UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-KSB

QANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended SEPTEMBER 30, 2008

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

Commission file number 000-51700

URANIUM HUNTER CORPORATION

|Nevada                               | N/A                 
|------------------------------------ | --------------------
|(State
    or other jurisdiction     | (I.R.S.
    Employer
|of
    incorporation or              | Identification      
|organization)                        | Number)             
|                                     |                     
|First Canadian Place                 |                     
|100
    King Street West, Suite 5700 |                     
|Toronto, Ontario, Canada             | M5X
    1K7         
|(Address of principal                | (Zip
    Code)      
|executive offices)                   |                     

Issuers telephone number, including area code:(416)
915-3199

Securities registered under Section 12(b) of the Exchange Act:None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock ($0.001 par value)

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

Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B not 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.
 ̈

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

State Issuers revenues for its most recent fiscal year:
$-0-.

As of December 10, 2008, the aggregate market value of the
voting and non-voting common equity held by non-affiliates of the Issuer
(34,395,000 shares) was approximately $2,407,000 (based upon the average bid and
asked prices of the common stock on December 10, 2008). The number of shares
outstanding of the common stock ($0.001 par value) of the Issuer as of the close
of business on December 10, 2008 was 64,320,000.

Documents Incorporated by Reference: None

Transitional Small Business
Disclosure Format: Yes
 ̈                
No Q

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URANIUM HUNTER CORPORATION



TABLE OF CONTENTS



|PART I     
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|Item 1.    
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|Item 2.    
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|Item 3.    
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|Item 4.    
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|PART II    
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|Item 5.    
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|Item 6.    
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|Item 7.    
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|Item 8.    
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|Item 8A(T).
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|Item 8B.   
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|PART III   
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|Item 9.    
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|Item 10.   
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|Item 11.   
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|Item 12.   
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|Item 13.   
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|Item 14.   
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Forward-Looking Statements



This report contains certain forward-looking statements and information relating to the Company that are based on the beliefs and assumptions made by the Companys management as well as information currently available to the management.  When used in this document, the words anticipate, believe, estimate, and expect and similar expressions, are intended to identify forward-looking statements.  Such statements reflect the current views of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected.  Certain of these risks and uncertainties are discussed in this report under the caption Uncertainties and Risk Factors in Part I, Item 1 Description of Business.  The Company does not intend to update these forward-looking statements.



PART I



Item 1.

Description of Business.



Introduction



Uranium Hunter Corporation, a Nevada corporation (referred to herein as the Company, we, us and our) was incorporated on September 4, 2003 under the name Brownsville Company.



From inception until November 2006, we operated a boat launch, parking lot, marina and convenience store located in Maple Ridge, British Columbia.  In November 2006, we sold and transferred such business to Fraser River Metals Depot Inc. (Fraser River) pursuant to an Asset Purchase Agreement dated November 16, 2006, pursuant to which on the same date we sold and transferred to Fraser River all of our assets relating to the Companys boat launch, parking lot, marina and convenience store business.



On October 13, 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  The Gambaro Resources Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of uranium.  See The Gambaro Property below.



On February 14, 2007, pursuant to a Certificate of Amendment to our Articles of Incorporation filed with the State of Nevada, we changed the name of the corporation from Brownsville Company to Uranium Hunter Corporation.



On June 26, 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda.  See The NPK Property below.



On October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the Karoo Project which contains approximately 8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania.  See The Karoo Project below.



The Gambaro Property



On October 13, 2006, we entered into an Option Agreement (the Trimark Agreement) with Trimark Explorations Ltd.  and its wholly-owned subsidiary, Gambaro Resources Limited (together referred to herein as Trimark), whereby Trimark granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania (the Gambaro Property).  The Gambaro Property consists of approximately 170 square kilometers in the southwestern part of Tanzania which is located on the East Coast of Africa.  The Gambaro Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of Uranium.  Under the terms of the Trimark Agreement, Trimark has granted us the sole and exclusive option to acquire up to a 100% undivided interest in and to the Gambaro Property, by making the following cash payments totaling $100,000 over a three year period: (i) $25,000 within 45 days of signing the Trimark Agreement (which has been extended up to an additional 30 days or 5 days after the issuance of an exploration and prospecting license, whichever occurs first); (ii) an additional $35,000 within two years of signing of the Trimark Agreement;  and (iii) an additional $40,000 within three years of signing of the Trimark Agreement.



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Pursuant to the Trimark Agreement, we must also complete the following cumulative exploration expenditures on the Gambaro Property totaling $1,000,000 over a 36 month period: (i) $100,000 in cumulative exploration expenditure within the first 12 months after signing the Trimark Agreement; (ii) $500,000 in cumulative exploration expenditures within 24 months of signing of the Trimark Agreement; and (iii) $1,000,000 in cumulative exploration expenditures within 36 months of signing of the  Trimark Agreement.  If 36 months after the date of the Trimark Agreement, we have not completed exploration expenses of $1,000,000, we may still earn our 100% interest in the Gambaro Property if we issue in favor of Trimark payments totaling up to 1,000,000 of our shares of common stock or cash of up to $1,000,000 at our sole option less the cumulative exploration expenditures already paid and/or met on the Gambaro Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period, provided, however, that the shares  shall not be valued at less then $1.00 per share.  In the event such shares are valued at less then $1.00, we may still execute this buyout using cash.



The Trimark Agreement further provides that we will act as operator during the earn-in phase of the Trimark Agreement and will be entitled to charge a management fee of 15% on all property exploration expenditures and related head office overhead paid solely out of cumulative exploration expenditures provided by us and from revenues from the operation of the Gambaro Property pursuant to the terms of the Trimark  Agreement.  Once we have earned our 100% interest in the Gambaro Property, Trimark shall be entitled to a 2% net smelter royalty which shall be reduced to 1% at our sole option upon payment to Trimark of $1,000,000.  The Trimark Agreement provides that a management committee consisting of two representatives of each company shall be formed pursuant to which we shall be responsible for the proposal of exploration programs to the management committee and for funding in full any and all exploration programs approved by the management committee in advance of the commencement of exploration.



We may terminate the Trimark Agreement at any time by giving written notice to Trimark of the termination of the Trimark Agreement and such termination shall be effective on the 15th day after such notice is sent to Trimark.  In addition, if we fail to make any payment under the Trimark Agreement or fails to do anything on or before the last day provided for such payment or performance under the Trimark Agreement (in each or either case referred to as a default), Trimark  may terminate the Trimark Agreement but only if: (i) Trimark has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should we fail to comply with the foregoing, Trimark may thereafter terminate the  Trimark Agreement by notice to us.  Upon such termination, we forfeit any and all interest in the Gambaro Property and shall cease to be liable to Trimark.



During fiscal 2007, we performed initial exploration work on the Gambaro Property consisting of radiometric data interpretation performed in Toronto, Ontario.  After this was completed, some early field reconnaissance work was performed with the assistance of a hand held scintilometer.  Once further uranium anomalies were confirmed, we commissioned a helicopter aerial survey to be performed, which was done following the end of fiscal 2007.   Exploration expenditures during fiscal 2007 amounted to US $107,979.



