,167    | ) |   | (901,384      | ) |   | (3,529,335        | )
|                                                        |   |               |   |   |               |   |   |                   |  
|                                                        |   |               |   |   |               |   |   |                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES                    |   |               |   |   |               |   |   |                   |  
|Proceeds from issuance of
      capital stock           |   | -             |   |   | 5,652,495     |   |   | 5,707,495         |  
|Net cash provided by financing activities               |   | -             |   |   | 5,652,495     |   |   | 5,707,495         |  
|                                                        |   |               |   |   |               |   |   |                   |  
|                                                        |   |               |   |   |               |   |   |                   |  
|CASH FLOWS FROM INVESTING ACTIVITIES                    |   |               |   |   |               |   |   |                   |  
|Acquisition of mineral rights                           |   | (1,189,193    | ) |   | (100,000      | ) |   | (1,289,193        | )
|Exploration advances                                    |   | (107,114      | ) |   | -             |   |   | (107,114          | )
|Reclamation bond                                        |   | (130,400      | ) |   | -             |   |   | (130,400          | )
|Net cash used in investing
      activities             |   | (1,426,707    | ) |   | (100,000      | ) |   | (1,526,707        | )
|                                                        |   |               |   |   |               |   |   |                   |  
|Increase (decrease) in cash during the
      period     |   | (4,046,874    | ) |   | 4,651,111     |   |   | 651,453           |  
|                                                        |   |               |   |   |               |   |   |                   |  
|Cash, beginning of period                               |   | 4,698,327     |   |   | 47,216        |   |   | -                 |  
|                                                        |   |               |   |   |               |   |   |                   |  
|Cash, end of period                                     | $ | 651,453       |   | $ | 4,698,327     |   | $ | 651,453           |  
|                                                        |   |               |   |   |               |   |   |                   |  
|                                                        |   |               |   |   |               |   |   |                   |  
|Cash paid for interest during the period                | $ | -             |   | $ | -             |   |   |                   |  
|Cash paid for income taxes during the period            | $ | -             |   | $ | -             |   |   |                   |  

Supplemental Disclosure with respect to Cash flows (Note 10)

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

F-4

---

YELLOWCAKE MINING INC.
  (An Exploration
  Stage Company) 
  STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
  For the
  Period from March 23, 2006 (Date of Inception) to July 31, 2008 
  (Expressed in US dollars)

|                                             |             |   |   |         |   |   |               |   |   | Deficit     |   |   |               |  
|-------------------------------------------- | ----------- | - | - | ------- | - | - | ------------- | - | - | ----------- | - | - | ------------- | -
|                                             |             |   |   |         |   |   | Additional    |   |   | Accumulated |   |   |               |  
|                                             | Number of   |   |   |         |   |   | Paid-in       |   |   | During the  |   |   | Total         |  
|                                             | common      |   |   | Par     |   |   | (distribution |   |   | Exploration |   |   | Stockholders |  
|                                             | shares      |   |   | Value   |   |   | of) Capital   |   |   | stage       |   |   | Equity        |  
|                                             |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|                                             |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|Balance, March 23, 2006                      |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|(date of inception)                          | -           |   | $ | -       |   | $ | -             |   | $ | -           |   | $ | -             |  
|Shares issued:                               |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|Initial
      capitalization                 | 60,000,000  |   |   | 60,000  |   |   | (58,000       | ) |   | -           |   |   | 2,000         |  
|Private placement                            | 31,800,000  |   |   | 31,800  |   |   | 21,200        |   |   | -           |   |   | 53,000        |  
|Net
      loss for the period                | -           |   |   | -       |   |   | -             |   |   | (9,134      | ) |   | (9,134        | )
|                                             |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|Balance, July 31, 2006                       | 91,800,000  |   |   | 91,800  |   |   | (36,800       | ) |   | (9,134      | ) |   | 45,866        |  
|Shares issued:                               |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|Private placements
      (Note 5)            | 6,131,625   |   |   | 6,132   |   |   | 5,903,868     |   |   | -           |   |   | 5,910,000     |  
|Acquisition of mineral rights (Note 5)       | 9,000,000   |   |   | 9,000   |   |   | 10,148,143    |   |   | -           |   |   | 10,157,143    |  
|Shares returned to treasury (Note 5)         | (56,000,000 | ) |   | (56,000 | ) |   | 56,000        |   |   | -           |   |   | -             |  
|Share issue costs (Note
      5)             | -           |   |   | -       |   |   | (257,505      | ) |   | -           |   |   | (257,505      | )
|Stock-based compensation (Note 5)            | -           |   |   | -       |   |   | 2,370,719     |   |   | -           |   |   | 2,370,719     |  
|Net loss for the year                        | -           |   |   | -       |   |   | -             |   |   | (4,121,534  | ) |   | (4,121,534    | )
|                                             |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|Balance, July 31, 2007                       | 50,931,625  |   | $ | 50,932  |   | $ | 18,184,425    |   | $ | (4,130,668  | ) | $ | 14,104,689    |  
|Shares issued:                               |             |   |   |         |   |   |               |   |   |             |   |   |               |  
|Acquisition of mineral rights
      (Note 3) | 482,143     |   |   | 482     |   |   | 234,741       |   |   | -           |   |   | 235,223       |  
|Stock-based compensation (Note 5)            | -           |   |   | -       |   |   | 787,828       |   |   | -           |   |   | 787,828       |  
|Net loss for the year                        | -           |   |   | -       |   |   | -             |   |   | (13,007,493 | ) |   | (13,007,493   | )
|Balance, July 31, 2008                       | 51,413,768  |   | $ | 51,414  |   | $ | 19,206,994    |   | $ | (17,138,161 | ) | $ | 2,120,247     |  

On January 23, 2007, the Company effected a 30:1 forward stock
  split of the authorized, issued and outstanding common stock (Note 5). All share
  and per share amounts have been retroactively adjusted for all periods
  presented.

