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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/A

(Mark One)

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

For the fiscal year ended July 31, 2007

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

or the transition period from ________________ to
________________

Commission file number 000-52293

YELLOWCAKE MINING INC.(Name of small business issuer in its charter)

|Nevada                                                               | N/A                                 
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|598-999 Canada Place, Vancouver BC                                   | V6C 3E1                             
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number (604) 685-4048

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

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

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

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

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

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

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

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

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

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

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- ii -

The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $80,685,280 based on
a price of $2.08 per share, being the average of the closing bid and ask price
for the Companys common stock as quoted on the OTC Bulletin Board on July 31,
2007.

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

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,
briefly describe them and identify the part of the Form 10-KSB/A (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual report to
security holders; (2) any proxy or information statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (Securities
Act). The listed documents should be clearly described for identification
purposes (e.g., annual report to security holders for fiscal year ended December
24, 1990). N/A

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

Explanatory Note: We are filing this amended annual report
on Form 10-KSB/A because subsequent to the issuance of the July 31, 2007
financial statements, management identified an error in the recognition of
stock-based compensation included in management fees. The error is due to
oversight and incorrect use of information related to the vesting of stock
options granted to directors and officers. As a result, the Form 10-KSB/A has
been updated to reflect the following:

- In item 6, certain financial information has been updated;
- In item 7, the stock based compensation, additional paid-in capital and
  deficit accumulated during the development stage has increased by
  $798,117 for the year ended July 31, 2007;
- In item 7, the net loss per share on the statement of operations for the
  year ended July 31, 2007 has increased from $0.04 (previously recorded)
  to $0.05;
- In item 7, the segmented information and income taxes disclosures as
  note 7 and note 8 respectively for the year ended July 31, 2007 have
  also been updated to reflect the correct;
- In item 8A, additional disclosures in respect of the internal controls
  have been added;
- In item 10, the related executive compensation has been revised and
- In item 12, additional subsequent events related to the departure of
  certain officers and amended option agreements have been added.

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ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED JULY 31,
2007

TABLE OF CONTENTS

|                                                                                                                                                          | Page
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|PART
      I                                                                                                                                              | 1   
|ITEM
      1. DESCRIPTION OF BUSINESS                                                                                                                     | 1   
|ITEM
      2. DESCRIPTION OF PROPERTY.                                                                                                                    | 7   
|ITEM
      3. LEGAL PROCEEDINGS                                                                                                                           | 14  
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                                                                        | 14  
|PART
      II                                                                                                                                             | 15  
|ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
      BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.                    | 15  
|EQUITY
      COMPENSATION PLAN INFORMATION AS AT JULY 31, 2007                                                                                            | 17  
|ITEM
      6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.                                                                                  | 17  
|PLAN
      OF OPERATIONS AND CASH REQUIREMENTS OVER THE NEXT TWELVE MONTHS                                                                                | 17  
|RESULTS
      OF OPERATIONS                                                                                                                               | 18  
|RISK
      FACTORS                                                                                                                                        | 22  
|RISKS
      ASSOCIATED WITH MINING                                                                                                                        | 22  
|RISKS
      RELATED TO OUR COMPANY                                                                                                                        | 24  
|RISKS
      ASSOCIATED WITH OUR COMMON STOCK                                                                                                              | 25  
|ITEM
      7. FINANCIAL STATEMENTS.                                                                                                                       | 27  
|ITEM
      8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE.                                                 | 28  
|ITEM
      8A. CONTROLS AND PROCEDURES.                                                                                                                   | 28  
|ITEM
      8B. OTHER INFORMATION                                                                                                                          | 30  
|PART
      III                                                                                                                                            | 30  
|ITEM
      9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
      GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT | 30  
|ITEM
      10. EXECUTIVE COMPENSATION                                                                                                                     | 33  
|ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
      RELATED STOCKHOLDER MATTERS.                                      | 37  
|ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE                                                            | 38  
|PLAN
      OF OPERATIONS AND CASH REQUIREMENTS OVER THE NEXT TWELVE MONTHS                                                                                | 39  
|ITEM
      13. EXHIBITS                                                                                                                                   | 40  
|AUDIT
      FEES                                                                                                                                          | 41  
|SIGNATURES                                                                                                                                                | 42  

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PART I

Item 1. Description of Business

Forward Looking Statements.

This annual 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. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

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

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

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- 2 -

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

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, nor that we will be able to operate profitably in the future, if at all.
We have incurred net losses in each fiscal year since the 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.

Our current plan of operation is to continue to pursue our
joint ventures with Strathmore Resources (US) Ltd. to explore, develop and mine
the Jeep and Sky properties located in Freemont County, Wyoming. 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. We also intend to pursue the
acquisition of certain uranium properties located in Gateway, Colorado, pursuant
to our letter of intent with American Nuclear Fuels (Colorado) LLC, subject to
the satisfactory completion of our due diligence investigations and the entry
into a definitive agreement between the parties.

**Please see the section entitled Subsequent Events on page 38
of this document.**

Corporate History

Our company was incorporated in the State of Nevada on March
23, 2006. Effective January 23, 2007, we completed a merger with our subsidiary,
Yellowcake Mining Inc. and as a result, 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 V6C 3E1.
Our common stock is quoted on the OTC Bulletin Board under the symbol "YCKM".

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.

Recent Corporate Developments

During our fiscal year ended July 31, 2007 until November 14,
2007, we experienced the following significant corporate developments:

|1. | On October 3, 2007, we entered into a letter of intent
      (LOI) with American Nuclear Fuels (Colorado) LLC (ANF) to acquire an
      interest in certain uranium properties located in Gateway, Colorado (the
      Properties) owned by Beck Mining Enterprises LLC, BeckWorth Corporation,
      Bedrock Development LLC, Eagle Venture Group LLC and Bruce Beck
      (collectively the Vendors). Pursuant to the terms of the LOI, we agreed
      to make a non-refundable payment of $125,000 to ANF, in consideration of
      which ANF has agreed among other things to: (a) stand still for a 60 day
      period with respect to Properties and enter into standstill agreements
      with the Vendors and assign its interest in those agreements to us; (b)
      negotiate the terms of a definitive agreement along with the Vendors for
      the acquisition of the Properties; and (c) provide the Company with
      sufficient due diligence materials to make a decision as to whether to
      proceed with the acquisition of the Properties. Pursuant to the terms of
      the LOI, on October 3, 2007, ANF entered into stand still agreements
      with each of the Vendors whereby each of the Vendors agreed to stand
      still with respect to their mineral claims and not offer the properties
      for sale to any other party until December 3, 2007. On October 10, 2007
      ANF and the Company entered into an assignment agreement pursuant to which
      ANF assigned its interest in the standstill agreements with each of the
      Vendors to the Company.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2. | Effective July 31, 2007, we entered into an option and
      joint venture agreement with Strathmore Resources (US) Ltd., a subsidiary
      of Strathmore Minerals Corp., to explore, develop and mine the Jeep
      property located in Gas Hills, Freemont County, Wyoming. The agreement
      superseded and replaced all prior agreements of the parties respecting the
      Jeep property. Under the agreement, we acquired the sole and exclusive
      rights from Strathmore Resources to earn-in a 60% interest in the Jeep
      property in consideration of our incurring a total of $10,000,000 in
      expenditures on the Jeep property. The first expenditures in the amount of
      $250,000 must be expended on or before September 29, 2008, with
      expenditures of $1,250,000 to be met on or before September 29, 2009,
      $1,500,000 to be expended on or before September 29, 2010, $2,000,000 to
      be expended on or before September 29, 2011, $2,000,000 to be expended on
      or before September 29, 2012 and $3,000,000 on or before September 29,
      2013. The agreement terminates in the event that we fail to incur the
      required expenditure costs within seven days of the date they are due or
      we give 30 days notice of termination under the agreement. Upon acquiring
      a 60% interest in the property we agreed to enter into a joint venture
      with Strathmore Resources for the further development of the
    property.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | Effective July 31, 2007, we entered into an option and
      joint venture agreement with Strathmore Resources (US) Ltd. to explore,
      develop and mine the Sky property located in West Gas Hills, Freemont
      County, Wyoming. The agreement superseded and replaced all prior
      agreements of the parties respecting the Sky property. Under the
      agreement, we have sole and exclusive rights from Strathmore Resources to
      earn-in a 60% interest in the Sky property in consideration of our
      incurring a total of $7,500,000 in expenditures, over four years, on the
      Sky property. The first expenditures in the amount of $500,000 must be met
      on or before September 29, 2008, with expenditures of $2,000,000 to be met
      on or before September 29, 2009, $2,000,000 to be met on or before
      September 29, 2010 and $3,000,000 to be met on or before September 29,
      2011. The agreement terminates in the event that we fail to incur the
      required expenditure costs within seven days of the date they are due or
      we give 30 days notice of termination under the agreement. Upon acquiring
      a 60% interest in the property we agreed to enter into a joint venture
      with Strathmore Resources for the further development of the
    property.                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | On April 24, 2007, we appointed Hamish Malkin as the
      Chief Financial Officer of our company. Mr. Malkin has been self employed
      since April, 2003, providing chief financial officer services on a
      contract basis. Prior to being self employed Mr. Malkin was the CFO of
      Trivalence Mining Corporation from January 1997 to March 2003. Mr. Malkin
      is a Chartered Accountant and a member of the Canadian Institute of
      Chartered Accountants and the Institute for Chartered Accountants of
      British Columbia. Prior to 1997, Mr. Malkin held senior financial
      positions in the entertainment and commercial real estate
    industries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | On March 29, 2007, we appointed David Miller to our board
      of directors. From 1999 to the present Mr. Miller has been the President
      of Miller and Associates, LLC in Riverton, Wyoming where he is involved in
      the research acquisition, exploration, consulting and development of
      energy and mineral resources in the United States. From 2004 to the
      present Mr. Miller has acted as a consultant on uranium project
      acquisition, development and mine planning for Strathmore Minerals Corp.
      in Riverton, Wyoming. Mr. Miller has also been a representative from House
      District 55 for the Wyoming Legislature from 2001 to the present. Mr.
      Miller received a BSc in Geology from the University of Missouri 
      Columbia in 1975.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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|6.  | On March 14, 2007 we entered into an option agreement
      with Strathmore Minerals Corp. (Strathmore) pursuant to which we
      acquired an option to earn up to an 80% interest in certain unpatented
      mining claims and leases known as the Juniper Ridge Project located in
      Carbon County, Wyoming. Pursuant to the terms of the agreement in order to
      exercise the option and acquire an undivided 80% interest in the property,
      we agreed to: (i) issue 9,000,000 restricted shares of Yellowcake to
      Strathmore (which shares were issued to Strathmore in March, 2007), (ii)
      pay $100,000 upon closing to Strathmore; pay $100,000 on each anniversary
      date for four years following the execution of the agreement for a total
      obligation of $500,000; (iii) expend on property exploration a total of
      $1.6 million per year for a period of five years totalling $8,000,000; and (iv) pay a royalty
      payment of 3% on the optioned portion on all future production from the
      property. The agreement was also subject to raising $4,000,000 in equity
      financing and the cancellation of 56,000,000 shares of our common stock by
      a principal of the Company. Once we have fulfilled our obligations under
      the agreement and acquired the 80% interest we agreed to form a joint
      venture on the property with Strathmore in order to bring the property to
      production. Prior to the date we acquire our 80% interest in the joint
      venture we may terminate the agreement at any time on 30 days notice to
      Strathmore.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|7.  | On March 2, 2007, we appointed Robert Rich to our board
      of directors. Mr. Rich is a registered professional geologist with over 35
      years experience in the nuclear power industry. From 1988 to the present
      Mr. Rich has been the President of Rich Associates, Inc. in Orleans,
      Massachusetts where he provides marketing & sales, contracting
      procurement, market analysis and company/property evaluation services in
      the areas of nuclear power and nuclear fuel commodities. Mr. Rich received
      a PhD and MA in Geological Sciences from Harvard University in 1975 and
      1970 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|8.  | On February 28, 2007, we closed a private placement
      consisting of 1,770,000 units of our securities at a price of US$1.00 per
      unit for gross proceeds of $1,770,000. Each unit consisted of one common
      share in the capital of our company and one-half of one common share
      purchase warrant, with each whole warrant entitling the holder to purchase
      one share of our common stock at a price of US$1.50 per share for a period
      of two years. The funds were raised for working capital purposes and to
      help meet our obligations under our joint venture agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.  | On February 20, 2007, we closed a private placement
      consisting of 4,140,000 units of our securities at a price of US$1.00 per
      unit for gross proceeds of $4,140,000. Each unit consisted of one common
      share in the capital of our company and one-half of one common share
      purchase warrant, with each whole warrant entitling the holder to purchase
      one share of our common stock at a price of US$1.50 per share for a period
      of two years. The funds were used for working capital purposes and to help
      meet our obligations under joint venture agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|10. | On February 16, 2007, David Heel resigned as a director
      of our company and we appointed H. Richard Klatt to our board of
      directors. 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. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11. | On January 23, 2007 we completed a merger with our
      subsidiary, Yellowcake Mining Inc. pursuant to which we changed our name
      from Hoopsoft Development Corp. to Yellowcake Mining Inc.. Also on
      January 23, 2007 in connection with our name change, 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. Our stock symbol changed from
      HSDV to YCKM.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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- 5 -

|12. | William J. Tafuri was appointed a director of the Company
      on January 16, 2007. Bijan Jiany resigned as our Secretary Treasurer and
      CFO on January 16, 2007. 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. 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.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mineral Properties

**Please see the section entitled Subsequent Events on page 38
of this document.**

We hold interests in three groups of mineral properties
located in Wyoming, as described below:

|1. | Juniper Ridge, Baggs properties;
|-- | --------------------------------
|2. | Sky properties; and             
|3. | Jeep properties.                