During fiscal 2008, results of helicopter aerial survey were interpreted by Gap Geophysics of South Africa.  Interpretation results were used to map ground targets for a preliminary field work program headed by Gold Finders of Tanzania.



We are currently in default of certain payment obligations pursuant to the Trimark Agreement and we are now considering abandoning this project.



The NPK Property



On June 26, 2007, we entered into an Option Agreement (the NPK Agreement) with NPK Resources Ltd. (NPK), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the NPK Property).



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Under the terms of the NPK Agreement, NPK has granted us the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment  to NPK of  $25,000 US within five days of signing the NPK Agreement.  We paid $15,000 during the quarter ended June 30, 2007 and paid the balance of $10,000 in July 2007.  The Company shall also be responsible for making all necessary property payments and taxes to keep the NPK Property in good standing.  We shall maintain its 75% interest in the NPK Property after we pay the $25,000 as described above by completing the following cumulative exploration expenditures on the NPK Property totaling $150,000 US over a 36 month period: (i) $50,000 in cumulative exploration expenditure within the first 12 months after signing the NPK Agreement; (ii) $100,00 in cumulative exploration expenditures within 24 months of signing of the NPK Agreement; and (iii) $150,000 in cumulative exploration expenditures within 36 months of signing of the NPK Agreement.  If 36 months after the date of the NPK Agreement, we have not completed exploration expenses of $150,000, we may still maintain our 75% interest in the NPK Property if we issue in favor of NPK payments totaling up to $150,000 in shares of common stock of the Company or cash of up to $150,000 US at our sole option less the cumulative exploration expenditures already paid and/or met on the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less then $1.00 per share.



Once we have vested and maintained our 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally in all exploration costs and payments subject to standard dilution terms.



In addition, once we have earned our 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property into common stock of the Company at the fair market value for NPKs 25% ownership of the NPK Property.  The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts.  Should NPK convert its 25% ownership into shares of common stock of the Company, then we shall own 100% of the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share.



We may terminate the NPK Agreement at any time by giving written notice to NPK of the termination of the NPK Agreement.  If we fail to make any payment (optional, discretionary or otherwise) or fails to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if: (i) NPK has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should the Company fail to comply with the foregoing, NPK may thereafter terminate the NPK Agreement by notice to the Company.  Upon the termination of the NPK Agreement, we shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK.



During the fourth quarter of fiscal 2007, we performed some early reconnaissance and mapping work on the NPK Property.  There was also some radiometric interpretation done using old data from the Ugandan Geological survey.  Exploration expenditures during fiscal 2007 amounted to US $29,600.



No subsequent exploration work was conducted on the NPK Property in fiscal 2008.



The Karoo Project

On October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. (Pinewood) to earn a 75% interest in the Karoo Project which contains approximately 8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania (the Karoo Property).   In fiscal 2008, Management decided not to pursue any further interest in this property.



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Competition



We are an exploration stage company.  We expect to face significant competition in our business of exploration and mining, a business in which we will compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties.  Many of the mineral resource exploration and development companies with whom we will compete have greater financial and technical resources than 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 greater 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 and development.   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.



Patents and Trademarks



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



Employees



As of the date hereof, and other than the services provided by our sole officer, we do not have any full or part time employees and have no plans for retaining employees until such time as our business warrants the expense.



Uncertainties and Risk Factors



In addition to other information and financial data set forth elsewhere in this report, the following risk factors should be considered carefully in evaluating the Company.



LACK OF SUCCESSFUL OPERATING HISTORY; NEW BUSINESS. We commenced business in September 2003 in order to operate a boat launch, parking lot, marina and convenience store.  Subsequent to the end of the 2006 fiscal year, and in November 2006, we sold this business.  Such business had suffered continual losses since its inception.   In October 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  In June 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda.  As a result of this change of direction, our business focus is now exploration and mining, a business in which we have no operating history.  Due to this lack of operating history, the Company and our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. There is nothing at this time upon which to base an assumption that our exploration and mining prospects will prove successful, and there is no assurance that we will be able to operate profitably.



NEED FOR ADDITIONAL FINANCING.  We are in the exploration stage and have not yet realized revenues from our planned operations.  We have incurred a net loss of $436,446 for the year ended September 30, 2008.  At September 30, 2008, we had an accumulated deficit of $984,567.  We have funded operations through the issuance of capital stock.  In January 2007, we received stock subscriptions for issue of our common stock for gross proceeds of $75,000.  In April 2007, we received a stock subscription of $600,000.  In April 2008, we received a stock subscription for $20,000, and in May 2008, we received a stock subscription for $25,000.  Further, during the three months ended September 30, 2008, we received an additional stock subscription for $50,000, and subsequent to the year ended September 30, 2008, we received an additional stock subscription for $25,000 in October 2008.  We plan is to continue raising additional funds through future equity or debt financing until we achieve profitable operations from our mineral extraction activities.  No assurance can be given, however, that we will be able to obtain additional financing or that our mining activities will be successful.



DOUBTFUL ABILITY TO CONTINUE AS A GOING CONCERN.  As stated above, we are now an exploration stage mining company and have not realized any revenues from our operations.  We are primarily engaged in the acquisition, exploration and development of uranium mining properties in Africa.  Our financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.   We have no source for operating revenue and expect to incur significant expenses before establishing operating revenue. We have a need for equity capital and financing for working capital and exploration of our properties.  Because of continuing operating losses, negative working capital and cash outflows from operations, our continuance as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operation. Our future success is dependent upon our continued ability to raise sufficient capital, not only to maintain its operating expenses, but to explore for uranium reserves. There is no guarantee that such capital will continue to be available on acceptable terms, if at all or if we will attain profitable levels of operation.



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THE EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE.  We expect to face significant competition in our business of exploration and mining, a business in which we will compete with other mineral resource exploration  and  development companies for financing and for the acquisition of new mineral properties.   Many of the mineral resource exploration and development companies with whom we will compete have greater financial and technical resources than 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 greater 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 and development.   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.



WE RELY UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS OF OPERATIONS COULD BE ADVERSELY AFFECTED.  We rely heavily on our Chief Executive Officer, Ghaith Qamheiah.  His experience  and  input  create  the  foundation  for  our  business  and  he  is responsible for the directorship and control over our exploration activities.  We presently have a consulting agreement with Mr. Qamheiah which can be terminated by either party on 30 days prior notice.  Moving forward, should we lose the services of Mr. Qamheiah, for  any  reason,  we will incur costs associated with recruiting a replacement and delays in our operations.  If we are unable to replace him with another suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and exploration activities.