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

F-5

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 $17,138,161 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.   

F-6

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (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, 2008,
      potentially dilutive common shares relating to options and warrants
      outstanding totalling 5,055,000 (2007  5,555,000) 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. To date, the Company has not incurred 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, 2008,
      the Company recognized an impairment of $10,357,142 in respect of one of
      its mineral properties (2007 - $Nil).                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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-7

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 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. Early adoption is permitted as
      of the beginning of a fiscal year that begins on or before November 15,
      2007, provided the entity also elects to apply the provisions of SFAS No.
      157, Fair Value Measurements.The adoption of this statement is
      not expected to have a material effect on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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 is not expected to have a
      material effect on the Companys future reported financial position or
      results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In June 2006, the Financial Accounting Standards Board
      (FASB) issued interpretation No. 48, Accounting for Uncertainty in
      Income Taxes-an interpretation of FASB Statement No. 109 (FAS No. 109)
      (FIN 48). This interpretation prescribes a recognition threshold and
      measurement attribute for tax positions taken or expected to be taken in a
      tax return. This interpretation also provides guidance on de-recognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. The evaluation of a tax position in accordance
      with this interpretation is a two-step process. In the first step,
      recognition, the Company determines whether it is more-likely-than-not
      that a tax position will be sustained upon examination, including
      resolution of any related appeals or litigation processes, based on the
      technical merits of the position. The second step addresses measurement of
      a tax position that meets the more-likely-than-not criteria. The tax
      position is measured at the largest amount of benefit that is greater than
      50 percent likely of being realized upon ultimate settlement. Differences
      between tax positions taken in a tax return and amounts recognized in the
      financial statements will generally result in a) an increase in a
      liability for income taxes payable or a reduction of an income tax refund
      receivable, b) a reduction in a deferred tax asset or an increase in a
      deferred tax liability or c) both a and b. Tax positions that previously
      failed to meet the more-likely-than-not recognition threshold should be
      recognized in the first subsequent financial reporting period in which
      that threshold is met. Previously recognized tax positions that no longer
      meet the more-likely-than-not recognition threshold should be
      de-recognized in the first subsequent financial reporting period in which
      that threshold is no longer met. Use of a valuation allowance as described
      in FAS No. 109 is not an appropriate substitute for the de-recognition of
      a tax position. The requirement to assess the need for a valuation
      allowance for deferred tax assets based on sufficiency of future taxable
      income is unchanged by this interpretation. This Interpretation is
      effective for fiscal years beginning after December 15, 2006.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-8

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Recent Accounting Pronouncements
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In December 2007, the FASB issued SFAS 141R Business
      Combinations which is effective for fiscal years beginning after December
      15, 2008. SFAS 141R, which will replace FAS 141, is applicable to business
      combinations consummated after the effective date of December 15, 2008.
      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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 is not expected to have a
      material effect on the Companys future reported financial position or
      results of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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
      must 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 must also 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 will 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.                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company will also finance the evaluation of the
      Strathmore Texas Database regarding uranium prospects in Texas by paying
      $25,000 on closing of the agreement (paid), spending $440,000 for a
      minimum of one year to finance the cost of evaluating the Texas Database,
      and incurring the first $500,000 in costs to acquire mining leases to any
      properties identified from the evaluation. Subsequently, the Company and
      Strathmore Minerals Corp. will be 50/50 partners in the development of the
      identified targets resulting from the database. Strathmore subsequently
      became a related party to the Company when its president was appointed a
      director of the Company. The president of Strathmore resigned as a
      director of the Company in January, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                               

F-9

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|3. | MINERAL RIGHTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Juniper Ridge (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 have been restructured
      so that they are jointly owned by a Limited Liability Company (LLC). The
      Company maintains its 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On October 12, 2008, the Company received a Memorandum of
      Understanding from Strathmore which has proposed to amend the annual
      commitment of expenditures from $300,000 and $500,000 for 2008 and 2009
      respectively to $100,000 per year for 2008 and 2009, with the total
      commitment of remaining at $8,000,000 no later than December 31, 2012. The
      Company has responded to the suggested amendment and it is working with
      Strathmore to reach acceptable terms by both parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 had
      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 was to be met on or before
      September 29, 2008, with additional expenditures of: $1,250,000 was to be
      expended during the twelve months ended September 29, 2009, $1,500,000 was
      to be expended during the twelve months ended September 29, 2010,
      $2,000,000 was to be expended during the twelve months ended September 29,
      2011, $2,000,000 was to be expended during the twelve months ended
      September 29, 2012 and $3,000,000 was 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
      had 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 was to be met on or
      before September 29, 2008, with additional expenditures of: $2,000,000 was
      to be expended during the twelve months ended September 29, 2009,
      $2,000,000 was to be expended during the twelve months ended September 29,
      2010 and $3,000,000 was 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 $5,968,657 in cash and the issuance of 2,765,625 shares of the
      Companys common stock, payable over 5 years as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-10

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|3. | MINERAL RIGHTS (continued)
        Beck
|-- | ---------------------------------------

| | 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        | 

* As of July 31, 2008, the Company has
  made the required 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 has the exclusive right to access, explore and
  develop the properties. All future production from the property will be subject
  to a 3.5% royalty based on the contained metal value of ore after deduction of
  mining, transport and processing costs.