We are an exploration stage company. All of 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.

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 3,200 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 100s of feet thick
and contains the necessary underground geological structure to make ISR Mining
possible. 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% . This grade is economical for ISR mining, and Yellowcake is in the
process of confirming all historical data, so as to be able to proceed in the
mining process.

A description of the Juniper Ridge property and our plan of
operations respecting the property are discussed in greater detail below under
the headings Description of Property and Plan of Operation.

Sky

We hold 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. A technical report
prepared in accordance with the standards of Canadian National Instrument
43-101was recently completed on the property. Yellowcake's intent is to quickly
advance the Sky project, and develop it as an ISR operation.

A description of the Sky property and our plan of operations
respecting the property are discussed in greater detail below under the headings
Description of Property and Plan of Operation.

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- 6 -

Jeep

We hold 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. The Gas Hills Uranium District, where
both the Sky and Jeep properties are located, was one the most prolific uranium
producing areas in the US during the last uranium cycle.

A description of the Jeep property and our plan of operations
respecting the property are discussed in greater detail below under the headings
Description of Property and Plan of Operation.

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 currently 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.

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, 2007, and each year
thereafter, the affidavit and Notice of Intent fees will be due again before
December 31, 2007, and each year thereafter, with both as modified by future
legislation.

Research and Development Expenditures

We have incurred $Nil in research and development expenditures
over the last fiscal year.

Employees

Currently our only employees are our directors and officers. 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.

---

- 7 -

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.

**Please see the section entitled "Subsequent Events" on page 38 of this document.**

Item 2. Description of Property.

Executive Offices

The address of our principal executive office is 598-999 Canada Place, Vancouver BC V6C 3E1. We pay $800 per month for rental
of our principal office which consists of 100 square feet. The rental is on a
month to month basis.

Mineral Properties

Jeep Property, Gas Hills, Freemont County, WY

Joint Venture Agreement with Strathmore Resources

Effective July 31, 2007, we entered into an option and joint
venture agreement with Strathmore Resources (US) Ltd., a subsidiary of
Strathmore Minerals Corp., to explore, develop and mine the Jeep property
located in Gas Hills, Freemont County, Wyoming. The agreement superseded and
replaced all prior agreements of the parties respecting the Jeep property. Under
the agreement, we acquired the sole and exclusive rights from Strathmore
Resources to earn-in a 60% interest in the Jeep property in consideration of our
incurring a total of $10,000,000 in expenditures on the Jeep property. The first
expenditures in the amount of $250,000 must be expended on or before September
29, 2008, with expenditures of $1,250,000 to be met on or before September 29,
2009, $1,500,000 to be expended on or before September 29, 2010, $2,000,000 to
be expended on or before September 29, 2011, $2,000,000 to be expended on or
before September 29, 2012 and $3,000,000 on or before September 29, 2013. The
agreement terminates in the event that we fail to incur the required expenditure
costs within 7 days of the date they are due or we give 30 days notice of
termination under the agreement. Upon acquiring a 60% interest in the property
we agreed to enter into a joint venture with Strathmore Resources for the
further development of the property.

Description of Jeep Claims

The Jeep Property consists of 152 unpatented lode mining claims
totalling approximately 3,140 acres, see Figure 1 below. The Property is located
in central Wyoming lying along the south-western extent of the Gas Hills Uranium
District. The 152 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: SC 1-30 (Wyoming Mining Claim
[WMC] 275871-275900), SC 31-98 (WMC 279533-279600) and SC 99-152 (WMC
286144-286197). The claims are listed on the Bureau of Land Management Geographic Index Report
(LR2000) with location dates of April 27, 2006 (SC 1-30), October 25, 2006 (SC
31-96), October 31, 2006 (SC 97, 98), May 1, 2007 (SC 99-134) and May 2, 2007
(SC 135-152) with a current assessment year of 2008.

---

- 8 -

Figure 1  Location of Jeep Claims



Location, Access and Infrastructure

The Jeep Property can be accessed by traveling 45 miles
southeast of Riverton along Gas Hills Rd (WY State Hwy 136) to the junction of
Fremont County Rd 5 (Ore Haul Rd). Thereafter, one turns right and travels south
along the Ore Haul Rd approximately 7 miles to the northern edge of the Jeep Property.

History of Exploration

The original Jeep claim group consisted of over 150 mining
claims staked by various mining companies and individual prospectors from the
late 1950s to the early 1960s. The area of the Jeep Property detailed in this
report was acquired by Federal-Radorock-Gas Hills Partners on March 25, 1959.
The claims were then conveyed to Federal American Partners on April 30, 1959.
Prior owners were John Burgess and Clyde Noaker (1955), B. Blonder (1958), and
the Gas Hills Uranium Company (1959). On December 22, 1982, Federal American
Partners conveyed Jeep claims #1-14 to the Tennessee Valley Authority (TVA). In
June of 1983, TVA entered into an operating agreement with American Nuclear
Corporation, but the operating agreement was later transferred to United Nuclear
Corporation. In 1984, Pathfinder was hired by TVA to perform claim assessment
drilling for the 1985 assessment year. This drilling was carried out on the
southern limit of the claimed area, and uranium mineralization was encountered.
Power Resources Inc. later purchased the Jeep claims sometime in 1990-1992 from
TVA but released those claims which had no known reserves in 1992. The claims
that were retained covered the known ore body. Due to the continued decline in
uranium prices, PRI dropped the remaining Jeep claims in 2000. No assessment
payments were filed in 2001 by PRI, and the claims were declared abandoned and
void. From 2001 until March 2006, the Jeep ore body was not claimed. In April
2006, claims SC 1-30 were staked by Strathmore,

---

- 9 -

covering the known extent of the Jeep orebody. In October 2006
and May 2007, Strathmore staked additional claims (SC 31-152) to cover the
possible trend of mineralization to the south.

Mineralization

The host for known mineralization at the Jeep Property is the
Eocene Wind River Formation. The Wind River Formation is a fluvial deposit
consisting of sandstones with lesser amounts of clay and siltstones,
carbonaceous shale, and thin, discontinuous tuffaceous sandstones and tuff
layers. The uranium deposits are sinuous in shape, lying in a north-south trend
along the central portion of the Property. The mineralization is typical of the
Wyoming roll-front deposit.

Juniper Ridge Property, Gas Hills, Freemont County, WY

Option Agreement with Strathmore Minerals Corp.

On March 14, 2007 we entered into an option agreement with
Strathmore Minerals Corp. (Strathmore) pursuant to which we acquired an option
to earn up to an 80% interest in certain unpatented mining claims and leases
known as the Juniper Ridge Project located in Carbon County, Wyoming. Pursuant
to the terms of the agreement in order to exercise the option and acquire an
undivided 80% interest in the property, we agreed to:

| | (i)   | issue 9,000,000 restricted shares of Yellowcake to
      Strathmore (which shares were issued to Strathmore in March,
  2007),                                                        
| | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                       
| | (ii)  | pay $100,000 upon closing to Strathmore; pay $100,000 on
      each anniversary date for four years following the execution of the
      agreement for a total obligation of $500,000;
| |       |                                                                                                                                                                                       
| | (iii) | expend on property exploration a total of $1.6 million
      per year for a period of five years for a total obligation of $8 million; and                                            
| |       |                                                                                                                                                                                       
| | (iv)  | pay a royalty payment of 3% on the optioned portion on
      all future production from the property.                                                                                 

The agreement was also subject to raising $4,000,000 (which was
completed) in equity financing and the cancellation of 56,000,000 shares of our
common stock by a principal of the Company. Once we have fulfilled our
obligations under the agreement and acquired the 80% interest we agreed to form
a joint venture on the property with Strathmore in order to bring the property
to production. Prior to the date we acquire our 80% interest in the joint
venture we may terminate the agreement at any time on 30 days notice to
Strathmore.

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 (BLM), are contiguous and consist of the following
claim names and numbers:

LocationClaim
    Last
    Property
    
    Claim
    Location
    **Property**Claim No.
    Name
    Book
    Name
    Claim No.
    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 Creek


---

- 10 -

LocationClaim
    Last
    Property
    
    Claim
    Location
    **Property**Claim No.
    Name
    Book
    Name
    Claim No.
    Name
    **Last Book**
    **Name**WMC259979
    RC-9
    1056
    Red Creek
    WMC260188
    RC-72
    1057
    Red CreekW M C259980
    RC-10
    1056
    Red Creek
    WMC260189
    RC-73
    1057
    Red CreekW M C259981
    RC-11
    1056
    Red Creek
    WMC260190
    RC-74
    1057
    Red CreekW M C259982
    RC-12
    1056
    Red Creek
    WMC260533
    RC-75
    1060
    Red CreekW M C259983
    RC-13
    1056
    Red Creek
    WMC260534
    RC-76
    1060
    Red CreekW M C259984
    RC-14
    1056
    Red Creek
    WMC260535
    RC-77
    1060
    Red CreekW M C259985
    RC-15
    1056
    Red Creek
    WMC260536
    RC-78
    1060
    Red CreekW M C259986
    RC-16
    1056
    Red Creek
    WMC260537
    RC-79
    1060
    Red CreekW M C259987
    RC-17
    1056
    Red Creek
    WMC260538
    RC-80
    1060
    Red CreekW M C259988
    RC-18
    1056
    Red Creek
    WMC260539
    RC-81
    1060
    Red CreekW M C259989
    RC-19
    1056
    Red Creek
    WMC260540
    RC-82
    1060
    Red CreekW M C259990
    RC-20
    1056
    Red Creek
    WMC260541
    RC-83
    1060
    Red CreekW M C259991
    RC-21
    1056
    Red Creek
    WMC260542
    RC-84
    1060
    Red CreekW M C259992
    RC-22
    1056
    Red Creek
    WMC260543
    RC-85
    1060
    Red CreekW M C259993
    RC-23
    1056
    Red Creek
    WMC260544
    RC-86
    1060
    Red CreekW M C259994
    RC-24
    1056
    Red Creek
    WMC260545
    RC-87
    1060
    Red CreekW M C259995
    RC-25
    1056
    Red Creek
    WMC260546
    RC-88
    1060
    Red CreekW M C259996
    RC-26
    1056
    Red Creek
    WMC260547
    RC-89
    1060
    Red CreekW M C259997
    RC-27
    1056
    Red Creek
    WMC260548
    RC-90
    1060
    Red CreekW M C259998
    RC-28
    1056
    Red Creek
    WMC260549
    RC-91
    1060
    Red CreekW M C259999
    RC-29
    1056
    Red Creek
    WMC260550
    RC-92
    1060
    Red CreekWMC 260000
    RC-30
    1056
    Red Creek
    WMC260551
    RC-93
    1060
    Red CreekW M C260001
    RC-31
    1056
    Red Creek
    WMC260552
    RC-94
    1060
    Red CreekW M C260002
    RC-32
    1056
    Red Creek
    WMC260553
    RC-95
    1060
    Red CreekW M 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 CreekWMC260161
    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 Creek


---

- 11 -

LocationClaim
    Last
    Property
    
    Claim
    Location
    **Property**Claim No.
    Name
    Book
    Name
    Claim No.
    Name
    **Last Book**
    **Name**WMC260167
    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


---

- 12 -

Figure 2  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 and contains the necessary underground
geological structure to make ISR Mining possible. 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% . This grade is economical for ISR
mining, and Yellowcake is in the process of confirming all historical data, so
as to be able to proceed in the mining process.

Sky Property, West Gas Hills, Freemont County, WY

Joint Venture with Strathmore Resources

Effective July 31, 2007, we entered into an option and joint
venture agreement with Strathmore Resources (US) Ltd. to explore, develop and
mine the Sky property located in West Gas Hills, Freemont County, Wyoming. The
agreement superseded and replaced all prior agreements of the parties respecting
the Sky property. Under the agreement, we acquired the option to earn a 60%
interest in the Sky property in consideration of our incurring a total of
$7,500,000 in expenditures, over four years, on the Sky property. The first
expenditures in the amount of $500,000 must be met on or before September 29,
2008 (which expenditures were met), with expenditures of

---

- 13 -

$2,000,000 to be met on or before September 29, 2009,
$2,000,000 to be met on or before September 29, 2010 and $3,000,000 to be met on
or before September 29, 2011. The agreement terminates in the event that we fail
to incur the required expenditure costs within seven days of the date they are
due or we give 30 days notice of termination under the agreement. Upon acquiring
a 60% interest in the property we agreed to enter into a joint venture with
Strathmore Resources for the further development of the property.