WE MAY NOT BE ABLE TO MAKE THE REQUIRED PAYMENTS UNDER THE OPTION AGREEMENT.   On October 13, 2006, we entered into an Option Agreement (the Trimark Agreement) with Trimark Explorations Ltd. and its wholly-owned subsidiary, Gambaro Resources Limited, whereby we were granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  On June 26, 2007, we entered into an Option Agreement (the NPK Agreement) with NPK Resources Ltd. (NPK), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda.  Pursuant to the Trimark Agreement and NPK Agreement, we must make certain cash payments and we must complete certain exploration expenditures.  If we are unable to make these payments or complete such required exploration expenditures, we could lose our interests in such mining properties.   We are currently in default of certain payment obligations pursuant to the Trimark Agreement and we are now considering abandoning this project.



OUR  PLANNED  MINERAL  EXPLORATION  EFFORTS  ARE  HIGHLY  SPECULATIVE; WE HAVE NOT YET ESTABLISHED ANY PROVEN OR PROBABLE RESERVES.  Mineral exploration is highly speculative.  It involves many risks and is often nonproductive.  Even if we believe we have found a valuable mineral deposit, it may be several years before production is possible. During that time, it may become no longer feasible to produce those minerals for economic, regulatory, political, or other reasons.  Additionally,  we  may  be  required  to  make substantial  capital  expenditures  and  to  construct  mining  and  processing facilities.  As  a  result of these costs and uncertainties, we may be unable to start,  or  if  started,  to  finish  our  exploration  activities.   In addition, we have not to date established any proven or probable reserves on our mining properties and there can be no assurance that such reserves will ever be established.



MINING  OPERATIONS  IN  GENERAL  INVOLVE  A HIGH DEGREE OF RISK, WHICH WE MAY BE UNABLE,  OR  MAY  NOT  CHOOSE  TO  INSURE  AGAINST,  MAKING  EXPLORATION  AND/OR DEVELOPMENT  ACTIVITIES  WE  MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY FOR CERTAIN  CLAIMS.   Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual  and  unexpected  geological  formations, rock falls, flooding and other conditions  involved in the drilling and removal of material, any of which could result  in  damage  to, or destruction of, mines and other producing facilities, damage  to  life or property, environmental damage and possible legal liability.  Although we plan to take adequate precautions to minimize these risks, and risks associated  with equipment failure or failure of retaining dams which may result in  environmental  pollution,  there  can  be  no  assurance  that even with our precautions,  damage  or  loss will not occur and that we will not be subject to liability  which will have a material adverse effect on our business, results of operation and financial condition.



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BECAUSE  OF  THE  UNIQUE  DIFFICULTIES  AND  UNCERTAINTIES  INHERENT  IN MINERAL EXPLORATION  VENTURES,  WE  FACE  A  HIGH  RISK  OF  BUSINESS  FAILURE.  Stockholders should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake.  These potential problems  include,  but  are  not limited to, unanticipated problems relating to exploration,  and  additional  costs  and  expenses  that  may  exceed  current estimates.  Most  exploration  projects  do  not  result  in  the  discovery  of commercially  mineable  deposits.  Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.



BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may result in our inability to complete our planned exploration program and/or obtain additional financing to fund our exploration program.



TITLE TO PROPERTIES MAY BE AT RISK.  Although we have taken steps to verify title to the properties on which we are conducting exploration and in which we have an interest, in accordance with industry standards for the current stage of development of such properties, these procedures do not guarantee the Companys title.  Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, and non compliance with regulatory and environmental requirements.



CURRENT LEVELS OF MARKET VOLATILITY COULD HAVE ADVERSE IMPACTS.  The capital and credit markets have been experiencing volatility and disruption. If the current levels of market disruption and volatility continue or worsen, there can be no assurance that the Company will not experience adverse effects, which may be material. These effects may include, but are not limited to, difficulties in raising additional capital or debt and a smaller pool of investors and funding sources.  There is thus no assurance the Company will have access to the equity capital markets to obtain financing when necessary or desirable.



GENERAL DETERIORATION IN ECONOMIC CONDITIONS MAY HAVE ADVERSE  IMPACTS.  The current economic environment is challenging and uncertain.  The consequences of a prolonged recession may include a lower level of economic activity and uncertainty regarding commodity markets.  Further, the risks associated with industries in which the Company operates become more acute in periods of a slowing economy or slow growth.



OUR FORMER CHIEF EXECUTIVE OFFICER CAN VOTE AN AGGREGATE OF 46.6% OF OUR COMMON STOCK AND CAN THEREFORE EXERCISE SIGNIFICANT CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW DIRECTORS.  Adam R. Cegielski, our former Chief Executive Officer can vote an aggregate of 29,925,000 shares or approximately 46.6% of our outstanding Common Stock. Accordingly, Mr. Cegielski will exercise significant control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control.  Any investors who purchase shares will be minority shareholders and as such will have little to no say in the direction of the Company and the election of directors.  As a potential investor in the Company, you should keep in mind that even if you own shares of the Companys Common Stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.



WE DO NOT INTEND TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.  We have never declared or paid a dividend on our common stock. We intend to retain earnings, if any, for use in the operation and expansion of our business and, therefore, do not anticipate paying any dividends in the foreseeable future.



THE TRADING PRICE OF OUR COMMON STOCK MAY BE VOLATILE.  We currently anticipate that the market for our common stock will remain limited, sporadic, and illiquid until such time as we generate significant revenues, if ever, and that the market for our common stock will be subject to wide fluctuations in response to several factors, including, but not limited to the risk factors set forth in this report as well as the depth and liquidity of the market for our common stock, investor perceptions of the Company, and general economic and similar conditions.   In addition, we believe that there are a small number of market makers that make a market in our common stock.  The actions of any of these market makers could substantially impact the volatility of the Companys common stock.



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OUR COMMON STOCK IS A PENNY STOCK. Our Common Stock is classified as a penny Stock, which is traded on the OTCBB.  As a result, an investor may find it more difficult to dispose of or obtain accurate quotations as to the price of the shares of the Common Stock.  In addition, the penny stock rules adopted by the Securities and Exchange Commission subject the sale of the shares of the Common Stock to certain regulations which impose sales practice requirements on broker-dealers.  For example, broker-dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Furthermore, if the person purchasing the securities is someone other than an accredited investor or an established customer of the broker-dealer, the broker-dealer must also approve the potential customers account by obtaining information concerning the customers financial situation, investment experience and investment objectives.  The broker-dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the Commissions rules may result in the limitation of the number of potential purchasers of the shares of the Common Stock.  In addition, the additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in the Common Stock, which could severely limit the market of the Companys Common Stock.



LIMITATIONS OF THE OTCBB CAN HINDER COMPLETION OF TRADES.  Trades and quotations on the OTCBB involve a manual process that may delay order processing. Price fluctuations during a delay can result in the failure of a limit order to execute or cause execution of a market order at a price significantly different from the price prevailing when an order was entered.  Consequently, one may be unable to trade in the Companys Common Stock at optimum prices.



THE OTCBB IS VULNERABLE TO MARKET FRAUD.   OTCBB securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTCBB reporting requirements are less stringent than those of the stock exchanges or NASDAQ.