Mineral rights are summarized as
  follows:

| |                                     |   | July 31, 2008 |   |   | July 31, 2007 | 
| | ----------------------------------- | - | ------------- | - | - | ------------- | 
| |                                     |   |               |   |   |               | 
| |                                     |   |               |   |   |               | 
| | Juniper Ridge:                      |   |               |   |   |               | 
| | Opening balance                     | $ | 10,257,143    |   | $ | -             | 
| | Option payment                      |   | 100,000       |   |   | 100,000       | 
| | Issuance of 9,000,000 common shares |   | -             |   |   | 10,157,143    | 
| |                                     |   | 10,357,143    |   |   | 10,257,143    | 
| | Write down of mineral rights        |   | (10,357,142   | ) |   | -             | 
| | Closing balance                     | $ | 1             |   |   | 10,257,143    | 

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. If at such time in the future, management determines that the market price
  of Uranium supports mining this property, the Company will re-evaluate its
  interest. However, the Company will continue with its claim maintenance
  obligations.

| | Beck:                                          |   |           |  |   |            | 
| | ---------------------------------------------- | - | --------- |  | - | ---------- | 
| | Opening balance                                | $ | -         |  | $ | -          | 
| | Option payments                                |   | 1,089,193 |  |   | -          | 
| | Issuance of 482,143 common shares              |   | 235,223   |  |   | -          | 
| | Closing balance                                | $ | 1,324,416 |  | $ | -          | 
| |                                                |   |           |  |   |            | 
| | Total mineral
      rights as of July 31, 2008 | $ | 1,324,417 |  | $ | 10,257,143 | 

F-11

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (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, 2008 |  |   | July 31, 2007 |  |   | 31, 2008          | 
| |                                      |   |               |  |   |               |  |   |                   | 
| |                                      |   |               |  |   |               |  |   |                   | 
| | Juniper Ridge                        |   |               |  |   |               |  |   |                   | 
| | Claim maintenance                    | $ | 34,798        |  | $ | 23,793        |  | $ | 58,591            | 
| | Camp and field
      supplies        |   | 5,776         |  |   | 6,533         |  |   | 12,309            | 
| | Drilling                             |   | 70,892        |  |   | 55,957        |  |   | 126,849           | 
| | Geological and
      geophysical     |   | 248,835       |  |   | 158,918       |  |   | 407,753           | 
| | Travel and accommodation             |   | 7,839         |  |   | 3,986         |  |   | 11,825            | 
| |                                      |   | 368,140       |  |   | 249,187       |  |   | 617,327           | 
| |                                      |   |               |  |   |               |  |   |                   | 
| | Sky:                                 |   |               |  |   |               |  |   |                   | 
| | Claim maintenance                    |   | 6,611         |  |   | -             |  |   | 6,611             | 
| | Assaying,
      testing and analysis |   | 12,051        |  |   | 1,012         |  |   | 13,063            | 
| | Camp and field supplies              |   | 4,470         |  |   | 14,989        |  |   | 19,459            | 
| | Drilling                             |   | 128,452       |  |   | 191,142       |  |   | 319,594           | 
| | Geological and geophysical           |   | 49,754        |  |   | 86,504        |  |   | 136,258           | 
| | Travel and
      accommodation       |   | 1,029         |  |   | 3,986         |  |   | 5,015             | 
| |                                      |   | 202,367       |  |   | 297,633       |  |   | 500,000           | 
| |                                      |   |               |  |   |               |  |   |                   | 
| | Jeep:                                |   |               |  |   |               |  |   |                   | 
| | Claim
      maintenance              |   | 21,979        |  |   | 10,098        |  |   | 32,077            | 
| | Assaying, testing and analysis       |   | 951           |  |   | -             |  |   | 951               | 
| | Camp and field
      supplies        |   | 2,229         |  |   | 4,823         |  |   | 7,052             | 
| | Drilling                             |   | 57,946        |  |   | 30,398        |  |   | 88,344            | 
| | Geological and
      geophysical     |   | 15,428        |  |   | 18,306        |  |   | 33,734            | 
| | Travel and accommodation             |   | 1,130         |  |   | 3,986         |  |   | 5,116             | 
| |                                      |   | 99,663        |  |   | 67,611        |  |   | 167,274           | 
| |                                      |   |               |  |   |               |  |   |                   | 
| | Beck                                 |   |               |  |   |               |  |   |                   | 
| | Claim maintenance                    |   | 86,807        |  |   | -             |  |   | 86,807            | 
| | Assaying,
      testing and analysis |   | 6,111         |  |   | -             |  |   | 6,111             | 
| | Camp and field supplies              |   | 630           |  |   | -             |  |   | 630               | 
| | Drilling                             |   | 45,852        |  |   | -             |  |   | 45,852            | 
| | Geological and geophysical           |   | 165,493       |  |   | -             |  |   | 165,493           | 
| | Permits                              |   | 64,305        |  |   | -             |  |   | 64,305            | 
| | Travel and accommodation             |   | 22,058        |  |   | -             |  |   | 22,058            | 
| |                                      |   | 391,256       |  |   | -             |  |   | 391,256           | 
| |                                      |   |               |  |   |               |  |   |                   | 
| | Texas Database:                      |   |               |  |   |               |  |   |                   | 
| | Geological and geophysical           |   | 62,890        |  |   | 50,990        |  |   | 113,880           | 
| |                                      |   |               |  |   |               |  |   |                   | 
| |                                      | $ | 1,124,316     |  | $ | 665,421       |  | $ | 1,789,737         | 

F-12

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|4. | DUE FROM/TO STRATHMORE MINERALS CORP.                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Amounts owing to/from Strathmore Minerals Corp.
      (Strathmore) are non-interest bearing and with no specified repayment
      terms. As of July 31, 2008, the Company has paid $107,114 in excess of the
      required exploration work performed.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5. | 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 4). 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 4). 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 4). 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, 2008 (Expressed in US dollars)

|5. | COMMON STOCK (continued) Share purchase
      warrants              
|-- | --------------------------------------------------------------------
|   |                                                                     
|   | Share purchase warrant transactions are summarized as
      follows:

| |                                            |  |                  |  |   | Weighted       | 
| | ------------------------------------------ |  | ---------------- |  | - | -------------- | 
| |                                            |  |                  |  |   | Average        | 
| |                                            |  | Number of Shares |  |   | Exercise Price | 
| |                                            |  |                  |  |   |                | 
| |                                            |  |                  |  |   |                | 
| | Balance at July 31, 2006                   |  | -                |  | $ | -              | 
| | Issued                                     |  | 2,955,000        |  |   | 1.50           | 
| | Balance at July 31, 2007 and July 31, 2008 |  | 2,955,000        |  | $ | 1.50           | 