Location and Access of Sky Claims

The Sky Uranium property, Freemont County Wyoming, totals
approximately, 1030 acres and consists of 50 unpatented lode mining claims. Sky
was acquired by Strathmore Resources (US) Ltd., a Nevada Corporation and
wholly-owned subsidiary of Strathmore Minerals Corp. Sky lies in central
Wyoming, to the west of the Gas Hills Uranium District, within Section 35,
Township 32 North, Range 95 West (T32N; R95W), and Sections 1, 2, 11 and 12,
T31N, R95W, Wyoming, 06th principal meridian.

BLM
      Serial#
    Claim Name
    Subd.
    Township
    Range


WMC260126
    CR-1
    NW
    31N
    95WWMC260127
    CR-2
    NE
      NW
    31N
    95WWMC260128
    CR-3
    NW
    31N
    95WWMC260129
    CR-4
    NE
      NW
    31N
    95WWMC260130
    CR-5
    NW
    31N
    95WWMC260131
    CR-6
    NE
      NW
    31N
    95WWMC260132
    CR-7
    NW
    31N
    95WWMC260133
    CR-8
    NE
      NW
    31N
    95WWMC260134
    CR-9
    NW
      SW
    31N
    95WWMC260135
    CR-10
    NE
      NW SW SE
    31N
    95WWMC260136
    CR-11
    SW
    31N
    95WWMC260137
    CR-12
    SW
      SE
    31N
    95WWMC260138
    CR-13
    SW
    31N
    95WWMC260139
    CR-14
    SW
      SE
    31N
    95WWMC260140
    CR-15
    NE
      NW
    31N
    95WWMC260141
    CR-16
    NE
    31N
    95WWMC260142
    CR-17
    NE
      NW
    31N
    95WWMC260143
    CR-18
    NE
    31N
    95WWMC260144
    CR-19
    NE
      NW
    31N
    95WWMC260145
    CR-20
    NE
    31N
    95WWMC260146
    CR-21
    NE
      NW
    31N
    95WWMC260147
    CR-22
    NE
    31N
    95WWMC260148
    CR-23
    NE
      NW SW SE
    31N
    95WWMC260149
    CR-24
    NE
      SE
    31N
    95WWMC260150
    CR-25
    SW
      SE
    31N
    95WWMC260151
    CR-26
    SE
    31N
    95WWMC260152
    CR-27
    SW
      SE
    31N
    95WWMC260153
    CR-28
    SE
    31N
    95WWMC260154
    CR-29
    SE
    32N
    95WWMC260155
    CR-30
    SE
    32N
    95WWMC260156
    CR-31
    SE
    32N
    95WWMC278221
    CR-32
    SE
    32N
    95WWMC278222
    CR-33
    NE
      SE
    32N
    95WWMC278223
    CR-34
    NE
    32N
    95WWMC278224
    CR-35
    NE
    32N
    95W


---

- 14 -

BLM Serial#
    Claim Name
    Subd.
    Township
    Range


WMC278225
    CR-36
    SW
      SE
    32N
    95WWMC278226
    CR-37
    SW
      SE
    32N
    95WWMC278227
    CR-38
    SW
      SE
    32N
    95WWMC278228
    CR-39
    SW
      SE
    32N
    95WWMC278229
    CR-40
    NE
      NW SW SE
    32N
    95WWMC278230
    CR-41
    NE
      NW
    32N
    95WWMC278231
    CR-42
    NE
      NW
    32N
    95WWMC278232
    CR-43
    SW
      SE
    31N
    95WWMC278233
    CR-44
    SE
    31N
    95WWMC278234
    CR-45
    SW
      SE
    31N
    95WWMC278235
    CR-46
    SE
    31N
    95WWMC278236
    CR-47
    SW
    31N
    95WWMC278237
    CR-48
    SW
      SE
    31N
    95WWMC278238
    CR-49
    SW
    31N
    95WWMC278239
    CR-50
    SW
      SE
    31N
    95W


Mineralization

The host for known mineralization at the Sky Property is the
Eocene Wind River Formation. The Wind River Formation is a fluvial deposit
consisting of sandstones with lesser amounts of clay and silstones, carbonaceous
shale, and thin, discontinuous tuffaceous sandstones and tuff layers. The
uranium deposits are sinuous in shape, lying in a north-south trend along the
central portion of the property. The mineralization is typical of the Wyoming
roll-front deposit.

History of Exploration

The Sky property was extensively drilled and explored during
the late 1960s through the early 1980s. Humble Oil began drilling on and
adjacent to the property in 1969. In the 1970s the property was acquired and
explored by Exxon followed by Pathfinder Mines Corp. from 1979 through the
1980s. A total of 161 drill holes were completed on that portion of the property
currently controlled by Strathmore. Previous drilling on the property was on
mostly 200 foot centers with several drill holes offset 50-100 feet in the
central area of the or body.

**Please see the section entitled "Subsequent Events" on page 38 of this document.**

Item 3. Legal Proceedings.

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

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

None

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- 15 -

PART II

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

Market for Securities

The principal market on which our common stock is quoted is the
OTC Bulletin Board under the Symbol "YCKM". 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.

The high and the low bid prices
for our shares based on inter-dealer prices, without retail mark-up, markdown or
commission, for the last fiscal year of actual trading, as quoted in the
over-the-counter bulletin board, as applicable, were:

Quarter Ended
    High
    LowOctober 31, 2006
    $0.00
    $0.00January 31, 2007
    $0.00
    $0.00April 30, 2007
    $3.05
    $1.52July 31, 2007
    $3.04
    $1.73


Our transfer agent is Routh Stock Transfer, Inc. located at
5700 W Plano Parkway, Suite 1000, Plano, TX 75093.

Holders of our Common Stock

As of July 31, 2007, there were 104 registered stockholders
holding 50,931,625 shares of our issued and outstanding common stock.

Dividend Policy

Since our inception, we have not declared nor paid any cash
dividends on our capital stock and we do not anticipate paying any cash
dividends in the foreseeable future. Our current policy is to retain any
earnings in order to finance the expansion of our operations. Our board of
directors will determine future declarations and payments of dividends, if any,
in light of the then-current conditions they deem relevant and in accordance
with applicable corporate law.

There are no restrictions in our articles of incorporation or
bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

| | 1. | We would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                          
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                             
| | 2. | Our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed to satisfy the rights of
      shareholders who have preferential rights superior to those receiving the
      distribution.

Recent Sales of Unregistered Securities

During our fiscal year ended July 31, 2007 we completed the
following unregistered sales of our securities:

|1. | On June 15, 2007, we granted up to 75,000 stock options
      exercisable for five years at an exercise price of $1.85 per share to
      Carson Seabolt, pursuant to a consulting
agreement.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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- 16 -

|2. | On April 24, 2007 we granted stock options to our chief
      financial officer for the option to purchase an aggregate of 200,000
      shares of our common stock at an exercise price of $3.00 per share,
      exercisable until April 24, 2012. The options are subject to vesting
      provisions as set forth in the stock option agreements dated April 24,
      2007.                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3. | On April 13, 2007, we granted stock options to a
      consultant for the option to purchase an aggregate of 100,000 shares of
      our common stock. The options are exercisable at a price of $3.05 per
      share until April 13, 2012. The options are subject to vesting provisions
      as set forth in each of the stock option agreements.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | On March 16, 2007, we granted stock options to six of our
      directors, officers and employees entitling them to purchase an aggregate
      of 2,225,000 shares of our common stock. The options are exercisable at a
      price of $2.70 per share until March 16, 2012. The options are subject to
      vesting provisions as set forth in each of the stock option
    agreements.                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | On March 14, 2007 we issued 9,000,000 common shares to
      Strathmore Minerals Corp.  under the Option and Joint Venture Agreement described
    above.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | In connection with our recent private placements, on
      March 1, 2007, we issued 221,625 shares at a deemed price of $1.00 per
      share and paid the sum of $221,625 as payment of outstanding finders
      fees.                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | On February 28, 2007, we closed a private placement
      consisting of 1,770,000 units of our securities at a price of US$1.00 per
      unit for gross proceeds of $1,770,000. Each unit consists of one common
      share in the capital of our company and one-half of one common share
      purchase warrant, with each whole warrant entitling the holder to purchase
      one share of our common stock at a price of $1.50 per share for a period
      of two years. The funds were used for working capital purposes and to help
      meet our obligations under our joint venture agreements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8. | On February 20, 2007, we closed a private placement
      consisting of 4,140,000 units of our securities at a price of US$1.00 per
      unit for gross proceeds of $4,140,000. Each unit consists of one common
      share in the capital of our company and one-half of one common share
      purchase warrant, with each whole warrant entitling the holder to purchase
      one share of our common stock at a price of $1.50 per share for a period
      of two years. The funds were used for working capital purposes and to help
      meet our obligations under our joint venture
agreements.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended July 31, 2007.

Securities Authorized for Issuance Under Equity Compensation
Plans

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

(i) not less than fair market value per
Common Share at the Date of Grant, if the Optionee is an employee;

(ii) not be less than 110% of the fair
market value per Common Share at the Date of Grant if the Optionee is a greater
than 10% stockholder; and

(iii) equal to the exercise price for
the substituted option of the other corporation, if the Options are being
granted in substitution for outstanding options of another corporation.

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- 17 -

The following table sets forth certain information concerning
all equity compensation plans previously approved by stockholders and all
previous equity compensation plans not previously approved by stockholders, as
of the most recently completed fiscal year.

Equity Compensation Plan Information As At July 31,
2007

Plan Category
    Number of securities to      be issued upon exercise of outstanding options,
      warrants and rights (a)
    Weighted-average      exercise price of outstanding options,
      warrants and rights (b)
    Number of securities remaining
      available for issuance under equity compensation
      plans (excluding securities reflected in column
      (a)) (c)Equity Compensation Plans approved by security holders
    Nil
    N/A
    N/AEquity Compensation Plans not approved by security
      holders
    2,600,000
    $2.71
    2,400,000Total
    2,600,000
    $2.71
    2,400,000


Item 6. Managements Discussion and Analysis or Plan 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.

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 and assets
consisting 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.

In early 2007 we decided to seek opportunities in the uranium
exploration and mining industry and to, re-assess our current business of
production and distribution of educational team sports videos and internet based
software.

Subsequent to the issuance of the July 31, 2007 consolidated
financial statements, we have corrected an error in the calculation of
stock-based compensation included in management fees resulting from the vesting
of stock options granted to directors and officers. As a result of the
stock-based compensation has increased by $798,117.

Plan of Operations and Cash Requirements Over the Next Twelve
  Months

Please see the section entitled Subsequent Events beginning
on page 38 of this document for our plan of operations and cash requirements
over the next twelve months as at August 31, 2008.

Exploration Projects

At the Jeep Property, 54 lode mining claims were added to the
project during summer, 2007, bringing the total number to 152 claims. This
addition increased the project to 3,140 acres in size.

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- 18 -

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 Mineral 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. Drilling and installation activities are scheduled for
spring 2008, in addition to plans for extensive exploration drilling to increase
the extent of the known mineralization.

Cash Requirements

As at July 16, 2008, we had cash and cash equivalents of
approximately $1,406,215, accordingly we will need to obtain additional
financing of approximately $3.8 million to satisfy our cash requirements for the
next twelve months. There can be no assurance that any such funds can be raised.

Over the next 12 months ending August 31, 2009, we anticipate
that we will incur the following operating expenses:

Expense
    
    CostConsulting Fees
    $
    60,000General and administrative
    
    150,000Investor relations
    
    226,000Management fees
    
    1,300,000Juniper Project
    
    1,500,000Beck Project
    
    1,700,000Professional fees
    
    350,000Total
    $
    5,226,000


Results of Operations

Summary of Year End Results

|                | Year Ended July 31, 2007 | Inception (March 31, 2006) to July 31,
      2006
|--------------- | ------------------------ | -------------------------------------------------
|                | (Restated)               |                                                  
|Interest income | $(39,917)                | $Nil                                             
|Expenses        | $4,161,451               | $9,134                                           
|Net Loss        | $4,121,534               | $9,134                                           

Revenue

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

|Expenses                              |   | Year Ended    |  |   | Inception        | 
|------------------------------------- | - | ------------- |  | - | ---------------- | 
|                                      |   | July 31, 2007 |  |   | (March 31, 2006) | 
|                                      |   | (Restated)    |  |   | to July 31, 2006 | 
|Management fees                       | $ | 2,070,082     |  | $ | -                | 
|Mineral property interests            |   | 665,421       |  |   | -                | 
|General and administrative            |   | 73,687        |  |   | 7,534            | 
|Investor relations and communications |   | 101,806       |  |   | 1,600            | 
|Consulting fees                       |   | 346,902       |  |   | -                | 
|Financing Costs                       |   | 709,200       |  |   | -                | 

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- 19 -

|                  |   | Year Ended    |  |   | Inception        | 
|----------------- | - | ------------- |  | - | ---------------- | 
|                  |   | July 31, 2007 |  |   | (March 31, 2006) | 
|                  |   | (Restated)    |  |   | to July 31, 2006 | 
|Professional fees |   | 194,353       |  |   | -                | 
|Total expenses    | $ | 4,161,451     |  | $ | 9,134            | 

Total operating expenses during fiscal 2007 increased
substantially as compared to fiscal 2006 because during the prior 4 month period
the Company was in the initial stages of developing a business plan. The
original business plan to develop educational software was abandoned in December
2006 when the Company began operations as a mineral exploration company.