INCREASED DEALER COMPENSATION COULD ADVERSELY AFFECT STOCK PRICE.  OTCBB dealers spreads (the difference between the bid and ask prices) may be large, causing higher purchase prices and less sale proceeds for investors.



Except as required by the Federal Securities Law, we do not undertake any obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Form 10-KSB or for any other reason.



Item 2.

Description of Property.



We currently maintain our offices at First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario, Canada M5X 1K7.



Item 3.

Legal Proceedings.



There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.



Item 4.

Submission of Matters to a Vote of Security Holders.



No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders.



9



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PART II



Item 5.

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



Market Information



Our common stock is presently listed on the OTC Bulletin Board under the symbol URHN.  Prior to our name change to Uranium Hunter Corporation which occurred on February 14, 2007, we were listed under the symbol BVLL since July 26, 2006.  Prior thereto, we were listed under the symbol BWVL.  Our common stock has been listed on the OTC Bulletin Board since January 2006.   Prior to February 14, 2007, there was no active trading in our common stock.  The following table sets forth the range of high and low bid prices per share of the common stock for each of the quarters identified below as reported by the OTC Bulletin Board. These quotations represent inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.



|Period                             | Bid Prices
|---------------------------------- | ----------
|                                   |           
|Year ended
    September 30, 2008: | High      
|                                   |           
|Oct. 1, 2007 to Dec.
    31, 2007  | $1.20     
|Jan. 1, 2008 to March
    31, 2008 | $0.95     
|April 1, 2008 to June
    30, 2008 | $0.40     
|July 1, 2008 to Sept.
    30, 2008 | $0.43     
|                                   |           
|Year ended
    September 30, 2007: | High      
|                                   |           
|Oct. 1, 2006 to Dec.
    31, 2006  | $1.05     
|Jan. 1, 2007 to March
    31, 2007 | $1.75     
|April 1, 2007 to June
    30, 2007 | $1.40     
|July 1, 2007 to Sept.
    30, 2007 | $1.41     



Holders



As of December 10, 2008, there were approximately 30 stockholders of record of the Companys Common Stock.   This does not reflect persons or entities that hold their stock in nominee or street name.

Dividends

The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors.  The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.

Recent Sales of Unregistered Securities

In January 2007, we received stock subscriptions for $75,000 for 75,000 shares of our common stock at $1.00 per share.  In April 2007, we received additional stock subscriptions of $600,000 for 600,000 shares of our common stock at $1.00 per share.  In April 2008, we received a stock subscription for $20,000 for 33,334 shares of our common stock at $0.60 per share.   In May 2008, we received a stock subscription for $25,000 for 83,334 shares of our common stock at $0.30 per share.  During the three months ended September 30, 2008, we received an additional stock subscription for $50,000 for 166,667 shares of our common stock at $0.30 per share.  No securities pursuant to the foregoing have been issued to date although the subscriptions were received in reliance upon the exemption provided by Regulation S promulgated under the Securities Act of 1933, as amended.



In September 2008, we granted Ghaith Qamheiah, our Chief Executive Officer, options to purchase 1,000,000 shares of common stock, and we granted to each of Rakesh Malhotra, our Chief Financial Officer, and Howard Barth and Akolisa Ufodike (both of whom are directors) options to acquire 250,000 shares each.  All of such options have an exercise price of $0.24 per share and shall vest as follows: (i) one-fourth of the shares shall vest on the grant date, (ii) one-fourth of the shares shall vest six months from the grant date, (iii) one-fourth of the shares shall vest 12 months from the grant date, and (iv) one-fourth of the shares shall vest 18 months from the grant date.  All of such options have a term of five years.  All of such securities were issued in reliance upon the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, for transactions by the issuer not involving any public offering.



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Equity Compensation Plan Information

Information regarding equity compensations plans, as of September 30, 2008, is set forth in the table below:



|Plan category                                              | Number of securities to be
    issued upon
    exercise of
    outstanding options,
    warrants and rights (a) | Weighted-average
    exercise price of
    outstanding options,
    warrants and rights (b) | Number of securities
    remaining available for
    future issuance under
    equity compensation plans
    (excluding securities reflected in
    column (a)) (c)
|---------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |                                                                                                                 |                                                                                             |                                                                                                                                                                    
|Equity compensation plans approved by security holders     | -0-                                                                                                             | -0-                                                                                         | -0-                                                                                                                                                                
|                                                           |                                                                                                                 |                                                                                             |                                                                                                                                                                    
|Equity compensation plans not approved by security holders | 1,750,000                                                                                                       | $0.24                                                                                       | 250,000                                                                                                                                                            
|                                                           |                                                                                                                 |                                                                                             |                                                                                                                                                                    
|Total                                                      | 1,750,000                                                                                                       | $0.24                                                                                       | 250,000                                                                                                                                                            



The foregoing equity compensation plan information relates to the stock options granted under the 2007 Non-Qualified Stock Option Plan which was adopted by the Board of Directors during the quarter ended June 30, 2007. The aggregate number of shares which may be issued by the Plan is 2,000,000. The purchase price per share of common stock deliverable upon the exercise of the option shall be determined by the Board of Directors. The exercise price of each non-qualified option granted under the Plan shall in no event be less than the fair market value of Companys common stock on the date the non-qualified option is granted.  All options granted to date were granted in September 2008.



Item 6.

Managements Discussion and Analysis or Plan of Operation.



The following discussion should be read in conjunction with the audited consolidated financial statements and the notes thereto appearing elsewhere in this report and is qualified in its entirety by the foregoing.



Overview



Uranium Hunter Corporation, a Nevada corporation (referred to herein as the Company, we, us and our) was incorporated on September 4, 2003 under the name Brownsville Company in order to operate a boat launch, parking lot, marina and convenience store.   We operated such business until November 16, 2006 on which date it was sold to Fraser River Metals Depot Inc.



Subsequent to the fiscal year ended September 30, 2006, and in October 2006, we were granted the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania.  The Gambaro Resources Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of uranium.



On February 14, 2007, pursuant to a Certificate of Amendment to our Articles of Incorporation filed with the State of Nevada, we changed the name of the corporation from Brownsville Company to Uranium Hunter Corporation.



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On June 26, 2007, we were granted the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the NPK Property).



On October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the Karoo Project which contains approximately 8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania.  See The Karoo Project below.



Our Mining Properties



The Gambaro Property



On October 13, 2006, we entered into an Option Agreement (the Trimark Agreement) with Trimark Explorations Ltd.  and its wholly-owned subsidiary, Gambaro Resources Limited (together referred to herein as Trimark), whereby Trimark granted us the sole exclusive right and option to acquire up to a 100% undivided right, title and interest in and to the Gambaro Resources Property located in Njombe and Songea districts in the Republic of Tanzania (the Gambaro Property).  The Gambaro Property consists of approximately 170 square kilometers in the southwestern part of Tanzania which is located on the East Coast of Africa.  The Gambaro Property, which is held under the terms of a Prospecting License issued by the government of Tanzania, is believed to cover sediments of the Karoo sequence which share common features with rocks of the Colorado Plateau in the western United States that have been prolific producers of Uranium.  Under the terms of the Trimark Agreement, Trimark has granted us the sole and exclusive option to acquire up to a 100% undivided interest in and to the Gambaro Property, by making the following cash payments totaling $100,000 over a three year period: (i) $25,000 within 45 days of signing the Trimark Agreement; (ii) an additional $35,000 within two years of signing of the Trimark Agreement;  and (iii) an additional $40,000 within three years of signing of the Trimark Agreement.