At July 31, 2008, the following share
  purchase warrants were outstanding and exercisable:

| | Number of Shares |  | Exercise Price ($) | Expiry Date      
| | ---------------- |  | ------------------ | -----------------
| |                  |  |                    |                  
| | 2,070,000        |  | 1.50               | February 20, 2009
| | 885,000          |  | 1.50               | February 28, 2009
| | 2,955,000        |  |                    |                  

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. Options granted
  during the quarter ended April 30, 2007 were granted in contemplation of the
  adoption of the Plan.

As disclosed in Note 2, 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.

F-14

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|5. | COMMON STOCK (continued)                                  
|-- | ----------------------------------------------------------
|   |                                                           
|   | Stock option transactions are summarized as
      follows:

| |                                |  |            |   |   | Weighted       | 
| | ------------------------------ |  | ---------- | - | - | -------------- | 
| |                                |  | Number of  |   |   | Average        | 
| |                                |  | Options    |   |   | Exercise Price | 
| |                                |  |            |   |   |                | 
| |                                |  |            |   |   |                | 
| | Balance at July 31, 2006       |  | -          |   | $ | -              | 
| | Granted                        |  | 2,600,000  |   |   | 2.71           | 
| | 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           | 

At July 31, 2008, 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
      
      
      500,000
      
      $
      -100,000
      $
      3.05
      
      $
      -
      
      
      April 13, 2012
      
      
      50,000
      
      $
      -1,000,000
      $
      1.20
      
      $
      -
      
      
      December 3, 2012
      
      
      250,000
      
      $
      -2,100,000
      
      
      
      $
      -
      
      
      
      
      
      800,000
      
      $
      -


The aggregate intrinsic value in the
  preceding table represents the total intrinsic value, based on the Companys
  closing stock price of $0.35 per share as of July 31, 2008, 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, 2008 was $Nil. As of July 31, 2008, 800,000 (2007 
  650,000) outstanding options were vested and exercisable and the weighted
  average exercise price was $2.25 (2007 - $2.71) . The total intrinsic value of
  options exercised during the period ended July 31, 2008 was $Nil (2007 - $Nil).

The following table summarizes
  information regarding the non-vested stock purchase options outstanding as of
  July 31, 2008.

| |                                     |  |                   |   |   | 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       | 

F-15

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|5. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | At July 31, 2008, there was unamortized compensation
      expense of $766,082 relating to the outstanding unvested options. This
      unrecognized compensation cost is expected to be recognized over a
      weighted-average period of 4 years.                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Total stock-based compensation is recorded in the
      Statement of Operations with corresponding additional paid- in capital
      recorded in stockholders' equity as follows:                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The fair value of stock options granted during the year
      ended July 31, 2008 was $741,900 (July 31, 2007 - $5,500,840) which is
      being recognized over the option vesting periods. Total stock-based
      compensation recognized during the year ended July 31, 2008 was $787,828
      (July 31, 2006 - $2,370,719) which has been recorded in the Statement of
      Operations as follows:

| |                                              |   |               |   |   |               |  |   | Inception     | 
| | -------------------------------------------- | - | ------------- | - | - | ------------- |  | - | ------------- | 
| |                                              |   |               |   |   |               |  |   | (March 23,    | 
| |                                              |   | Year Ended    |   |   | Year Ended    |  |   | 2006) to July | 
| |                                              |   | July 31, 2008 |   |   | July 31, 2007 |  |   | 31, 2008      | 
| |                                              |   |               |   |   |               |  |   |               | 
| | Expenses (recovery):                         |   |               |   |   |               |  |   |               | 
| | Consulting fees                              | $ | (68,160       | ) | $ | 300,637       |  | $ | 232,477       | 
| | Management fees                              |   | 855,988       |   |   | 2,070,082     |  |   | 2,926,070     | 
| | Total stock-based
      compensation expense | $ | 787,828       |   | $ | 2,370,719     |  | $ | 3,158,547     | 

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

| |                                  | Year
      Ended | Year
      Ended
| | -------------------------------- | ---------------- | ----------------
| |                                  | July 31, 2008    | July 31, 2007   
| |                                  |                  |                 
| | Risk-free interest rate          | 2.69% - 4.59%    | 3.99%           
| | Expected life of options (years) | 3.96 -5.00       | 5.0             
| | Expected volatility              | 119% - 206%      | 119%            
| | Dividend rate                    | 0%               | 0%              

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company paid or accrued management fees of $40,340 to
      a former officer of the Company (2007 - $9,000) and $154,545 to directors
      of the Company (2007 - $1,200). At July 31, 2008, included in accounts
      payable and accrued liabilities was $10,000 owed to a director 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.