For the year ended July 31, 2007, management fees and
consulting fees include an aggregate of $2,370,719 in stock-based compensation
representing the fair value of 2,600,000 stock options granted to directors,
officers and consultants. 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. General and administrative expense includes rent, travel, office
supplies and office services. Professional fees include legal expenses in
connection with major contracts and general corporate matters and audit expense
for the year. Financing costs include the cost of penalties incurred by the
Company in failing to meet certain conditions of the registration rights of
subscribers of the Companys February, 2007 private placements.

Liquidity and Financial Condition

Working Capital

|                    |   | July
      31, |  |   |          | 
|------------------- | - | -------------- |  | - | -------- | 
|                    |   | 2007           |  |   | July 31, | 
|                    |   | (Restated)     |  |   | 2006     | 
|Current Assets      | $ | 4,770,986      |  | $ | 47,366   | 
|Current Liabilities |   | 923,440        |  |   | 1,500    | 
|Working Capital     | $ | 3,847,546      |  | $ | 45,866   | 

|Cash Flows                                                  |   |               |   |   |                               |  
|----------------------------------------------------------- | - | ------------- | - | - | ----------------------------- | -
|                                                            |   | Year Ended    |   |   | Inception (March 31, 2006) to |  
|                                                            |   | July 31, 2007 |   |   | July 31, 2006                 |  
|Net cash used in Operating
      Activities                 | $ | (901,384      | ) | $ | (7,784                        | )
|Net cash used in Investing Activities                       |   | (100,000      | ) |   | -                             |  
|Net cash provided by
      Financing Activities             |   | 5,652,495     |   |   | 55,000                        |  
|Change in Cash and Cash Equivalents During
      the Period | $ | 4,651,111     |   | $ | 47,216                        |  

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, 2007, our company has accumulated losses of
$4,130,668 since inception. As at October 31, 2007 we had cash of approximately
$3,900,000, accordingly needed to obtain additional financing of approximately
$500,000 to satisfy our cash requirements of $4,300,000 for the next twelve
months.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above after October, 2008, in
their report on the annual financial statements for the year ended July 31,
2007, 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

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- 20 -

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 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 our financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin
(SAB) No. 108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements. SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial statements.
SAB No. 108 requires companies to quantify misstatements using a balance sheet
and income statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The adoption of this statement did not have a material effect on our
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 our future reported financial position or results of
operations.

In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statements No. 109. FIN 48 clarifies the accounting for uncertainty in
income taxes by prescribing a two-step method of first evaluating whether a tax
position has met a more likely than not recognition threshold and second,
measuring that tax position to determine the amount of benefit to be recognized
in the financial statements. FIN 48 provides guidance on the presentation of
such positions within a classified statement of financial position as well as on
derecognition, interest and penalties, accounting in interim periods,
disclosure, and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The adoption of this statement is not expected to have a
material effect on our future reported financial position or results of
operations.

In December 2006, the Financial Accounting Standards Board
(FASB) issued a FASB Staff Position Emerging Issues Task Force (EITF) Issue
No. 00-19-2, Accounting for Registration Payment Arrangements (FSP No. EITF
00-19-2), which addresses an issuers accounting for registration payment
arrangements. FSP No. EITF 00-19-2 specifies that the contingent obligation to
make future payments or otherwise transfer consideration under a registration
payment arrangement, whether issued as a separate agreement or included as a
provision of a financial instrument or other agreement, should be separately
recognized and measured in accordance with FASB Statement No. 5 Accounting for
Contingencies. The guidance in FSP No. EITF 00-19-2 amends FASB Statements No.
133, Accounting for Derivative Instruments and Hedging Activities, and No.
150, Accounting for Certain Financial Instruments with Characteristics of both
Liabilities and Equity, and FASB Interpretation No. 45, Guarantors Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness to Others, to include scope exceptions for registration payment
arrangements. FSP No. EITF 00-19-2 also requires additional

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- 21 -

disclosure regarding the nature of any registration payment
arrangements, alternative settlement methods, the maximum potential amount of
consideration and the current carrying amount of the liability, if any. This
pronouncement is effective immediately for registration payment arrangements and
the financial instruments subject to those arrangements that are entered into or
modified subsequent to the date of issue of this FSP. For registration payment
arrangements and financial instruments subject to those arrangements that were
entered into prior to the issuance of this FSP, this is effective for financial
statements issued for fiscal years beginning after December 15, 2006, and
interim periods within those fiscal years. Early adoption of this FSP for
interim or annual periods for which financial statements or interim reports have
not been issued is permitted. Retrospective application of the guidance in this
FSP to financial statements for earlier interim or annual periods presented is
not permitted.

We adopted the requirements of FSP EITF No. 00-19-2 during its
fiscal year ended July 31, 2007.

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 judgement.

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 period
ended July 31, 2007.

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 oil and gas 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

---

- 22 -

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, 2007 financial statements.

Stock-based Compensation

Management has made significant assumptions and estimates
determining the fair market value of stock-based compensation granted to
employees and non-employees. These estimates have an effect on the stock-based
compensation expense recognized and the additional paid-in capital and share
capital balances on our companys Balance Sheet. The value of each option award
is estimated on the date of grant using the Black-Scholes option-pricing model. For non-employees,
 such amount is revalued on a quarterly basis. To date,
substantially all of our stock option grants have been to directors and
employees. Increases in our share price will likely result in increased stock
option compensation expense. The Black-Scholes option-pricing model requires the
input of subjective assumptions, including the expected term of the option award
and stock price volatility. The expected term of options granted for the
purposes of the Black-Scholes calculation is the term of the award since all
grants are to non-employees. Because our company has only recently become a
mineral exploration company, the expected volatility is based on comparable
junior mineral exploration companies who granted similar term options. These
estimates involve inherent uncertainties and the application of management
judgment. An expected forfeiture rate of nil was used in the recognition of
compensation expense for those options not yet vested at July 31, 2007.

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.

RISK FACTORS

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

Risks Associated With Mining

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 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

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- 23 -

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.

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
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.

---

- 24 -

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 which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. 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, the Company could 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  US $10.00 per pound  to US $138.00 per pound, to the  current spot price of  US $64.50 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.

The Uranium Exploration and Mining Industry is Highly
Competitive

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

Operating Hazards and Risks Associated with the Mining
Industry Could Result in Strathmore Having to Cease Operations:

Resource exploration activities generally involve a high degree
of risk. Hazards such as unusual or unexpected formations and other conditions
are involved. Operations in which the Company has a direct or indirect interest
will be subject to all the hazards and risks normally incidental to exploration,
development and production of precious and base metals, any of which could
result in work stoppages, damage to or destruction of exploration facilities,
damage to life and property, environmental damage and legal liability for any or
all damage. The Company may become subject to liability for cave-ins and other
hazards for which it cannot insure or against which it may elect not to insure
where premium costs are disproportionate to the Companys perception of the
relevant risks. The payment of such insurance premiums and of such liabilities
would reduce the funds available for exploration activities and could force
Strathmore to cease operations.

Risks Related to our Company

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

We have no history of revenues from operations. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. Our company has a limited operating history and is in the
exploration stage. The success of our company is significantly dependent on the
uncertain events of the discovery and

---

- 25 -

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,
2007 was $4,130,668 (restated). We had cash and cash equivalents in the amount
of $4,698,327 as of July 31, 2007. 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, October 15, 2007. If we are unable
to continue as a going concern, investors will likely lose all of their
investments in our company.

Risks Associated with Our Common Stock

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

Our common stock is quoted on the OTC Bulletin Board service of
the National Association of Securities Dealers. 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 the 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

---

- 26 -

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.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that 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, the National Association of Securities Dealers believes that
there is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The National Association of Securities
Dealers 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.

---

- 27 -

Item 7. Financial Statements.









YELLOWCAKE MINING INC.(Formerly
  Hoopsoft Development Corp.) 
  (A Development Stage Company)

FINANCIAL STATEMENTS 
  (Restated) 
  (Expressed in United
  States Dollars)

JULY 31, 2007

---

|**Report of Independent Registered Public Accounting Firm**
|-----------------------------------------------------------

|
|

**To the Directors  and Stockholders of 
Yellowcake Mining  Inc.
(A Development  Stage Company)**

We have audited the accompanying balance sheet of Yellowcake  Mining Inc. (A Development Stage company, formerly known as Hoopsoft  Development Corp.) as of July 31, 2007, and the related statements of  operations, cash flows and changes in stockholders’ equity for the year then  ended.  We have also audited the  statements of operations, cash flows and changes in stockholders’ equity for  the period from inception (March 23, 2006) to July 31, 2007, except that we did not audit  these financial statements for the period from inception (March 23, 2006)  through July 31, 2006; those statements were audited by other auditors whose  report dated September 20, 2006 expressed an unqualified opinion on those  statements.  These financial statements are  the responsibility of the Company’s management. Our responsibility is to  express an opinion on these financial statements based on our audit.  Our opinion, insofar as it relates to the amounts for the  period from inception (March 23, 2006) through July 31, 2006, is based solely  on the report of the other auditors.

We conducted our audit in accordance with the  standards of the Public Company Accounting Oversight Board (United States). Those standards  require that we plan and perform the audit to obtain reasonable assurance about  whether the financial statements are free of material misstatement. The Company is not required to have, nor  were we engaged to perform, an audit of its internal control over financial  reporting. Our audit included consideration of internal control over financial  reporting as a basis for designing audit procedures that are appropriate in the  circumstances, but not for the purpose of expressing an opinion on the  effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.   An audit  also includes examining, on a test basis, evidence supporting the amounts and  disclosures in the financial statements. An audit also includes assessing the  accounting principles used and significant estimates made by management, as  well as evaluating the overall presentation of the financial statements. We  believe that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other  auditors, the  financial statements referred to above present fairly, in all material  respects, the financial position of Yellowcake Mining Inc. at July 31, 2007,  and the results of its operations and its cash flows for the year then ended  and for the period from inception (March 23, 2006) to July 31, 2007, 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 $4,130,668 at July 31, 2007 and incurred  a net loss for the year then ended of $4,121,534.  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.

The  financial statements as of July 31, 2007 and for the year then ended have been  restated to correct errors in  the accounting for the stock based compensation as described in Note 12.

/s/  BDO Dunwoody LLP

Chartered  Accountants

Vancouver, Canada
  October 31, 2007,  except as to Note 12 which is dated on July 31, 2008

---

MOORE & ASSOCIATES, CHARTERED
        ACCOUNTANTS AND ADVISORS
             PCAOB REGISTERED

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors
  Hoopsoft Development Corp. (A   Development Stage Company)
  Las Vegas, Nevada

We have audited the accompanying balance sheet of Hoopsoft   Development Corp. (A Development Stage Company) as of July 31, 2006, and the   related statements of operations, stockholders' equity and cash flows from   inception March 23, 2006, through July 31, 2006, and the period then ended.   These financial statements are the responsibility of the Company's management.   Our responsibility is to express an opinion on these financial statements based   on our audits.

We conducted our audits in accordance with standards of the   Public Company Accounting Oversight Board (United States). Those standards   require that we plan and perform the audits to obtain reasonable assurance about   whether the financial statements are free of material misstatement. An audit   includes examining, on a test basis, evidence supporting the amounts and   disclosures in the financial statements. An audit also includes assessing the   accounting principles used and significant estimates made by management, as well   as evaluating the overall financial statement presentation. We believe that our   audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above   present fairly, in all material respects, the financial position of Hoopsoft   Development Corp (A Development Stage Company) as of July 31, 2006 and the   results of its operations and its cash flows from inception March 23, 2006,   through July 31, 2006 and the period then ended, in conformity with accounting   principles generally accepted in the United States of America.

The accompanying financial statements have been prepared   assuming that the Company will continue as a going concern. As discussed in Note   3 to the financial statements, the Company's net losses of $9,134 as of July 31,   2006 raise substantial doubt about its ability to continue as a going concern.   The financial statements do not include any adjustments that might result from   the outcome of this uncertainty.