Pursuant to the Trimark Agreement, we must also complete the following cumulative exploration expenditures on the Property totaling $1,000,000 over a 36 month period: (i) $100,000 in cumulative exploration expenditure within the first 12 months after signing the Trimark Agreement; (ii) $500,000 in cumulative exploration expenditures within 24 months of signing of the Trimark Agreement; and (iii) $1,000,000 in cumulative exploration expenditures within 36 months of signing of the Trimark Agreement.  If 36 months after the date of the Trimark Agreement, we have not completed exploration expenses of $1,000,000, we may still earn our 100% interest in the Gambaro Property if we issue in favor of Trimark payments totaling up to 1,000,000 of our shares of common stock or cash of up to $1,000,000 at our sole option less the cumulative exploration expenditures already paid and/or met on the Gambaro Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period, provided, however, that the shares  shall not be valued at less then $1.00 per share.  In the event such shares are valued at less then $1.00, we may still execute this buyout using cash.



The Trimark Agreement further provides that we will act as operator during the earn-in phase of the Trimark Agreement and will be entitled to charge a management fee of 15% on all property exploration expenditures and related head office overhead paid solely out of cumulative exploration expenditures provided by us and from revenues from the operation of the Gambaro Property pursuant to the terms of the Trimark Agreement.  Once we have earned our 100% interest in the Gambaro Property, Trimark shall be entitled to a 2% net smelter royalty which shall be reduced to 1% at our sole option upon payment to Trimark of $1,000,000.  The Trimark Agreement provides that a management committee consisting of two representatives of each company shall be formed pursuant to which we shall be responsible for the proposal of exploration programs to the management committee and for funding in full any and all exploration programs approved by the management committee in advance of the commencement of exploration.



We may terminate the Trimark Agreement at any time by giving written notice to Trimark of the termination of the Trimark Agreement and such termination shall be effective on the 15th day after such notice is sent to Trimark.  In addition, if we fail to make any payment under the Trimark Agreement or fails to do anything on or before the last day provided for such payment or performance under the Trimark Agreement (in each or either case referred to as a default), Trimark  may terminate the Trimark Agreement but only if: (i) Trimark has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should we fail to comply with the foregoing, Trimark may thereafter terminate the Trimark Agreement by notice to us.  Upon such termination, we forfeit any and all interest in the Gambaro Property and shall cease to be liable to Trimark.



12



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We are currently in default of certain payment obligations pursuant to the Trimark Agreement and we are now considering abandoning this project.



The NPK Property



On June 26, 2007, we entered into an Option Agreement (the NPK Agreement) with NPK Resources Ltd. (NPK), whereby NPK granted us the sole and exclusive right and option to acquire up to a 75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium Properties which contain approximately 820 square kilometers located in Kiballe District, Uganda (the NPK Property).



Under the terms of the NPK Agreement, NPK has granted us the sole and exclusive option to acquire up to a 75% undivided interest in and to the NPK Property by making a cash payment  to NPK of  $25,000 US within five days of signing the NPK Agreement.  We paid $15,000 during the quarter ended June 30, 2007 and paid the balance of $10,000 in July 2007.  We shall also be responsible for making all necessary property payments and taxes to keep the NPK Property in good standing.  We shall maintain its 75% interest in the NPK Property after we pay the $25,000 as described above by completing the following cumulative exploration expenditures on the NPK Property totaling $150,000 US over a 36 month period: (i) $50,000 in cumulative exploration expenditure within the first 12 months after signing the NPK Agreement; (ii) $100,00 in cumulative exploration expenditures within 24 months of signing of the NPK Agreement; and (iii) $150,000 in cumulative exploration expenditures within 36 months of signing of the NPK Agreement.  If 36 months after the date of the NPK Agreement, we have not completed exploration expenses of $150,000, we may still maintain its 75% interest in the NPK Property if we issue in favor of NPK payments totaling up to $150,000 in shares of common stock of the Company or cash of up to $150,000 US at our sole option less the cumulative exploration expenditures already paid and/or met on the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the 36 month period as described herein provided, however, that the shares shall not be valued at less then $1.00 per share.



Once we have vested and maintained our 75% interest in the project (i.e. by spending $150,000 on the project within three years), the parties shall enter into a joint venture agreement and shall share proportionally in all exploration costs and payments subject to standard dilution terms.



In addition, once we have earned its 75% interest in the NPK Property, for a one year period from date of earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property into common stock of the Company at the fair market value for NPKs 25% ownership of the NPK Property.  The fair market value of the NPK Property shall be determined by the parties and if they cannot agree, shall be determined by three experts.  Should NPK convert its 25% ownership into shares of common stock of the Company, then we shall own 100% of the NPK Property.  The value of the shares shall be determined as the average share price of the shares over the 30 business days of trading prior to the election period, provided, however, that the shares shall not be valued at less than $1.00 per share.



We may terminate the NPK Agreement at any time by giving written notice to NPK of the termination of the NPK Agreement.  If we fail to make any payment (optional, discretionary or otherwise) or fail to do anything on or before the last day provided for such payment or performance under the NPK Agreement, NPK may terminate the NPK Agreement but only if: (i) NPK has first given us written notice of the default containing particulars of the payment which we have not made or the act which we have not performed; and (ii) we have not, within 30 days following delivery of such notice, cured such default by appropriate payment or performance.  Should we fail to comply with the foregoing, NPK may thereafter terminate the NPK Agreement by notice to the Company.  Upon the termination of the NPK Agreement, we shall forfeit any and all interest in the NPK Property and shall cease to be liable to NPK.



The Karoo Project



Subsequent to the fiscal year ended September 30, 2007, and on October 11, 2007, we entered into a letter of intent with Pinewood Resources Ltd. to earn a 75% interest in the Karoo Project which contains approximately 8,600 square kilometers of Karoo-based uranium exploration lands located in the Southern regions of Tanzania (the Karoo Property).  In fiscal 2008, Management decided not to pursue any further interest in this property.



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Results of Operations



We are now an exploration stage mining company and have not realized any revenues from such operations.  We were incorporated in September 2003 in order to operate a boat launch, parking lot, marina and convenience store.  We operated such business until November 16, 2006 on which date it was sold to Fraser River Metals Depot Inc.  Prior year figures have been reclassified in the balance sheet, income statement and the statement cash flows to reflect the operations of the boat launch and convenience store business as discontinued operations.



Our financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.  There are certain conditions prevailing which cast substantial doubt as to the validity of using the going concern assumption.