F-16

---

YELLOWCAKE MINING INC.(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008 (Expressed in US dollars)

|7. | SEGMENT INFORMATION                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                    
|   | The Company operates in one business segment being the
      exploration of mineral property interests. Geographic information is as
      follows:

| |                    |   | July 31, 2008 |  |   | July 31, 2007 | 
| | ------------------ | - | ------------- |  | - | ------------- | 
| |                    |   |               |  |   |               | 
| | Non-current assets |   |               |  |   |               | 
| | Canada             | $ | -             |  | $ | -             | 
| | United States      |   | 1,561,931     |  |   | 10,257,143    | 
| |                    |   |               |  |   |               | 
| |                    | $ | 1,561,931     |  | $ | 10,257,143    | 

|8. | INCOME TAXES                                                                              
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|   | The significant components of the Company's future income
      tax assets are as follows:

| |                                      |   | July 31, 2008 |   |   | July 31, 2007 |  
| | ------------------------------------ | - | ------------- | - | - | ------------- | -
| |                                      |   |               |   |   |               |  
| |                                      |   |               |   |   |               |  
| | Deferred income tax assets:          |   |               |   |   |               |  
| | Non-capital loss carry forwards      | $ | 382,000       |   | $ | 131,000       |  
| | Resource
      expenditures          |   | 4,130,000     |   |   | 226,000       |  
| | Valuation
      allowance            |   | (4,512,000    | ) |   | (357,000      | )
| |                                      |   |               |   |   |               |  
| | 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, 2008    |   |   | July 31, 2007    |  
| |                                            |   |                  |   |   |                  |  
| |                                            |   |                  |   |   |                  |  
| | Loss for the period                        | $ | (13,007,000      | ) | $ | (4,122,000       | )
| | Statutory rate                             |   | 34.0%            |   |   | 34.0%            |  
| | Benefit from net loss                      |   | (4,423,000       | ) |   | (1,401,000       | )
| | Non-deductible stock option compensation   |   | 268,000          |   |   | 805,970          |  
| | Non-deductible finance fees                |   | -                |   |   | 241,130          |  
| | Increase in
      valuation allowance      |   | 4,155,000        |   |   | 353,900          |  
| |                                            |   |                  |   |   |                  |  
| | Income taxes
      expenses for the period | $ | -                |   | $ | -                |  

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, 2008 and July 31, 2007.

The Company has available for deduction
  against future taxable income non-capital losses of approximately $1,124,000 in
  the United States. These losses, if not utilized, will expire through 2028.

F-17

---

YELLOWCAKE MINING INC.(An Exploration
  Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2008
  (Expressed in US dollars)

|8.  | INCOME TAXES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 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, 2008 and
      2007 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.                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.  | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | The Company's financial instruments consist of cash and
      cash equivalents, receivables, accounts payable and accrued liabilities
      and due from/to Strathmore Minerals Corp. 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.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|10. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Significant non-cash transactions for the year ended July
      31, 2008 consisted of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Non-cash investing and financing activities for the year
      ended July 31, 2007 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|11. | ACCOUNTS PAYABLE AND ACCRUED LIABILTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | Pursuant to the terms of private placements completed
      during the year ended July 31, 2007, the Company agreed to use its best
      efforts, within 180 days of closing, to register with the SEC common
      shares issued in connection with the two private placements. In the event
      the registration statements are not filed by the scheduled filing deadline
      or is not declared effective by the SEC, then as partial relief for the
      damages to any holder, the Company will pay as a liquidated damage to the
      holder an amount equal to 2% of the amount invested to a maximum of six
      months for each month that the shares remain unregistered.                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | During the year ended July 31, 2008, the Company paid
      $709,200 as a penalty to the private placement holders under the terms of
      the 2007 private placements. This amount was provided for within the
      financial statements for the year ended July 31,
      2007.                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-18

---

- 25 -

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. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures and
remediation

As required by Rule 13(a)-15 under the Exchange Act, in
connection with this annual report on Form 10- K, under the direction of our
Chief Executive Officer, we have evaluated our disclosure controls and
procedures as of July 31, 2008, and we have concluded our disclosure controls
and procedures were ineffective as discussed in greater detail below. As of the
date of this filing, we are in the process of remediating such material
weaknesses in our internal controls and procedures.

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

Limitations on Effectiveness of Controls

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

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- 26 -

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 evaluated, under the supervision and with the
participation of our Chief Executive Officer, the effectiveness of our internal
control over financial reporting as of July 31, 2008.

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, 2008,
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.

This annual report does not include an attestation report of
our companys 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.

Material Weaknesses Identified

In connection with the preparation of our financial statements
for the year ended July 31, 2008, certain significant deficiencies in internal
control became evident to management that represent material weaknesses,
including:

| | (i)   | Our company's accounting personnel and management does
      not have sufficient technical accounting knowledge relating to accounting
      for options granted to directors and officers, and employees;                                                                                                                                                                                                         
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Our company's accounting personnel and management does
      not have sufficient technical accounting knowledge relating to accounting
      for income taxes;                                                                                                                                                                                                                                                     
| | (iii) | Our companys accounting personnel and management does
      not have sufficient technical knowledge in the preparation of financial
      statements and                                                                                                                                                                                                                                                          
| | (iv)  | Insufficient corporate governance policies. Our corporate
      governance activities and processes are not always formally documented.
      Specifically, decisions made by the board to be carried out by management
      should be documented and communicated on a timely basis to reduce the
      likelihood of any misunderstanding regarding key decisions affecting our
      operations and management.

Actions Taken and in Progress to Remediate Material
Weaknesses

We have implemented certain remediation measures and are in the
process of designing and implementing additional remediation measures for the
weaknesses described in this annual report. Such remediation activities include
the following:

| | (i)   | We have engaged a professional accounting firm to provide
      assistance in the review of stock based compensation expense
      calculation;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | We have engaged a professional accounting firm to assist
      in the accounting of income taxes;                                              
| | (iii) | We have engaged a professional accounting firm to assist
      in the preparation of financial statements; and                                 
| | (iv)  | We will implement a policy to formally document all
      decisions made by the board on a timelier manner.                                    

Changes in Internal Controls over Financial
Reporting

There were no changes in our internal control over financial
reporting during the fourth quarter of our fiscal year ended July 31, 2008 that
have materially affected or are reasonably likely to materially affect, our
internal control over financial reporting.