/s/ Moore & Associates, Chartered 
  -------------------------------------------
  Moore & Associates   Chartered
  Las Vegas, Nevada 
  September 20, 2006

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
  (702)   253-7511 Fax (702) 253-7501

---

YELLOWCAKE MINING INC.(Formerly
  Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  BALANCE SHEETS 
  (Expressed in US dollars)

|                                                         |   | July
      31,       |   |   | July
      31, |  
|-------------------------------------------------------- | - | -------------------- | - | - | -------------- | -
|                                                         |   | 2007                 |   |   | 2006           |  
|                                                         |   | (Restated  Note 12) |  
|ASSETS                                                   |   |                      |   |   |                |  
|                                                         |   |                      |   |   |                |  
|Current                                                  |   |                      |   |   |                |  
|Cash                                                     | $ | 4,698,327            |   | $ | 47,216         |  
|Receivables                                              |   | 2,489                |   |   | -              |  
|Prepaid expenses                                         |   | 70,170               |   |   | 150            |  
|                                                         |   |                      |   |   |                |  
|Total current assets                                     |   | 4,770,986            |   |   | 47,366         |  
|                                                         |   |                      |   |   |                |  
|Mineral rights (Note
      3)                            |   | 10,257,143           |   |   | -              |  
|                                                         |   |                      |   |   |                |  
|Total assets                                             | $ | 15,028,129           |   | $ | 47,366         |  
|                                                         |   |                      |   |   |                |  
|LIABILITIES AND STOCKHOLDERS EQUITY                     |   |                      |   |   |                |  
|                                                         |   |                      |   |   |                |  
|Current                                                  |   |                      |   |   |                |  
|Accounts payable
      and accrued liabilities (Note 11) | $ | 833,019              |   | $ | 1,500          |  
|Due to Strathmore Minerals Corp.
      (Note 4)          |   | 90,421               |   |   | -              |  
|                                                         |   | 923,440              |   |   | 1,500          |  
|                                                         |   |                      |   |   |                |  
|Stockholders Equity                                     |   |                      |   |   |                |  
|                                                         |   |                      |   |   |                |  
|Common stock, 750,000,000
      shares authorized with a |   | 50,932               |   |   | 91,800         |  
|par value
      of $0.001 (issued: July 31, 2007        |   |                      |   |   |                |  
|50,931,625;
      July 31, 2006  91,800,000)            |   |                      |   |   |                |  
|Additional paid-in (distribution
      of) capital       |   | 18,184,425           |   |   | (36,800        | )
|Deficit accumulated
      during the exploration stage   |   | (4,130,668           | ) |   | (9,134         | )
|                                                         |   |                      |   |   |                |  
|Total stockholders equity                               |   | 14,104,689           |   |   | 45,866         |  
|                                                         |   |                      |   |   |                |  
|Total liabilities and stockholders equity               | $ | 15,028,129           |   | $ | 47,366         |  

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.(Formerly
  Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  STATEMENTS OF
  OPERATIONS 
  (Expressed in US dollars)

|                                              |   | Year        |   |   | Inception      |   |   | Inception     |  
|--------------------------------------------- | - | ----------- | - | - | -------------- | - | - | ------------- | -
|                                              |   | Ended       |   |   | (March 23,     |   |   | (March 23,    |  
|                                              |   | July 31,    |   |   | 2006 ) to July |   |   | 2006) to July |  
|                                              |   | 2007        |   |   | 31, 2006       |   |   | 31, 2007      |  
|                                              |   | (Restated  |   |   |                |   |   | (Restated    |  
|                                              |   | Note 12 )   |   |   |                |   |   | Note 12)      |  
|Expenses                                      |   |             |   |   |                |   |   |               |  
|Consulting
      fees (Note 5)                | $ | 346,902     |   | $ | -              |   | $ | 346,902       |  
|General and administrative                    |   | 73,687      |   |   | 7,534          |   |   | 81,221        |  
|Investor
      relations and communication    |   | 101,806     |   |   | 1,600          |   |   | 103,406       |  
|Management fees (Note 5)                      |   | 2,070,082   |   |   | -              |   |   | 2,070,082     |  
|Mineral
      property interests (Note 3)     |   | 665,421     |   |   | -              |   |   | 665,421       |  
|Financing costs (Note 11)                     |   | 709,200     |   |   | -              |   |   | 709,200       |  
|Professional fees                             |   | 194,353     |   |   | -              |   |   | 194,353       |  
|                                              |   |             |   |   |                |   |   |               |  
|Loss from operations                          |   | (4,161,451  | ) |   | (9,134         | ) |   | (4,170,585    | )
|Interest
      income                         |   | 39,917      |   |   | -              |   |   | 39,917        |  
|                                              |   |             |   |   |                |   |   |               |  
|Net Loss                                      | $ | (4,121,534  | ) | $ | (9,134         | ) | $ | (4,130,668    | )
|                                              |   |             |   |   |                |   |   |               |  
|Basic and diluted loss per share              | $ | (0.05       | ) | $ | (0.00          | ) |   |               |  
|                                              |   |             |   |   |                |   |   |               |  
|Weighted average number of shares outstanding |   | 76,465,969  |   |   | 48,812,766     |   |   |               |  

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

F-3

---

YELLOWCAKE MINING INC.(Formerly
  Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  STATEMENTS OF
  CASH FLOWS 
  (Expressed in US dollars)

|                                                        |   |               |   |   | Inception         |   |   | Inception         |  
|------------------------------------------------------- | - | ------------- | - | - | ----------------- | - | - | ----------------- | -
|                                                        |   |               |   |   | (March 23,        |   |   | (March 23,        |  
|                                                        |   | Year Ended    |   |   | **2006) to July** |   |   | **2006**) to July |  
|                                                        |   | July 31, 2007 |   |   | 31, 2006          |   |   | 31, 2007          |  
|                                                        |   | (Restated    |   |   |                   |   |   | (Restated        |  
|                                                        |   | Note 12)      |   |   |                   |   |   | Note 12)          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                    |   |               |   |   |                   |   |   |                   |  
|Net loss                                                | $ | (4,121,534    | ) | $ | (9,134            | ) | $ | (4,130,668        | )
|Adjustments to reconcile net
      loss to cash used in |   |               |   |   |                   |   |   |                   |  
|operating activities:                                   |   |               |   |   |                   |   |   |                   |  
|Stock-based compensation                                |   | 2,370,719     |   |   | -                 |   |   | 2,370,719         |  
|Changes in assets and liabilities:                      |   |               |   |   |                   |   |   |                   |  
|Receivables                                             |   | (2,489        | ) |   | -                 |   |   | (2,489            | )
|Prepaid
      expenses                                  |   | (70,020       | ) |   | (150              | ) |   | (70,170           | )
|Due to Strathmore Minerals Corp.                        |   | 90,421        |   |   | -                 |   |   | 90,421            |  
|Accounts
      payable and accrued liabilities          |   | 831,519       |   |   | 1,500             |   |   | 833,019           |  
|Net cash used in operating
      activities             |   | (901,384      | ) |   | (7,784            | ) |   | (909,168          | )
|                                                        |   |               |   |   |                   |   |   |                   |  
|                                                        |   |               |   |   |                   |   |   |                   |  
|CASH FLOWS FROM FINANCING ACTIVITIES                    |   |               |   |   |                   |   |   |                   |  
|Proceeds from issuance of
      capital stock           |   | 5,652,495     |   |   | 55,000            |   |   | 5,707,495         |  
|Net cash provided by financing activities               |   | 5,652,495     |   |   | 55,000            |   |   | 5,707,495         |  
|                                                        |   |               |   |   |                   |   |   |                   |  
|                                                        |   |               |   |   |                   |   |   |                   |  
|CASH FLOWS FROM INVESTING ACTIVITIES                    |   |               |   |   |                   |   |   |                   |  
|Acquisition of mineral rights                           |   | (100,000      | ) |   | -                 |   |   | (100,000          | )
|Net cash used in investing
      activities             |   | (100,000      | ) |   | -                 |   |   | (100,000          | )
|                                                        |   |               |   |   |                   |   |   |                   |  
|Change in cash during the period                        |   | 4,651,111     |   |   | 47,216            |   |   | 4,698,327         |  
|                                                        |   |               |   |   |                   |   |   |                   |  
|Cash, beginning of period                               |   | 47,216        |   |   | -                 |   |   | -                 |  
|                                                        |   |               |   |   |                   |   |   |                   |  
|Cash, end of period                                     | $ | 4,698,327     |   | $ | 47,216            |   | $ | 4,698,327         |  
|                                                        |   |               |   |   |                   |   |   |                   |  
|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.(Formerly
  Hoopsoft Development Corp.) 
  A Development Stage Company) 
  STATEMENT OF
  CHANGES IN STOCKHOLDERS EQUITY
  For the Period from March 23, 2006 (Date of
  Inception) to July 31, 2007 
  (Expressed in US dollars)

DeficitAdditional
      
      
      AccumulatedNumber of
      
      
      
      
      
      Paid-in
      
      
      During the
      
      
      Totalcommon
      
      
      Par
      
      
      (distribution
      
      
      Exploration
      
      
      Stockholdersshares
      
      
      Value
      
      
      of) Capital
      
      
      stage
      
      
      Equity(Restated 
      
      
      (Restated 
      
      
      (Restated Note 12)
      
      
      Note 12)
      
      
      Note 12)Balance, March 23, 2006(date of inception)
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Shares issued:Initial
        capitalization
      
      60,000,000
      
      
      60,000
      
      
      (58,000
      )
      
      -
      
      
      2,000Private placement
      
      31,800,000
      
      
      31,800
      
      
      21,200
      
      
      -
      
      
      53,000Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      (9,134
      )
      
      (9,134
      )Balance, July 31, 2006
      
      91,800,000
      
      
      91,800
      
      
      (36,800
      )
      
      (9,134
      )
      
      45,866Shares issued:Private placements
        (Note 5)
      
      6,131,625
      
      
      6,132
      
      
      5,903,868
      
      
      -
      
      
      5,910,000Acquisition of mineral rights (Note 5)
      
      9,000,000
      
      
      9,000
      
      
      10,148,143
      
      
      -
      
      
      10,157,143Shares 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
      
      
      -
      
      
      2,370,719Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (4,121,534
      )
      
      (4,121,534
      )Balance, July 31, 2007
      
      50,931,625
      
      $
      50,932
      
      $
      18,184,425
      
      $
      (4,130,668
      )
      $
      14,104,689


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.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (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 a development 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 $4,130,668 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.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (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, 2007,
      potentially dilutive common shares relating to options and warrants
      outstanding totalling 5,555,000 (2006 - Nil) 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | 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.                                                                                                                                                                                                                                                                                                                                        

F-7

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (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 applies 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 Securities Exchange Commissions
      (SEC) issued Staff Accounting Bulletin (SAB) No. 108, Considering
        the Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements. SAB No. 108 addresses how the
      effects of prior year uncorrected misstatements should be considered when
      quantifying misstatements in current year financial statements. SAB No.
      108 requires companies to quantify misstatements using a balance sheet and
      income statement approach and to evaluate whether either approach results
      in quantifying an error that is material in light of relevant quantitative
      and qualitative factors. SAB No. 108 is effective for periods ending after
      November 15, 2006. The adoption of this statement did not have a material
      effect on the Companys 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 June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statements No. 109. FIN 48 clarifies the accounting for uncertainty
      in income taxes by prescribing a two-step method of first evaluating
      whether a tax position has met a more likely than not recognition
      threshold and second, measuring that tax position to determine the amount
      of benefit to be recognized in the financial statements. FIN 48 provides
      guidance on the presentation of such positions within a classified
      statement of financial position as well as on derecognition, interest and
      penalties, accounting in interim periods, disclosure, and transition. FIN
      48 is effective for fiscal years beginning after December 15, 2006. The
      adoption of this statement is not expected to have a material effect on
      the Companys future reported financial position or results of
      operations.                                                                                                                                                   

F-8

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Recent Accounting Pronouncements
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In December 2006, the Financial Accounting Standards
      Board (FASB) issued a FASB Staff Position Emerging Issues Task Force
      (EITF) Issue No. 00-19-2, Accounting for Registration Payment
      Arrangements (FSP No. EITF 00-19-2), which addresses an issuers
      accounting for registration payment arrangements. FSP No. EITF 00-19-2
      specifies that the contingent obligation to make future payments or
      otherwise transfer consideration under a registration payment arrangement,
      whether issued as a separate agreement or included as a provision of a
      financial instrument or other agreement, should be separately recognized
      and measured in accordance with FASB Statement No. 5 Accounting for
      Contingencies. The guidance in FSP No. EITF 00-19-2 amends FASB
      Statements No. 133, Accounting for Derivative Instruments and Hedging
      Activities, and No. 150, Accounting for Certain Financial Instruments
      with Characteristics of both Liabilities and Equity, and FASB
      Interpretation No. 45, Guarantors Accounting and Disclosure Requirements
      for Guarantees, Including Indirect Guarantees of Indebtedness to Others,
      to include scope exceptions for registration payment arrangements. FSP No.
      EITF 00-19-2 also requires additional disclosure regarding the nature of
      any registration payment arrangements, alternative settlement methods, the
      maximum potential amount of consideration and the current carrying amount
      of the liability, if any. This pronouncement is effective immediately for
      registration payment arrangements and the financial instruments subject to
      those arrangements that are entered into or modified subsequent to the
      date of issue of this FSP. For registration payment arrangements and
      financial instruments subject to those arrangements that were entered into
      prior to the issuance of this FSP, this is effective for financial
      statements issued for fiscal years beginning after December 15, 2006, and
      interim periods within those fiscal years. Early adoption of this FSP for
      interim or annual periods for which financial statements or interim
      reports have not been issued is permitted. Retrospective application of
      the guidance in this FSP to financial statements for earlier interim or
      annual periods presented is not permitted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company adopted the requirements of FSP EITF No.
      00-19-2 during the year ended July 31, 2007 in respect to registration
      rights attached to certain private placements completed in the year (Note
      11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | MINERAL RIGHTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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 will be granted sole and exclusive rights to earn-in an 80%
      interest in the properties. Under the terms of the 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, second, third and fourth anniversary. The Company also issued
      9,000,000 shares of common stock to Strathmore upon closing of the
      agreement. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The agreement contained certain conditions, including the
      Companys raising $4,000,000 in an equity financing and the cancelling of
      56,000,000 shares of common stock held by a Director of the Company (Note
      5). Strathmore subsequently became a related party to the Company when its
      president was appointed a director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-9