Total operating expenses were $436,446 for the year ended September 30, 2008 compared to $494,316 for the year ended September 30, 2007.  Such decrease in the current year compared to the prior year was primarily due a decrease in project expenses, partially offset by an increase in general and administrative expenses.  Cumulatively since inception of exploration, we had total operating expenses of $930,762.  General and administrative expenses were $363,438 and project expenses were $71,867 for the year ended September 30, 2008 compared to general and administrative expenses were $306,461 and project expenses were $187,579 for the year ended September 30, 2007.  Cumulatively since inception of exploration, general and administrative expenses were $669,899 and project expenses were $259,446.



For the year ended September 30, 2008, we had a net loss of $436,446 compared to a net loss of $488,307 for the year ended September 30, 2007.  Cumulatively since inception of exploration, we had a net loss of $930,762.  Such net losses are due to the operating expenses incurred resulting from our change of direction to an exploration mining company with no offsetting revenues.



Liquidity and Capital Resources



On September 30, 2008, we had working capital deficit of $102,992 and a stockholders deficiency of $96,907, compared to working capital of $155,513 and stockholders equity of $159,379 on September 30, 2007.   On September 30, 2008, we had $1,516 in cash and cash equivalents, total assets of $7,601 and total liabilities of $104,508, compared to $229,524 in cash and cash equivalents, total assets of $247,159 and total liabilities of $87,780 on September 30, 2007.



Cash used for operating activities for the year ended September 30, 2008 was $319,648 primarily due to a net loss from continuing operations of $436,446, offset by adjustment for stock based compensation of $85,160 and changes in prepaid expenses of $13,769 and accounts payable and accrued liabilities of $16,728.  Cash used for operating activities for the year ended September 30, 2007 was $425,054 primarily due to a net loss from continuing operations of $494,316, offset by changes in accounts payable and accrued liabilities of $87,780.  Net cash used in investing activities was $3,360 for the year ended September 30, 2008 due to the acquisition of plant and equipment compared to net cash used in investing activities of $4,142 for the year ended September 30, 2007 due to the acquisition of plant and equipment.  Cash provided by financing activities was $95,000 for the year ended September 30, 2008, compared to $657,000 for the year ended September 30, 2007.   Such change was primarily due to a decrease in stock subscriptions during fiscal 2008 compared to the prior year.



As mentioned above, we are in the exploration stage and has not yet realized revenues from our planned operations.  We have incurred a loss of $436,446 for the year ended September 30, 2008 which includes non-cash stock based compensation expense for $85,160.  At September 30, 2008, we had an accumulated deficit of $984,567.  We have funded operations through the issuance of capital stock.  In January 2007, we received stock subscriptions for issue of our common stock for gross proceeds of $75,000.  In April 2007, we received stock subscription of $ 600,000.  In April 2008, we received stock subscription for $20,000, and in May 2008, we received stock subscription for $25,000.  During the three months ended September 30, 2008, we received an additional stock subscription for $50,000.  Subsequent to the year, in October, 2008, we received an additional stock subscription for $25,000.  Management's plan is to continue raising additional funds through future equity or debt financing until it achieves profitable operations from its mineral extraction activities.  We can make no assurance, however, we will be able to raise additional funds on terms acceptable to the Company or that our mining activities will be commercially successful.



14



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Off-Balance Sheet Arrangements



The Company has no off-balance sheet arrangements as defined in Item 303(c) of Regulation S-B.



Significant Accounting Policies



Our discussion and analysis of the Companys financial condition and results of operations are based upon our financial statements which have been prepared in conformity with U.S. generally accepted accounting principles.  Our significant accounting policies are described in Note 3 to the financial statements included elsewhere herein.  The application of our critical accounting policies is particularly important to the portrayal of our financial position and results of operations.  These critical accounting policies require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.  We believe the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of the consolidated financial statements.



Mineral rights We are an exploration stage mining company and have not yet realized any revenue from our operations.  We are primarily engaged in the acquisition and exploration of mining properties.  Mineral property exploration costs are expensed as incurred.  Mineral property payments are capitalized only if we are able to allocate any economic value beyond proven and probable reserves.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property will be capitalized.  For the purpose of preparing financial information, we are unable to allocate any economic value beyond proven and probable reserves and hence all property payments are considered to be impaired and accordingly written off to project expense.  All costs associated with a property that has the potential to add to our proven and probable reserves are expensed until a final feasibility study demonstrating the existence of proven and probable reserves is completed.  No costs have been capitalized in the periods covered by the financial statements included with this report.  Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

Mineral property acquisition costs will also be capitalized in accordance with the FASB Emerging Issues Task Force (EITF) Issue 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and that adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures.  Mineral property payments are expensed as incurred if the criteria for capitalization is not met.

To date, mineral property exploration costs have been expensed as incurred. As of the date of the financial statements included with this report, we have incurred only property payments and exploration costs which have been expensed.  To date, we have not established any proven or probable reserves on our mineral properties.

Revenue recognition - Revenue is recognized when the metals are extracted, processed and sold.  We will record revenues from the sale of uranium or other metals when delivery to the customer has occurred, collectability is reasonably assured and title has transferred.

Plant, Property and Equipment  Our fixed assets are stated at cost less accumulated depreciation.



Stock-Based Compensation -All awards granted to employees and non-employees after June 30, 2005 are valued at fair value in accordance with the provisions of SFAS 123 (R) by using the Black-Scholes option pricing model and recognized on a straight line basis over the service periods of each award.  We account for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force (EITF) in Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring or in Conjunction with Selling Goods or Services.   Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable.  The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined by EITF No. 96-18.  As of September 30, 2008, there was $219,981of unrecognized expense related to non-vested stock-based compensation arrangements granted.  The total stock-based compensation expense relating to all employees and non employees for the years ended September 30, 2008 and 2007 was $85,160 and $nil respectively.



15



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Recent Accounting Pronouncements



In December 2007, the FASB issued SFAS No. 141(R), Business Combinations. This Statement replaces SFAS No. 141, Business Combinations.  This Statement retains the fundamental requirements in Statement 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. This Statement also establishes principles and requirements for how the acquirer: a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) will apply prospectively to business combinations for which the acquisition date is on or after Companys fiscal year beginning May 1, 2009. The Company is currently assessing the impact of FAS 141(R).



In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements. This Statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for the Companys fiscal year beginning May 1, 2009. The Company is currently assessing the impact of FAS 160.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement No. 133 (FAS 161). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. The guidance in FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is currently assessing the impact of FAS 161.



In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission's approval of the Public Company Accounting Oversight Board auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.  The Company does not expect SFAS 162 to have a material effect on its consolidated financial statements.



In May 2008, the FASB issued Statement of Financial Accounting Standards No. 163 (SFAS 163), Accounting for Financial Guarantee Insurance Contracts  an interpretation of FASB Statement No. 60.  SFAS 163 prescribes accounting for insures of financial obligations, bringing consistency to recognizing and recording premiums and to loss recognition. SFAS 163 also requires expanded disclosures about financial guarantee insurance contracts. Except for some disclosures, SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of SFAS 163 will not have an impact on the results of operations or financial position of the Company.