---

- 27 -

Certificates

Certificates 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

|1. | On July 21, 2008 we announced that we have received the
      necessary permits from the Colorado Division of Reclamation, Mining and
      Safety and U.S. Bureau of Land Management to allow drilling on our +3,000
      acre Uravan-Beck Property in Montrose County, CO.                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | On September 18, 2008, our board of directors passed a
      resolution cancelling our companys Bylaws in their entirety and adopting
      the Amended and Restated Bylaws attached to our current report on Form 8-K
      as Exhibit 3.1. The Amended and Restated Bylaws were amended to add
      Article IX Transactions with Shareholders. Section 1 and 2 provides that
      our company will not be governed by certain sections of the Nevada Private
      Corporations Act.

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers, Promoters and Control
Persons

As at the date of this report, our directors and executive
officers, their ages, positions held, and duration of such, are as follows:

All directors of our company hold office until the next annual
meeting of the Shareholders or until their successors have been elected and
qualified. The executive officers of our company are appointed by our board of
directors and hold office until their death, resignation or removal from office.
Our directors, executive officers and the executive officers of our operating
subsidiaries, as well as the positions held, age and duration of appointment for
such persons are as follows:

Name
    Position Held with
      our Company
    Age
    Date First Elected or
      AppointedWilliam Tafuri
    President, CEO, CFO, Secretary, Treasurer and Director
    67
    January 16, 2007H. Richard Klatt
    Director
    71
    February 9, 2007Siegfried Muessig
    Director
    86
    December 3, 2007James Malone
    Director
    55
    December 3, 2007


Identification of certain significant employees

Name
    Position Held with our
      Company
    Age
    Date AppointedDavid McAdam
    Financial Consultant
    49
    July
      28, 2008


Family relationships

There are no family relationships with any of our other
directors and officers.

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- 28 -

Business Experience

The following is a brief account of the education and business
experience of our directors and executive officers during at least the past five
years, indicating their business experience, principal occupations during the
period, and the names and principal businesses of the organizations by which
they were employed.

William Tafuri

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

Since 2004, Mr. Tafuri has served as the Vice President and
Director of Operations for Centrasia Mining Corp, company listed on the
TSX-Venture Exchange (TSX-V: CTM). During this time he has managed exploration
projects throughout the western USA and Central Asia.

Since 2001, Mr. Tafuri has served as a consultant providing
geologist services. During this time he managed coal exploration projects in
Wyoming for Norwest Corporation. Additionally, he served as a consultant to
private investors, evaluating mining properties in Kazakhstan and the western
United States.

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.

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- 29 -

Siegfried Muessig

Siegfried Muessig, PhD, has over 50 years of international
experience in exploration, mining, and management. As vice president of Getty
Mining Company he organized, staffed, and directed a worldwide exploration,
acquisition, and mining organization of about 70 professionals. Before joining
Getty, Mr. Muessig was Chief Geologist of U. S. Borax and was a mineral deposits
geologist with the U. S. Geological Survey. Since the disbandment of Getty, he
has been a senior advisor to major mining companies and as president of Crystal
Exploration Inc. operated a diamond exploration program in the U.S. in joint
venture with Dow Chemical and Ashton Mining Co. He is a past president of the
Society of Economic Geologists, a Distinguished Member of the Society of Mining,
Metallurgy, and Exploration (SME), a Fellow of the Geological Society of America
and served on the Committee on Geology of the National Academy of Science. He is
a Founding Member of the Division of Energy Minerals of the American Association
of Petroleum Geologists, and served on the Uranium Advisory Committee of the
American Mining Congress.

James Malone

James Malone has more than 39 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. Jim 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.

David McAdam

David McAdam has more than 25 years experience in various
aspects of financial management and advisory services. Mr. McAdam was most
recently the CFO of Eastern Platinum Limited a TSX, AIM, JSE listed platinum
group metals mining company based in Vancouver. Prior to that Mr. McAdam had a
14 year career with Waste Management, Inc and its predecessor organizations,
holding various roles including Assistant Corporate Controller and Vice
President Operations  Recycling. Mr. McAdam began his professional career at
Arthur Andersen & Co in 1983.

Involvement in Certain Legal Proceedings

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

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                         
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                             
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor offenses);                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                             
| | 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;

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- 30 -

| | 4. | being the subject of any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any Federal or State
      authority barring, suspending or otherwise limiting for more than 60 days
      the right of such person to engage in any activity described in paragraph
      (f)(3)(i) of this section, or to be associated with persons engaged in any
      such activity;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 5. | being found by a court of competent jurisdiction in a
      civil action or by the Commission to have violated any Federal or State
      securities law, and the judgment in such civil action or finding by the
      Commission has not been subsequently reversed, suspended, or vacated;
      or                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                         
| | 6. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.                                                                                      

Compliance with Section 16(a) of the Exchange
Act

Section 16(a) of the Exchange Act requires our executive
officers and directors and persons who own more than 10% of a registered class
of our equity securities to file with the SEC initial statements of beneficial
ownership, reports of changes in ownership and annual reports concerning their
ownership of our common stock and other equity securities, on Forms 3, 4 and 5
respectively. Executive officers, directors and greater than 10% shareholders
are required by the SEC regulations to furnish us with copies of all Section
16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our 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
    1
    1
    1H. Richard Klatt
    1
    1
    1Siegfried Muessig
    1
    Nil
    NilJames Malone
    Nil
    Nil
    Nil


1 Mr. Tafuri and Mr. Klatt
have not filed Form 4s relating to the grant of stock options; 1
Mr. Muessig was late filing his Form 3;

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.

Corporate Governance

We currently act with four directors consisting of William
Tafuri, Richard Klatt, Sigfried Muessig and James Malone. We have determined
that Sigfried Muessig and James Malone are independent directors as defined by
Nasdaq Marketplace Rule 4200(a)(15).