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|3. | MINERAL RIGHTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company entered into an option and joint venture
      agreement with Strathmore Resources (US) Ltd., a related party under a
      common director, to explore, develop and mine the Jeep property located in
      Gas Hills, Freemont County, Wyoming. Under the agreement, the Company has
      sole and exclusive rights from Strathmore Resources (US) Ltd. to earn-in a
      60% interest in the Jeep property in consideration of the Companys
      incurring a total of $10,000,000 in expenditures on the Jeep property. The
      first expenditures in the amount of $250,000 must be met on or before
      September 29, 2008, with additional expenditures of: $1,250,000 to be
      expended during the twelve months ended September 29, 2009, $1,500,000 to
      be expended during the twelve months ended September 29, 2010, $2,000,000
      to be expended during the twelve months ended September 29, 2011,
      $2,000,000 to be expended during the twelve months ended September 29,
      2012 and $3,000,000 to be expended during the twelve months ended
      September 29, 2013. The agreement was effective July 31, 2007. The Company
      has recorded certain exploration expenditures made prior to July 31, 2007
      under a binding letter of intent.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company entered into an option and joint venture
      agreement with Strathmore Resources (US) Ltd., a related party under a
      common director, to explore, develop and mine the Sky property located in
      West Gas Hills, Freemont County, Wyoming. Under the agreement, the Company
      has sole and exclusive rights from Strathmore Resources to earn-in a 60%
      interest in the Sky property in consideration of the Company incurring a
      total of $7,500,000 in expenditures, over four years, on the Sky property.
      The first expenditures in the amount of $500,000 must be met on or before
      September 29, 2008, with additional expenditures of: $2,000,000 to be
      expended during the twelve months ended September 29, 2009, $2,000,000 to
      be expended during the twelve months ended September 29, 2010 and
      $3,000,000 to be expended during the twelve months ended September 29,
      2011 .The agreement was effective July 31, 2007. The Company has recorded
      certain exploration expenditures made prior to July 31, 2007 under a
      binding letter of intent.                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Mineral rights are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |                                              |   | July 31, 2007 |  |   | July 31, 2006 | 
| | -------------------------------------------- | - | ------------- |  | - | ------------- | 
| |                                              |   |               |  |   |               | 
| |                                              |   |               |  |   |               | 
| | Juniper Ridge                                |   |               |  |   |               | 
| | Balance at inception and beginning of period | $ | -             |  | $ | -             | 
| | Option cash payment                          |   | 100,000       |  |   | -             | 
| | Issuance of
      9,000,000 common shares    |   | 10,157,143    |  |   | -             | 
| | Balance, end of period                       | $ | 10,257,143    |  | $ | -             | 

F-10

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|**3.** | MINERAL RIGHTS (continued)                                      
|------ | ----------------------------------------------------------------
|       |                                                                 
|       | Mineral properties expenditures
      are summarized as follows:

| |                                  |   |               |  |   | Inception  |  |   |                   | 
| | -------------------------------- | - | ------------- |  | - | ---------- |  | - | ----------------- | 
| |                                  |   |               |  |   | (March 23, |  |   | Inception         | 
| |                                  |   |               |  |   | 2006) to   |  |   | (March 23,        | 
| |                                  |   | Year Ended    |  |   | July 31,   |  |   | **2006) to July** | 
| |                                  |   | July 31, 2007 |  |   | 2006       |  |   | 31, 2007          | 
| |                                  |   |               |  |   |            |  |   |                   | 
| |                                  |   |               |  |   |            |  |   |                   | 
| | Juniper Ridge                    |   |               |  |   |            |  |   |                   | 
| | Acquisition                      | $ | 23,793        |  | $ | -          |  | $ | 23,793            | 
| | Camp and field
      supplies    |   | 6,533         |  |   | -          |  |   | 6,533             | 
| | Drilling                         |   | 55,957        |  |   | -          |  |   | 55,957            | 
| | Geological and
      geophysical |   | 158,918       |  |   | -          |  |   | 158,918           | 
| | Travel and accommodation         |   | 3,986         |  |   | -          |  |   | 3,986             | 
| |                                  |   | 249,187       |  |   | -          |  |   | 249,187           | 
| |                                  |   |               |  |   |            |  |   |                   | 
| | Sky:                             |   |               |  |   |            |  |   |                   | 
| | Assaying, testing and analysis   |   | 1,012         |  |   | -          |  |   | 1,012             | 
| | Camp and field
      supplies    |   | 14,989        |  |   | -          |  |   | 14,989            | 
| | Drilling                         |   | 191,142       |  |   | -          |  |   | 191,142           | 
| | Geological and
      geophysical |   | 86,504        |  |   | -          |  |   | 86,504            | 
| | Travel and accommodation         |   | 3,986         |  |   | -          |  |   | 3,986             | 
| |                                  |   | 297,633       |  |   | -          |  |   | 297,633           | 
| |                                  |   |               |  |   |            |  |   |                   | 
| | Jeep:                            |   |               |  |   |            |  |   |                   | 
| | Acquisition                      |   | 10,098        |  |   | -          |  |   | 10,098            | 
| | Camp and field
      supplies    |   | 4,823         |  |   | -          |  |   | 4,823             | 
| | Drilling                         |   | 30,398        |  |   | -          |  |   | 30,398            | 
| | Geological and
      geophysical |   | 18,306        |  |   | -          |  |   | 18,306            | 
| | Travel and accommodation         |   | 3,986         |  |   | -          |  |   | 3,986             | 
| |                                  |   | 67,611        |  |   | -          |  |   | 67,611            | 
| |                                  |   |               |  |   |            |  |   |                   | 
| | Texas Database:                  |   |               |  |   |            |  |   |                   | 
| | Geological and geophysical       |   | 50,990        |  |   | -          |  |   | 50,990            | 
| |                                  |   | 50,990        |  |   | -          |  |   | 50,990            | 
| |                                  |   |               |  |   |            |  |   |                   | 
| |                                  | $ | 665,421       |  | $ | -          |  | $ | 665,421           | 

|4. | DUE TO STRATHMORE MINERALS CORP.                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                        
|   | The Company owes funds to Strathmore Minerals Corp., a
      related company with which the Company has three option agreements, for
      drilling and testing work carried out on the three related
      properties.

F-11

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|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 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.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Share purchase warrant transactions are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                

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

At July 31, 2007, the following share
  purchase warrants were outstanding and exercisable:

Number of Shares
      Exercise Price (C$)
      Expiry Date2,070,000
      1.50
      February 20, 2009885,000
      1.50
      February 28, 20092,955,000


F-12

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|5. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 the Summary of Significant Accounting
      Policies, 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. Based on the best estimate, management applied the estimated
      forfeiture rate of Nil in determining the expense recorded in the
      accompanying Statements of Operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Stock option transactions are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                                              |  |           |  |   | Weighted       | 
| | -------------------------------------------- |  | --------- |  | - | -------------- | 
| |                                              |  | Number of |  |   | Average        | 
| |                                              |  | Shares    |  |   | Exercise Price | 
| |                                              |  |           |  |   |                | 
| |                                              |  |           |  |   |                | 
| | Balance at inception and July
      31, 2006 |  | -         |  | $ | -              | 
| | Granted                                      |  | 2,600,000 |  |   | 2.71           | 
| | Balance at July 31, 2007                     |  | 2,600,000 |  | $ | 2.71           | 

The weighted average fair value per
  stock option granted during the year ended July 31, 2007 was approximately
  $2.26.

F-13

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|5. | COMMON STOCK (continued) Stock Options
      (continued)                             
|-- | -------------------------------------------------------------------------------------
|   |                                                                                      
|   | At July 31, 2007, the following stock options were
      outstanding and exercisable:

Aggregate
      
      
      
      
      
      
      
      
      AggregateIntrinsic
      
      
      
      
      
      
      
      
      IntrinsicNumber of
      
      
      
      
      Value
      
      
      
      
      
      Number of
      
      
      ValueOptions
      
      Exercise
      
      
      Closing
      
      
      
      
      
      Options
      
      
      ClosingOutstanding
      
      Price
      
      
      Price
      
      
      Expiry Date
      
      
      Exercisable
      
      
      Price2,225,000
      $
      2.70
      
      $
      -
      
      
      March 16, 2012
      
      
      556,250
      
      $
      -100,000
      $
      3.05
      
      $
      -
      
      
      April 13, 2012
      
      
      25,000
      
      $
      -200,000
      $
      3.00
      
      $
      -
      
      
      April 24, 2012
      
      
      50,000
      
      $
      -75,000
      $
      1.85
      
      $
      18,000
      
      
      June
        15, 2012
      
      
      18,750
      
      $
      4,5002,600,000
      
      
      
      $
      18,000
      
      
      
      
      
      650,000
      
      $
      4,500


The aggregate intrinsic value in the
  preceding table represents the total intrinsic value, based on the Companys
  closing stock price of $2.09 per share as of July 31, 2007, 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, 2007 was 18,750. As of July 31, 2007, 650,000
  outstanding options were vested and exercisable, and the weighted average
  exercise price was $2.71. The total intrinsic value of options exercised during
  the year ended July 31, 2007 was $Nil.

There was no comparable information for
  the prior period as the Company did not previously grant any stock options.

The following table summarizes
  information regarding the non-vested stock purchase options outstanding as of
  July 31, 2007.

| |                                                            |  |                   |   |   | Weighted Average | 
| | ---------------------------------------------------------- |  | ----------------- | - | - | ---------------- | 
| |                                                            |  |                   |   |   | Grant-Date Fair  | 
| |                                                            |  | Number of Options |   |   | Value            | 
| |                                                            |  |                   |   |   |                  | 
| | Non-vested options at inception and at July
      31, 2006 |  | -                 |   | $ | -                | 
| | Granted                                                    |  | 2,600,000         |   | $ | 2.26             | 
| | Vested                                                     |  | (650,000          | ) | $ | 2.26             | 
| | Cancelled/forfeited                                        |  | -                 |   | $ | -                | 
| | Non-vested options at April 30, 2007                       |  | 1,950,000         |   | $ | 2.26             | 

At July 31, 2007, there was unamortized
  compensation expense of $3,130,121 (July 31, 2006  $Nil) relating to the
  outstanding unvested options. This unrecognized compensation cost is expected to
  be recognized over a weighted-average period of 4.5 years.