Item 7.

Financial Statements.



See the Financial Statements annexed to this report.



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Item 8.

Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.



Reference is made to (i) the Companys Current Report on Form 8-K filed on November 27, 2008, and in particular Item 4.01(a) thereof, the full contents of which are incorporated by reference herein, for information on the resignation, as of November 19, 2007, of Gordon K.W. Gee Ltd., as the principal independent accountant of the Company, and (ii) the Companys Current Report on Form 8-K filed on December 11, 2008, and in particular Item 4.01(b) thereof, the full contents of which are incorporated by reference herein, for information on the retention of Schwartz Levitsky Feldman LLP, as the principal independent accountants to audit the financial statements of the Company.



Item 8A(T).

Controls and Procedures.



Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2008, these disclosure controls and procedures were effective to ensure that all information required to  be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commissions rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



There have been no changes in internal control over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect the Companys internal control over financial reporting.



Managements Annual Report on Internal Control over Financial Reporting



Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and
presentation. Because of the inherent limitations of internal control, there is
a risk that material misstatements may not be prevented or detected on a timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore, it
is possible to design into the process safeguards to reduce this risk.

Our evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.



Based on our evaluation under the frameworks described above, our management has concluded that our internal control over financial reporting was effective as of September 30, 2008.



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



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Item 8B.

Other Information.



Not applicable.



PART III



Item 9.

Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;

Compliance with Section 16(a) of the Exchange Act.



Set forth below are our present directors and executive officers.  Note that
there are no other persons who have been nominated or chosen to become directors
nor are there any other persons who have been chosen to become executive
officers.  There are no arrangements or understandings between any of the
directors, officers and other persons pursuant to which such person was selected
as a director or an officer.  Directors are elected to serve until the next
annual meeting of stockholders and until their successors have been elected and
have qualified.  Officers serve at the discretion of the Board of Directors.



|                |     | Present Position            | Has
    Served as
|--------------- | --- | --------------------------- | -----------------
|Name            | Age | and
    Offices             | Director Since   
|                |     |                             |                  
|Ghaith Qamheiah | 30  | President, Chief Executive  | March
    2007   
|                |     | Officer,
    Secretary,     |                  
|                |     | Treasurer and Director      |                  
|                |     |                             |                  
|Rakesh Malhotra | 52  | Chief
    Financial Officer | March
    2007   
|                |     |                             |                  
|Howard Barth    | 56  | Director                    | March
    2007   
|                |     |                             |                  
|Akolisa Ufodike | 34  | Director                    | May 2008         



There are no other directors and executive officers of the Company.  From April 2006 to May 2008, Adam R. Cegielski was the Companys President, Chief Executive Officer, Secretary, Treasurer and a director.  He resigned from such positions on May 23, 2008.



Set forth below are brief accounts of the business experience during the past five years of each director and executive officer of the Company and each significant employee of the Company.



GHAITH QAMHEIAH has been the Companys President, Chief Executive Officer, Secretary and Treasurer since May 2008, and a director since March 2007.  He is a Professional Engineer registered in the Province of Ontario.  Mr. Qamheiah earned his Bachelor of Engineering (B.Eng.) degree in Chemical Engineering from McMaster University in Hamilton, Ontario. Mr. Qamheiah has gained several years of practical experience in Canada and abroad in the field of engineering consulting, working specifically with Ontario Power Generation, Bruce Power, Atomic Energy of Canada, and Canadian Nuclear Safety Commission. Over the years, Mr. Qamheiah
has in addition, contributed his expertise along side committee members charged
with the drafting of new regulations governing the safety design, construction,
refurbishment, commissioning and decommissioning of nuclear power generating
stations in Canada.



RAKESH MALHOTRA has been the Companys Chief Financial Officer since March 2007.  Mr. Malhotra is a United States certified public accountant and a Canadian Chartered Accountant with considerable finance and accounting experience.  Mr. Malhotra graduated with a Bachelor of Commerce (Honours) from the University of Delhi (India) and worked for a large accounting firm, A.F. Ferguson & Co. (Indian correspondent for KPMG) and obtained his CA designation in India.  Having practiced as an accountant for over 10 years in New Delhi, he moved to the Middle East and worked for 5 years with the highly successful International Bahwan Group of Companies in a senior finance position.  He worked as a Chartered Accountant with a mid-sized Chartered Accounting firm in Toronto doing audits of pubic companies and now works as a consultant to various public companies.  Mr. Malhotra has more than 20 years of experience in accounting and finance.



HOWARD BARTH has been a director of the Company since March 2007.  He graduated with a B.A. in Geography at York University in Toronto, Ontario.  He continued his studies at York University through the Schulich School of Business and graduated with a Masters degree in Business Administration in 1976.  Upon graduation, Mr. Barth worked for William Eisenburg & Company (now PriceWaterhouseCoopers), a large Toronto accounting firm and attained his C.A. designation.  After spending the next few years working with different firms in the Greater Toronto area, Mr. Barth started his own accounting practice in 1984 and subsequently expanded his firm by adding two partners.  In his 25 years of public practice, Mr. Barth has had direct involvement in a number of industries and is familiar with all aspects of accounting for small to medium sized business.  His diverse clientele includes businesses in the construction, retail, manufacturing and restaurant sectors.  Since 1979, Mr. Barth has been a member of the Canadian Institute of Chartered Accountants and the Ontario Institute of Chartered Accountants.  He is currently a director of Yukon Gold Corporation, Inc.



18



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AKOLISA UFODIKE has been a director of the Company since May 2008.  Mr. Ufodike has been Vice President of Finance at Jaguar Wireless in Toronto, Ontario since January 2008. Prior thereto and from July 2006 to January 2008, he was Finance Manager at Molson Canada in Toronto, and from November 2002 to July 2006, he was Finance Manager at Bell Canada.  Mr. Ufodike, who was born and raised in Nigeria, has resided in Canada since 2000.



To the knowledge of the Company, none of the officers or directors has been personally involved in any bankruptcy or insolvency proceedings. To the knowledge of the Company, none of the directors or officers have been convicted in any criminal proceedings (excluding traffic violations and other minor offenses) or are the subject of a criminal proceeding which is presently pending, nor have such persons been the subject of any order, judgment, or decree of any court of competent jurisdiction, permanently or temporarily enjoining them from acting as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director or insurance company, or from engaging in or continuing in any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security, nor were any of such persons the subject of a federal or state authority barring or suspending, for more than 60 days, the right of such person to be engaged in any such activity, which order has not been reversed or suspended.



Audit Committee Financial Expert



We do not have an audit committee financial expert, as such term is defined in Item 401(e) of Regulation S-B, serving on our audit committee because we have no audit committee and are not required to have an audit committee because we are not a listed security.