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- 31 -

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, 2007, 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)(15).

In consideration for acting as board members, we have agreed to
reimburse Messrs. Muessig and Malone for out of pocket expenses incurred for
attending board meetings. As additional consideration, 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.

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. 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 a audit committee financial expert as defined in SEC Release
No. 33-8177 SEC. II(A)(4)(c).

Nominating Committee

We have nominating committee. Our nominating committee is
presently comprised of H. Richard Klatt and Bill Tafuri. Neither director is
independent 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.

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- 32 -

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.

Other Committees

All proceedings of our board of directors for the year ended
July 31, 2008 were conducted by resolutions consented to in writing by our
directors and filed with the minutes of the proceedings of the board of
directors. Our company currently does not have compensation committees
performing similar functions nor does our company have a written nominating or
compensation charters. Our board of directors believes that it is not necessary
to have such committees, at this time, because they can adequately perform the
functions of such committees.

Our company does 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. Our company does 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,
Robert A. Rich, at the address appearing on the first page of this prospectus.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were
  serving as executive officers at the end of the year ended July 31, 2008; and
- up to two additional individuals for whom disclosure would have been
  provided under (b) 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 year ended July 31, 2008, are set out in the following summary
compensation table:

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- 33 -

Table 2 SUMMARY COMPENSATION TABLE

Name and
      Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($) (3)
    Non-Equity Incentive
      Plan Compensa-tion ($)
    Change in Pension
      Value and Nonqualified Deferred
      **Compensation**Earnings ($)
    All Other
      **Compensa-** tion ($)
    Total
      ($)William Tafuri President, CEO,
      CFO & Secretary
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    414,798 476,560
    Nil Nil
    Nil Nil
    Nil Nil
    414,798 476,560David McAdam1
    2008 2007
    NIL Nil
    NIL Nil
    NIL Nil
    NIL Nil
    NIL Nil
    NIL Nil
    NIL Nil
    NIL NilHamish Malkin 2former CFO
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil 125,190
    Nil Nil
    Nil Nil
    40,340 9,000
    40,340 134,190Bijan Jiany3former
      Secretary, Treasurer & CFO(1)
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil NilDavid Heel4former
      President
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil


(1)Mr. McAdam joined our company as a consultant on
July 28, 2008 (2)Mr. Malkin resigned as a director and officer on
April 2, 2008 (3)Mr. Jiany resigned as a director and officer on
January 16, 2007 (4) Mr. Heel resigned as a director and officer on
February 16, 2007

(5) 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.

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.

Director Compensation Policy

The particulars of compensation paid to our directors for our
year ended July 31, 2008, is set out in the following director compensation
table:

|Name              | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation($) | Change in Pension Value and Nonqualified Deferred **Compensation** Earnings | All Other **Compensation** ($) | Total ($)
|----------------- | ------------------------------- | ---------------- | ----------------- | ----------------------------------------- | --------------------------------------------------------------------------- | ------------------------------ | ---------
|(a)               | (b)                             | (c)              | (d)               | (e)                                       | (f)                                                                         | (g)                            | (h)      
|William Tafuri    | 49,870                          | Nil              | 414,798           | Nil                                       | Nil                                                                         | Nil                            | 464,668  
|H. Richard Klatt  | 104,675                         | Nil              | 414,798           | Nil                                       | Nil                                                                         | Nil                            | 519,473  
|Siegfried Muessig | Nil                             | Nil              | 204,768           | Nil                                       | Nil                                                                         | Nil                            | 204,768  
|James Malone      | Nil                             | Nil              | 204,768           | Nil                                       | Nil                                                                         | Nil                            | 204,768  

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- 34 -

During the fiscal year ended July 31, 2008, there were no
standard or other arrangements pursuant to which any of our directors were
compensated for services provided in their capacity as directors. During the
year ended July 31, 2008, we granted 1,000,000 stock options to two of our four
directors, exercisable at $1.20 per share until expiry in 2012. These stock
options vest 25% on the date of grant with 25% vesting at the end of each
succeeding year for three years after the grant.

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.

Employment Contracts

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.

2007 Stock Option Plan

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 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.

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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.

Outstanding equity awards at fiscal year-end

OPTION         AWARDS
      STOCK         AWARDSName
      Number of Securities         Underlying Unexercised 
        Options (#) 
        Exercisable
      Number of Securities         Underlying Unexercised Options (#)         Unexercisable
      Equity Incentive Plan         Awards: 
        Number of Securities Underlying Unexercised Unearned Options 
        (#)
      Option Exercise Price 
        ($)
      Option Expiration 
        Date
      Number of Shares or         Units of 
        Stock That 
        Have Not 
        Vested 
        (#)
      Market Value of Shares         or Units of Stock That Have Not Vested 
        ($)
      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 
        (#)William Tafuri
      250,000
      250,000
      Nil
      $2.70
      Mar 
        16/2012
      Nil
      Nil
      Nil
      NilH. Richard Klatt
      250,000
      250,000
      Nil
      $2.70
      Mar 
        16/2012
      Nil
      Nil
      Nil
      NilSiegfried Muessig
      125,000
      375,000
      Nil
      $1.20
      Dec         3/2012
      Nil
      Nil
      Nil
      NilJames Malone
      125,000
      375,000
      Nil
      $1.20
      Dec         3/2012
      Nil
      Nil
      Nil
      Nil


Aggregated Options Exercised in the Year Ended July 31, 2008
and Year End Option Values

There were no stock options exercised during the year ended
July 31, 2008.

Re-pricing of Options/SARS

We did not re-price any options previously granted during the
year ended July 31, 2008.

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

Securities authorized for issuance under equity
compensation plans

We adopted the 2007 Stock Option Plan on September 15, 2007 to
provide incentive options to our directors, employees and consultants of our
company.