F-14

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|5. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The fair value of stock options granted during the year
      ended July 31, 2007 was $5,500,840 (July 31, 2006 - $Nil) which is being
      recognized over the options vesting periods. Total stock-based
      compensation recognized during the year ended July 31, 2007 was $2,370,719
      (July 31, 2006 - $Nil) which has been recorded in the Statements of
      Operations with corresponding additional paid-in capital recorded in
      stockholders' equity:

| |                                        |   |               |  |   | Inception  |  |   |                   | 
| | -------------------------------------- | - | ------------- |  | - | ---------- |  | - | ----------------- | 
| |                                        |   |               |  |   | (March 23, |  |   | Inception         | 
| |                                        |   |               |  |   | 2006) to   |  |   | (March 23,        | 
| |                                        |   | Year Ended    |  |   | July 31,   |  |   | **2006) to July** | 
| |                                        |   | July 31, 2007 |  |   | 2006       |  |   | 31, 2007          | 
| |                                        |   |               |  |   |            |  |   |                   | 
| |                                        |   | (Restated    |  |   |            |  |   | (Restated        | 
| |                                        |   | Note 12)      |  |   |            |  |   | Note 12)          | 
| | Expenses:                              |   |               |  |   |            |  |   |                   | 
| | Consulting fees                        | $ | 300,637       |  | $ | -          |  | $ | 300,637           | 
| | Management fees                        |   | 2,070,082     |  |   | -          |  |   | 2,070,082         | 
| | Total stock-based compensation expense | $ | 2,370,719     |  | $ | -          |  | $ | 2,370,719         | 

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

Year
        EndedJuly 31, 2007Risk-free interest rate
      
      3.99%Expected life of options (years)
      
      5.0Expected volatility
      
      119%Dividend rate
      
      0%


|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company paid or accrued management fees of $9,000 to
      an officer of the Company (2006 - $Nil) and $1,200 to a director of the
      Company (2006 - $Nil). 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-15

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (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, 2007 |  |   | July 31, 2006 | 
| | ------------------- | - | ------------- |  | - | ------------- | 
| |                     |   |               |  |   |               | 
| |                     |   |               |  |   |               | 
| | Identifiable assets |   |               |  |   |               | 
| | Canada              | $ | 4,700,816     |  | $ | -             | 
| | United States       |   | 10,327,313    |  |   | 47,366        | 
| |                     | $ | 15,028,129    |  | $ | 47,366        | 

| |                   |   |               |  |   | Inception             | 
| | ----------------- | - | ------------- |  | - | --------------------- | 
| |                   |   |               |  |   | (March 23,            | 
| |                   |   | Year Ended    |  |   | **2006) to July 31,** | 
| |                   |   | July 31, 2007 |  |   | 2006                  | 
| |                   |   | (Restated    |  |   |                       | 
| |                   |   | Note 12)      |  |   |                       | 
| | Loss for the year |   |               |  |   |                       | 
| | Canada            | $ | 2,276,670     |  | $ | -                     | 
| | United States     |   | 1,844,864     |  |   | 9,134                 | 
| |                   | $ | 4,121,534     |  | $ | 9,134                 | 

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

| |                                      |   | July 31, 2007 |   |   | July 31, 2006 |  
| | ------------------------------------ | - | ------------- | - | - | ------------- | -
| |                                      |   |               |   |   |               |  
| |                                      |   |               |   |   |               |  
| | Deferred income tax assets:          |   |               |   |   |               |  
| | Non-capital loss carry forwards      | $ | 131,000       |   | $ | 3,100         |  
| | Resource
      expenditures          |   | 226,000       |   |   | -             |  
| | Valuation
      allowance            |   | (357,000      | ) |   | (3,100        | )
| |                                      |   |               |   |   |               |  
| | Net deferred
      income tax assets | $ | -             |   | $ | -             |  

F-16

---

YELLOWCAKE MINING INC.(Formerly Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|8. | INCOME TAXES (continued)                                                                        
|-- | ------------------------------------------------------------------------------------------------
|   |                                                                                                 
|   | A reconciliation of income taxes at statutory rates with
      the reported taxes is as follows:

| |                                                      |   |               |   |   | Inception         |  
| | ---------------------------------------------------- | - | ------------- | - | - | ----------------- | -
| |                                                      |   |               |   |   | (March 23,        |  
| |                                                      |   | Year Ended    |   |   | 2006) to July 31, |  
| |                                                      |   | July 31, 2007 |   |   | 2006              |  
| |                                                      |   |               |   |   |                   |  
| |                                                      |   | (Restated    |   |   |                   |  
| |                                                      |   | Note 12)      |   |   |                   |  
| | Loss for the period                                  | $ | (4,121,534    | ) | $ | (9,134            | )
| | Statutory rate                                       |   | 34.0%         |   |   | 34.0%             |  
| | Benefit from net loss                                |   | (1,401,000    | ) |   | (3,100            | )
| | Non-deductible stock option compensation and finance |   | 1,047,100     |   |   | -                 |  
| | fees                                                 |   |               |   |   |                   |  
| | Increase
      (decrease) in valuation allowance     |   | 353,900       |   |   | 3,100             |  
| |                                                      |   |               |   |   |                   |  
| | Income taxes
      expenses for the period           | $ | -             |   | $ | -                 |  

|    | The Company has available for deduction against future
      taxable income non-capital losses of approximately $380,000 in the United
      States. These losses, if not utilized, will expire through 2027.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|9.  | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company's financial instruments consist of cash and
      cash equivalents, receivables, accounts payable and accrued liabilities
      and due 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, 2007 consisted of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The issuance of 9,000,000 common shares pursuant to an
      option and joint venture agreement wherein the Company acquired sole and
      exclusive rights to earn-in an 80% interest in the Juniper Ridge project
      located in Wyoming, USA. The fair value of the shares issued was estimated
      to be $10,157,143. (Note 3)                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The issuance of 221,625 common shares was for finders
      fees in connection with two private placements (Note 5). The fair value of
      the shares issued was estimated to be $94,731.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | There were no non-cash transactions during the period
      from March 23, 2006 (date of inception) to July 31,
      2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

F-17

---

YELLOWCAKE MINING INC.(Formerly
  Hoopsoft Development Corp.) 
  (A Development Stage Company) 
  NOTES TO THE
  FINANCIAL STATEMENTS 
  July 31, 2007 (Expressed in US dollars)

|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.                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | The Company has not filed or made effective a
      registration statement underlying the private placements and has not
      obtained a waiver of the holders rights in respect of these agreements.
      Accordingly, the maximum penalty of $709,200 has been accrued in these
      financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12. | RESTATEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Subsequent to the issuance of the July 31, 2007 financial
      statements, the Company has corrected an error in the calculation of
      stock-based compensation included in management fees resulting from
      amortization of amounts relating to vesting of stock options granted to
      directors. As a result, the net loss for the year ended July 31, 2007 has
      increased by $798,117 (from $3,323,417) due to increase in stock-based
      compensation expense. The additional paid-in capital and accumulated
      deficit as of July 31, 2007 has also increased by $798,117. The net loss
      per share has increased from $0.04 (previously recorded) to $0.05. There
      was no impact on the totals of operating, financing and investing
      activities on the Statements of Cash Flows as a result of the
      restatement.

F-18

---

- 28 -

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

On June 1, 2007, we decided to engage new auditors as our
independent accountants to audit our financial statements. Our Board of
Directors approved the change of accountants to BDO Dunwoody LLP. Accordingly,
we dismissed Moore & Associates, on June 1, 2007.

During our most recent fiscal year, and any subsequent interim
periods preceding the change in accountants, there were no disagreements with
Moore & Associates on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope procedure. The report on the
financial statements prepared by Moore & Associates, for the last fiscal
year did not contain an adverse opinion or a disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principals
except that Moore & Associates, expressed in their report substantial doubt
about our ability to continue as a going concern.

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 8A. Controls and Procedures.

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

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

Evaluation of disclosure controls and procedures and
remediation

In connection with the restatement of our financial results for
the year ended July 31, 2007, under the direction of our management, we have
re-evaluated certain disclosure controls and procedures and internal controls
over financial reporting. In connection with the restatement we identified a
material weakness in our internal controls and procedures relating to the
calculation of stock based compensation.

As required by Rule 13(a)-15 under the Exchange Act, in
connection with this annual report on Form 10-KSB/A, under the direction of our
Chief Financial Officer, we have evaluated our disclosure controls and
procedures as of July 31, 2007, 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 have remediated such weaknesses in our disclosure
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

---

- 29 -

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.

Disclosure Control Weaknesses Identified

In connection with the preparation of our financial statements
for the year ended July 31, 2007, certain significant deficiencies in disclosure
controls became evident to management, 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                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                     
|(vi)  | Insufficient corporate governance policies. Our corporate
      governance activities and processes are not always formally documented.
      Specifically, decisions made by the board to be carried out by management
      should be documented and communicated on a timely basis to reduce the
      likelihood of any misunderstandings regarding key decisions affecting our
      operations and management.

Actions Taken and in Progress to Remediate 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                                 

---

- 30 -

|(vi) | We have implemented a policy to formally document all
      decisions made by the board on a timelier manner.
|---- | -------------------------------------------------------------------------------------------------------------

Item 8B. Other Information.

None.

PART III

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

Directors and Executive Officers, Promoters and Control
Persons

As at July 31, 2007, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with
      our Company
    Age
    Date First Elected or
      AppointedWilliam Tafuri H. Richard Klatt Robert A. Rich
      David Miller Hamish Malkin
    President, Secretary, Treasurer
      and a Director Director Director Director Chief Financial
      Officer
    66 71 61 54 61
    January 16, 2007 February 9, 2007 March
      2, 2007 March 29, 2007 April 24, 2007


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he was employed.

William Tafuri, President, Secretary, Treasurer and
Director

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, Director

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

---

- 31 -

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 terranes 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.

Robert A. Rich, Director

From 1988 to the present Dr. Rich has been the President of
Rich Associates, Inc. in Orleans, Massachusetts where he provides marketing
& sales, contracting procurement, market analysis and company/property
evaluation services in the areas of nuclear power and nuclear fuel commodities.

From 1985-1987 Dr. Rich was the Executive Vice President of
Edlow International Company in Washington, DC in which he managed the day-to-day
business of a company specializing in nuclear transport management, nuclear fuel
consulting, information and sales representative services.

From 1976-1984 Dr. Rich was a Uranium Geologist and a Manager
in Framingham, Massachusetts for Yankee Atomic Electric Company. During this
time he developed and managed uranium exploration projects in northeast US from
conception through drilling and data interpretation as well as evaluated
numerous US and Canadian exploration/development acquisition or joint venture
proposals. He was also responsible for negotiating joint venture agreements,
mineral leases and for managing a group responsible for buying uranium,
conversion, enrichment and spent fuel disposal services for nuclear power plants
and nuclear transportation.

Dr. Rich received a PhD and MA is Geological Sciences from
Harvard University in 1975 and 1970 respectively

David Miller, Director

From 1999 to the present Mr. Miller has been the President of
Miller and Associates, LLC in Riverton, Wyoming where he is involved in the
research acquisition, exploration, consulting and development of energy and
mineral resources in the United States.

From 2004 to the present Mr. Miller has acted as a consultant
on uranium project acquisition, development and mine planning for Strathmore
Minerals Corp. in Riverton, Wyoming. Mr. Miller has also been a representative
from House District 55 for the Wyoming Legislature from 2001 to the present.

Mr. Miller received a BSc in Geology from the University of
Missouri  Columbia in 1975.

Hamish Malkin, Chief Financial Officer

Mr. Malkin has been self employed since April, 2003, providing
chief financial officer services on a contract basis. Prior to being self
employed Mr. Malkin was the CFO of Trivalence Mining Corporation from January
1997 to

---

- 32 -

March 2003. Mr. Malkin is a Chartered Accountant and a member
of the Canadian Institute of Chartered Accountants and the Institute for
Chartered Accountants of British Columbia. Prior to 1997, Mr. Malkin held senior
financial positions in the entertainment and commercial real estate industries.
Mr. Malkin is also currently the chief financial officer of Entrée Gold Inc.
(TSX: ETG; AMEX: EGI; Frankfurt: EKR), a Canadian company reporting in both the
United States and Canada, the chief financial officer of Argentex Mining
Corporation, UC Resources Ltd. (AGXM:OBTSXV: UC), a US and Canadian reporting
company and the Chief Financial Officer of American Uranium Corporation
(AUUM.OB), a US reporting company.

There are no family relationships among our directors or
executive officers.

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

Audit Committee and Audit Committee Financial Expert

We have an audit committee and audit committee charter. Our
audit committee is independent as the term is used in Item 7(d)(3)(iv) of
Schedule 14A under the Securities Exchange Act of 1934, as amended and is
presently comprised of Robert A. Rich (Chair), H. Richard Klatt and David R.
Miller. 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 by applicable
rules of the SEC.

Nominating Committee

We have nominating committee. Our nominating committee is
presently comprised of Robert A. Rich (Chair), H. Richard Klatt and David R.
Miller. A copy of our nominating committee charter is attached to this Annual
Report. 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.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 33 -

| | 2. | Periodically evaluate the qualifications and independence
      of each director on the Board or its various committees and recommend to
      the Board, as the Committee may deem appropriate, any recommended changes
      in the composition of the Board or any of its committees.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                         
| | 3. | Develop and recommend to the Board corporate governance
      principles applicable to the Company.                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                         
| | 4. | Annually assess the performance of the Board.                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                         
| | 5. | Take such other actions within the scope of this Charter
      as the Board may assign to the Committee from time to time or as the
      Committee deems necessary or appropriate.                                                                                                     

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

The basic responsibility of the directors of the Committee is
to exercise their business judgment to act in what they reasonably believe to be
in the best interests of the Company and its shareholders. In discharging that
responsibility, the Committee should be entitled to rely on the honesty and
integrity of the Companys senior executives and its outside advisors and
auditors, to the extent it deems necessary or appropriate.

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.

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

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 ten percent 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
    None
    None
    N/AH. Richard Klatt
    1
    1
    N/ARobert A. Rich
    None
    None
    N/ADavid Miller
    1
    1
    N/AHamish Malkin
    1
    1
    N/A


Item 10. Executive Compensation.

The particulars of compensation paid to the following persons:

---

- 34 -

- 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, 2007; 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, 2007, are set out in the following summary
compensation table:

SUMMARY COMPENSATION
        TABLEName 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, CFO & 
        Secretary
      2007
      Nil
      Nil
      Nil
      476,560
      Nil
      Nil
      -
      476,560Hamish Malkin 
        CFO
      2007
      Nil
      Nil
      Nil
      142,948
      Nil
      Nil
      9,000
      142,948Bijan Jiany1
        former Secretary, 
        Treasurer & CFO(1)
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      NilDavid Heel(2) 
        former President
      2007
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil


(1)Mr. Jiany resigned as a director and officer on
January 16, 2007 (2) Mr. Heel resigned as a director and officer
on February 16, 2007 (3) 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.