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Equity
        Compensation Plan InformationPlan 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
      Nil
      NilEquity compensation 
        plans not approved by 
        security holders
      2,100,000
      $2.00
      2,900,000Total
      2,100,000
      
      2,900,000


Security ownership of certain beneficial owners.

In the following table, 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 shareholder,
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.

Name and
        Address of Beneficial Owner
      Amount
        and Nature of Beneficial Ownership
      Percentage of ClassDirectors and
        OfficersH. Richard Klatt 
        951 East 8800 South 
        Sandy, UT 84094
      650,0002
      Direct
      1.26%James Malone 
        1474 Radcliff Lane 
        Aurora, IL 60502
      250,0003
      Direct
      0.48%Siegfried Muessig 
        W. Harrison Ave, 
        Claremont, CA 91711
      250,0004
      Direct
      0.48%William Tafuri 
        5020 N. Silver Springs Road 
        Park City, UT 84098
      2,100,0005
      Direct
      4.08%Directors and
        Executive Officers as a Group
      3,500,000
      
      6.30%Holders of More
        than 5% of our Common StockCede & Co 
        Box #20 
        Bowling Green Station 
        New York, NY 10004
      28,177,600
      Direct
      54.81%Juniper Ridge LLC 
        2420 Watt Ct 
        Riverton WY 82501
      9,000,0006
      Indirect
      17.51%


1 Percentage of ownership is
based on 51,413,768 common shares issued and outstanding as of November 13,
2008.

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- 37 -

2 Total includes 400,000
common shares and 250,000 stock options exercisable within 60 days.
3 Total includes 250,000 stock options exercisable within 60
days.4 Total includes 250,000 stock options exercisable within 60
days.5 Total includes 2,100,000 common shares and 250,000 stock
options exercisable within 60 days. 6 Strathmore Minerals Corp.
holds voting and dispositive power over these shares.

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

None of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us, other than as noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                          
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                            
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                         
| |       |                                                                                                                                                                            
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 5% of the voting rights attached to our
      outstanding shares of common stock;
| |       |                                                                                                                                                                            
| | (iv)  | Any of our promoters; and                                                                                                                                                  
| |       |                                                                                                                                                                            
| | (v)   | Any member of the immediate family (including spouse,
      parents, children, siblings and in- laws) of any of the foregoing
      persons.                               

The Beck Properties

We have entered into 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 Description of Property. Strathmore presently holds
9,000,000 shares of our common stock representing 17.7% of our issued and
outstanding common stock. David Miller, a past member of our board of directors
also serves as President, Chief Operating Officer and as a Director of
Strathmore Minerals Corp. on October 3, 2007, we had entered into a letter of
intent with American Nuclear Fuels (Colorado) LLC to acquire an interest in
certain uranium properties located in Gateway, Colorado owned by Beck Mining
Enterprises LLC, BeckWorth Corporation, Bedrock Development LLC, Eagle Venture
Group LLC and Bruce Beck (collectively the Vendors). Pursuant to the LOI, 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 Beck Project,
in exchange for total payments of $5,968,657 in cash and the issuance of
2,765,625 shares of our common stock, payable over 5 years.

Under our option agreements relating to the Beck Properties, we
have the exclusive right to access, explore and develop the properties. All
future production from the property will be subject to a 3.5% royalty based on
the contained metal value of ore after deduction of mining, transport and
processing costs.

Amended Agreement with Strathmore Resources (US) Ltd.

On April 21, 2008, we completed agreements with Strathmore
Minerals Corp. to amend our Juniper Ridge Joint Venture in Wyoming and terminate
our option and joint venture agreement relating to the Sky, Jeep, and Conoco
Files (database) projects. We have no further obligations under the option and
joint venture agreements regarding Jeep and Sky and Conoco Files (database)
projects.

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- 38 -

We will contribute exploration and development costs totaling a
minimum of $8 million to the exploration and, if possible, development of the
Juniper Ridge Project, subject to a $100,000 annual minimum, as outlined in the
following schedule:

- $764,518 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.
- The balance of the $8 million, as agreed by both Parties based on the
  availability of financing, but in any case, not later than December 31, 2012.

On October 12, 2008, the Company received a Memorandum of
Understanding from Strathmore which has proposed to amend the annual commitment
of expenditures from $300,000 and $500,000 for 2008 and 2009 respectively to
$100,000 per year for 2008 and 2009, with the total commitment remaining at
$8,000,000 no later than December 31, 2012. The Company has responded to the
suggested amendment and it is working with Strathmore to reach acceptable terms
by both parties.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
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 the Board of Directors or
a committee thereof.

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, where the value of such compensation exceeds $60,000 per
executive officer.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

For the period ended July 31, 2008 and July 31, 2007, the
aggregate fees billed by BDO Dunwoody LLP for professional services rendered for
the audit of our annual financial statements included in our annual report on
Form 10-K were:

Year Ended July 31, 2008
    Year Ended July 31, 2007Audit Fees
    $40,860
    $79,700Audit Related Fees
    -
    -Tax Fees
    -
    -All Other Fees
    -
    -Total
    $40,860
    $79,700


Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

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.

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- 39 -

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.

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 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)


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- 40 -

Exhibit Number
      Description10.9
      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)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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- 41 -

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 J.
TafuriWilliam
TafuriPresident, Chief Financial Officer, Secretary, Treasurer, and
Director(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Dated: November 13, 2008

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

By:

/s/ William J.
TafuriWilliam
TafuriPresident, Chief Financial Officer, Secretary, Treasurer, and
Director(Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer)

Dated: November 13, 2008

By:

/s/ H. Richard KlattH. Richard Klatt
Director

Dated: November 13, 2008

By:

/s/ Siegfried MuessigSiegfried Muessig
Director

Dated: November 13, 2008

By:

/s/ James MaloneJames Malone
Director

Dated: November 13, 2008

---