Outstanding Equity Awards at Fiscal Year-End

As at July 31, 2007, we had not adopted any equity compensation
plan and no stock, options, or other equity securities were awarded to our
executive officers except as listed below:

OUTSTANDING EQUITY AWARDS AT
        FISCAL YEAR-ENDOPTION 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 
        President, CEO, 
        Secretary & 
        Director
      125,000
      375,000
      Nil
      $2.70
      Mar
        
        16/2012
      Nil
      Nil
      Nil
      Nil


---

- 35 -

OUTSTANDING
        EQUITY AWARDS AT FISCAL YEAR-ENDOPTION 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 
        (#)Hamish Malkin 
        CFO
      50,000
      150,000
      Nil
      $3.00
      Apr
        12, 
        2012
      Nil
      Nil
      Nil
      NilBijan Jiany, 
        former 
        Secretary, 
        Treasurer and 
        CFO
      Nil
      Nil
      Nil
      N/A
      N/A
      Nil
      Nil
      Nil
      NilDavid Heel, 
        former 
        President
      Nil
      Nil
      Nil
      N/A
      N/A
      Nil
      Nil
      Nil
      Nil


Aggregated Options Exercised in the Year Ended July 31, 2007
and Year End Option Values

There were no stock options exercised during the year ended
July 31, 2007.

Repricing of Options/SARS

We did not reprice any options previously granted during the
year ended July 31, 2007.

Director Compensation

The particulars of compensation paid to our directors for our
year ended July 31, 2007, 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
    Nil
    Nil
    476,560
    Nil
    Nil
    Nil
    476,560H. Richard Klatt
    Nil
    Nil
    476,560
    Nil
    Nil
    Nil
    476,560Robert A. Rich
    Nil
    Nil
    476,560
    Nil
    Nil
    Nil
    476,560David Miller
    Nil
    Nil
    476,560
    Nil
    Nil
    Nil
    476,560


---

- 36 -

During the fiscal year ended July 31, 2007, 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, 2007, we granted 500,000 stock options to each of our four
directors, exercisable at $2.70 per share until expiry in March 16, 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.

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.

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.

---

- 37 -

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

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

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

As of July 31, 2007, there were 50,931,625 shares of our common
stock outstanding. The following table sets forth certain information known to
us with respect to the beneficial ownership of our common stock as of that date
by (i) each of our directors, (ii) each of our executive officers, and (iii) all
of our directors and executive officers as a group. Except as set forth in the
table below, there is no person known to us who beneficially owns more than 5%
of our common stock. The number of shares beneficially owned is determined under
rules of the SEC and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and any shares which the individual has the right to acquire
within 60 days of July 31, 2007 through the exercise of any stock option or
other right. Unless otherwise noted, we believe that each person has sole
investment and voting power (or shares such powers with his or her spouse) with
respect to the shares set forth in the following table:

Name and Address of Beneficial Owner
      Amount
        and Nature of Beneficial Ownership
      Percentage
        of Class1Directors and
        OfficersH. Richard Klatt 
        951 East 8800 South 
        Sandy, UT 84094
      525,0002
      Direct
      1.03%David Miller 
        131 Davis Lane 
        Riverton WY 82901
      165,0003
      Direct
      0.21%Robert Rich 
        5 locust Road 
        Orleans MA 02653
      725,0004
      Direct
      1.42%William Tafuri 
        5020 N. Silver Springs Road 
        Park City, UT 84098
      2,225,0005
      Direct
      4.37%Hamish Malkin 
        1564 Eaglecliff Road, RR1 
        Bowen Is, BC V0N 1G0
      50,0006
      Direct
      0.10%Directors and
        Executive Officers as a Group
      3,632,500
      
      7.13%Holders of More
        than 5% of our Common StockCede & Co 
        Box #20 
        Bowling Green Station 
        New York, NY 10004
      28,179,450
      Direct
      55.33%Strathmore Minerals Corp. 
        700-1620 Dickenson Avenue 
        Kelowna BC V1Y 9Y2
      9,000,000
      Direct
      17.7%


1 Percentage of ownership is based on 50,931,625
common shares issued and outstanding as of July 31, 2007 2 Total
includes 400,000 common shares and 125,000 stock options exercisable within 60
days; 3 Total includes 40,000 common shares and 125,000 stock
options exercisable within 60 days; 4 Total includes 600,000
common shares and 125,000 stock options exercisable within 60 days;

---

- 38 -

5 Total includes 2,100,000 common shares and 125,000
stock options exercisable within 60 days; 6 Total includes 50,000
stock options exercisable within 60 days;

Changes in Control

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

Item 12. 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.                               

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.

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 member of our board of directors also
serves as President, Chief Operating Officer and as a Director of Strathmore
Minerals Corp.

Subsequent Events

Directors

On December 3, 2007 we appointed Siegfried Muessig and James
Malone to our board of directors. We 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, 2011, which
options vest according to the stock option agreement. The options were issued in
accordance with the Companys 2007 Stock Option Plan.

Effective December 31, 2007, Robert A. Rich has resigned as a
director of our company. On January 21, 2008, David Miller resigned as a
director of our company. Our board of directors now consists of William Tafuri,
Richard Klatt, Sigfried Muessig and James Malone.

Officers

On April 2, 2008, Hamish Malkin resigned as chief financial
officer and treasurer of our company and William Tafuri was appointed as our
interim chief financial officer and treasurer. William Tafuri is now our sole
officer.

The Beck Properties

As described above, on October 3, 2007, we had entered into a
letter of intent (the LOI) with American Nuclear Fuels (Colorado) LLC (ANF)
to acquire an interest in certain uranium properties located in Gateway,
Colorado (the Beck Properties) owned by Beck Mining Enterprises LLC, BeckWorth
Corporation, Bedrock Development

---

- 39 -

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 3700 acres, in the Uravan uranium belt, Montrose County, Colorado,
also known as the Beck Project, in exchange for total payments of $5,968,750 in
cash and the issuance of 2,765,625 shares of our common stock, payable over 5
years.

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.

For the Juniper Ridge Project, the following terms now apply:

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 $500,000 annual minimum,
as outlined in the following schedule:

- $764,518 not later than May 1, 2008, of which $563,518 has been paid.
- 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.

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 Yellowcake-Strathmore 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. Drilling and installation activities are scheduled for
spring 2008, in addition to plans for extensive exploration drilling to increase
the extent of the known mineralization.

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. We are in the process of obtaining drill
permits and intend to drill over 20,000 feet this summer. 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 will begin as soon as the permits are received. Bids have
also been received from 3 logging companies.

---

- 40 -

Item 13. Exhibits

Exhibits required by Item 601 of Regulation S-B

|Exhibit |                                                                                                                                                                                                                                                            
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                                                                                
|3.1     | Articles of
        Incorporation (incorporated by reference from our Form SB-2 Registration
        Statement, filed on September 22, 2006)                                                                                                               
|3.2     | Bylaws (incorporated by reference
        from our Form SB-2 Registration Statement, filed on September 22, 2006)                                                                                                                                          
|3.3     | Articles of
        Merger filed with the Secretary of State on January 12, 2007 and which
        is effective January 23, 2007 (incorporated by reference from our Current
        Report on Form 8-K, filed on January 25, 2007)                        
|3.4     | Certificate of Change filed
        with the Secretary of State of Nevada on January 12, 2007 and which is
        effective January 23, 2007 (incorporated by reference from our Current
        Report on Form 8-K, filed on January 25, 2007)           
|10.1    | Agreement between
        our company and Strathmore Minerals Corp. dated January 29, 2007 (incorporated
        by reference from our Current Report on Form 8-K, filed on January 30,
        2007)                                                      
|10.2    | Form of Overseas Subscription
        Agreement (incorporated by reference from our Current Report on Form 8-K,
        filed on February 22, 2007)                                                                                                        
|10.3    | Form of US Subscription
        Agreement (incorporated by reference from our Current Report on Form 8-K,
        filed on February 22, 2007)                                                                                                              
|10.4    | Option and Joint Venture Agreement
        dated March 14, 2007 between our company and Strathmore Minerals Corp.
        (incorporated by reference from our Current Report on Form 8-K, filed
        on March 16, 2007)                                 
|10.5    | Letter of Intent
        dated April 5, 2007 between our company and Strathmore Minerals Corp.
        (incorporated by reference from our Current Report on Form 8-K, filed
        on April 10, 2007)                                                    
|10.6    | Letter of Intent dated April
        12, 2007 between our company and Strathmore Minerals Corp. (incorporated
        by reference from our Current Report on Form 8-K, filed on April 19, 2007)                                                           
|10.7    | Stock Option
        Agreement dated April 24, 2007 with Hamish Malkin (incorporated by reference
        from our Current Report on Form 8-K, filed on May 4, 2007)                                                                                       
|10.8    | Employment Agreement dated April
        24, 2007 with Hamish Malkin (incorporated by reference from our Current
        Report on Form 8-K, filed on May 4, 2007)                                                                                         
|10.9    | Investor Relations
        Agreement with Carson Seabolt dated June 15, 2007 (incorporated by reference
        from our Current Report on Form 8-K, filed on July 12, 2007)                                                                               
|10.10   | Amended Letter of Intent with
        Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Jeep
        Project (incorporated by reference from our Current Report on Form 8-K,
        filed on July 31, 2007)                                
|10.11   | Amended Letter
        of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding
        the Sky Project (incorporated by reference from our Current Report on
        Form 8-K, filed on July 31, 2007)                                 
|10.12   | Stock Option Plan (incorporated
        by reference from our Current Report on Form 8-K, filed on July 31, 2007)                                                                                                                                          
|10.13   | Form of Master
        Agreement Concerning Lease and Option for Purchase and Sale of Mining
        Properties (Mining Claims, Montrose County, Colorado)(incorporated by
        reference from our Current Report on Form 8-K, filed on January 7, 2008)
|10.14   | Limited Liability Company Operating
        Agreement dated effective December 31, 2007 with Strathmore Resources
        (US) Ltd. (incorporated by reference from our Current Report on Form 8-K,
        filed on May 1, 2008)                          
|10.15   | Jeep Project
        Termination Agreement dated April 21, 2008 with Strathmore Resources (US)
        Ltd. (incorporated by reference from our Current Report on Form 8-K, filed
        on May 1, 2008)                                                  
|10.16   | Sky Project Termination Agreement
        dated April 21, 2008 with Strathmore Resources (US) Ltd. (incorporated
        by reference from our Current Report on Form 8-K, filed on May 1, 2008)                                                           
|10.17   | Form of Stock
        Option Agreement (incorporated by reference from our Current Report on
        Form 8-K, filed on December 14, 2008)                                                                                                                 
|14.1    | Code
    of Ethics (incorporated by reference from our Annual Report on Form 10-KSB, filed on November 14, 2007)                                                                                                                                           
|16.1    | Letter on change
        in certifying accountant (incorporated by reference from our Current Report
        on Form 8-K, filed on June 14, 2007 and amended on July 12, 2007)                                                                             
|31.1*   | Section
        302 Certification under Sarbanes-Oxley Act of 2002                                                                                                                                                                                         
|32.1*   | Section 906 Certification under Sarbanes-Oxley Act of 2002                                                                                                                                                                                                 
|99.2    | Audit Committee Charter      (incorporated by reference from our Annual Report on Form 10-KSB, filed on November 14, 2007)                                                                                                                                 
|99.3    | Nominating
      Committee Charter (incorporated by reference from our Annual Report on Form 10-KSB, filed on November 14, 2007)                                                                                                                           

*Filed herewith

---

- 41 -

Item 14. Principal Accountant Fees and Services

Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended July 31, 2007 and July 31, 2006 for professional services
rendered by the principal accountant for the audit of our annual financial
statements and review of the financial statements included our Quarterly Reports
on Form 10-QSB and services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

Year Ended July 31, 2007
    Year Ended July 31, 2006Audit Fees
    $79,700
    $NilAudit Related Fees
    -
    -Tax Fees
    -
    -All Other Fees
    -
    -Total
    $79,700
    $Nil


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.

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 (which consists of our entire board of
  directors); 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.

---

- 42 -

SIGNATURES

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

YELLOWCAKE MINING INC.

|By    | /s/ William Tafuri                                                                               
|----- | -------------------------------------------------------------------------------------------------
|      | William Tafuri                                                                                   
|      | President, Chief Executive Officer, Chief
      Financial Officer, Secretary and Director        
|      | (Principal Executive Officer, Principal
      Accounting Officer and Principal Financial Officer)
|      |                                                                                                  
|Date: | September  2, 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 Tafuri                             
|----- | -----------------------------------------------
|      | William Tafuri                                 
|      | President, Chief Executive Officer and Director
|      | (Principal Executive Officer)                  
|      |                                                
|Date: | September  2, 2008                             
|      |                                                
|By    | /s/ James Malone                               
|      | James Malone                                   
|      | Director                                       
|      |                                                
|Date: | September  2, 2008                             
|      |                                                
|By    | /s/ H. Richard Klatt                           
|      | H. Richard Klatt                               
|      | Director                                       
|      |                                                
|Date: | September  2, 2008                             

---