Compliance with Section 16(a) of the Exchange Act



Section 16(a) of the Securities Exchange Act of 1934 requires the Companys directors and executive officers, and persons who own more than ten percent of the Companys Common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of Common stock of the Company.  Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.



Based solely on the Companys review of such forms received by it, or written representations from certain of such persons, the Company believes that, with respect to the year ended September 30, 2008, all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, except that each of Ghaith Qamheiah, Howard Barth and Akolisa Ufodike filed two reports late relating to a total of two transactions,  Rakesh Malhotra
filed one report late relating to one transaction, and Adam Cegielski filed two
reports late relating to four transactions.



Code of Ethics



The Board of Directors has adopted a Code of Ethics applicable to its senior financial officers, employees and principal executive officers, which is designed to serve as the basis for managing the Companys business, for meeting the Companys duties to its stockholders, and for maintaining compliance with financial reporting requirements. A copy of the Code of Ethics has been filed with will be provided to any person without charge upon written request to the Company at its executive offices, First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario, Canada M5X 1K7.



Item 10.

Executive Compensation.



The following summary compensation tables set forth information concerning the annual and long-term compensation for services in all capacities to the Company for the years ended September 30, 2008 and September 30, 2007, of those persons who were, at September 30, 2008 (i) the chief executive officer and (ii) the other most highly compensated executive officers of the Company, whose annual base salary and bonus compensation was in excess of $100,000 (the named executive officers):



19



---



Summary Compensation Table



|Name and 
  Principal 
  Position                                       | Year | Salary
($) | Bonus
($) | Stock 
  Awards
($) | Option 
  Awards
($)(3) | Non-Equity 
  Incentive Plan Compensation
($) | Nonqualified
Deferred 
Compensation
Earnings ($) | All Other Compensation
($) |     | Total  
|----------------------------------------------------------------------- | ---- | ---------- | --------- | ------------------- | ----------------------- | --------------------------------------------- | ------------------------------------------------ | -------------------------- | --- | -------
|                                                                        |      |            |           |                     |                         |                                               |                                                  |                            |     |        
|Ghaith Qamheiah(1), President, Chief Executive Officer, Sec. and Treas. | 2008 | $0         | $0        | $0                  | $48,663                 | $0                                            | $0                                               | $32,080                    | (4) | $80,743
|                                                                        |      |            |           |                     |                         |                                               |                                                  |                            |     |        
|Adam R. Cegielski(2), former                                            | 2008 | $0         | $0        | $0                  | $0                      | $0                                            | $0                                               | $93,045                    | (5) | $93,045
|President, Chief Executive                                              | 2007 | $0         | $0        | $0                  | $0                      | $0                                            | $0                                               | $62,179                    | (5) | $62,179
|Officer, Sec. and Treas.                                                |      |            |           |                     |                         |                                               |                                                  |                            |     | $0     
|                                                                        |      |            |           |                     |                         |                                               |                                                  |                            |     |        
|Rakesh Malhotra, Chief                                                  | 2008 | $0         | $0        | $0                  | $12,166                 | $0                                            | $0                                               | $15,047                    | (6) | $27,213
|Financial Officer                                                       | 2007 | $0         | $0        | $0                  | $0                      | $0                                            | $0                                               | $11,585                    | (6) | $11,585



(1)

Mr. Qamheiah has served in these positions since May 23, 2008.



(2)

Mr. Cegielski served in these positions from April 21, 2006 to May 23, 2008.



(3)

Represents the dollar amount recognized for financial reporting purposes of stock options awarded in fiscal 2008 computed in accordance with SFAS 123(R).



(4)

The Company expensed $32,080 as a management fee to Mr. Qamheiah during the year ended September 30, 2008.



(5)

The Company expensed $93,045 and $62,179 as a management fee to Mr. Cegielski during the years ended September 30, 2008 and 2007, respectively. Further, the Company expensed an additional consulting fee to Mr. Cegielski for $23,956 following his resignation as an officer and director during the year ended September 30, 2008 which amount is not included in the above table. (prior year Nil)



(6)

The Company expensed $15,047 and $11,585 as a management fee to Mr. Malhotra during the years ended September 30, 2008 and 2007, respectively.



Equity Awards



The following table provides certain information concerning equity awards held by the named executive officers as of September 30, 2008.



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END



|                | OPTION AWARDS                                                    | STOCK AWARDS                                                         
|--------------- | ---------------------------------------------------------------- | ---------------------------------------------------------------------
|Name            | No. of
Securities
Underlying
Unexercised
Options (#)
Exercisable | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|Ghaith Qamheiah | 250,000                                                          | 750,000                                                              
|Rakesh Malhotra | 62,500                                                           | 187,500                                                              



20



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Benefit Plans



The Board of Directors adopted the 2007 Non-Qualified Stock Option Plan during the quarter ended June 30, 2007.  The aggregate number of shares which may be issued by the Plan is 2,000,000.  The purchase price per share of common stock deliverable upon the exercise of the option shall be determined by the Board of Directors. The exercise price of each non-qualified option granted under the plan shall in no event be less than the fair market value of Companys common stock on the date the non-qualified option is granted.



Compensation of Directors



During fiscal 2008, 2006, the Company did not compensate any of its directors in cash.  All directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties to the Company.  In addition, directors are eligible to receive pursuant to our Stock Option Plan described above.  Directors were issued stock options in September 2008 as described under Recent Sales of Unregistered Securities in Item 5.  Market for Common Equity and Related Stockholder Matters.

The following table provides certain summary information concerning the compensation paid to directors, other than Ghaith Qamheiah (our Chief Executive Officer), during fiscal 2008.  All compensation paid to Mr. Qamheiah is set forth in the table under Executive Compensation.



Director Compensation



|Name            | Fees
Earned or
Paid in
Cash ($) | Stock
Awards (S) | Option
Awards ($) (1) | All Other
Compensation
($) | Total ($)
|--------------- | ------------------------------- | ---------------- | --------------------- | -------------------------- | ---------
|Howard Barth    | $       0                       | -0-              | $12,166               | -0-                        | $12,166  
|Akolisa Ufodike | $       0                       | -0-              | $12,166               | -0-                        | $12,166  



(1)

Represents the dollar amount recognized for financial reporting purposes of stock options awarded in fiscal 2008 computed in accordance with Financial Accounting Standards 123R.



Agreements with Executive Officers



Effective as of May 23, 2008 the Company entered into a consulting agreement with Ghaith Qamheiah, pursuant to which Mr. Qamheiah was retained as the Company's President, Chief Executive Officer, Secretary and Treasurer.  The consulting agreement has a three-year term and can be terminated by either party by giving a 30 days written notice.  Pursuant to the agreement, Mr. Qamheiah will receive a monthly consulting fee of $7,517 (CDN$8,000).



Item 11.

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



The following table sets forth, as of September 30, 2008, certain information with regard to the record and beneficial ownership of the Companys Common stock by (i) each stockholder owning of record or beneficially 5% or more of the Companys Common stock, (ii) each director of the Company, (iii) the Companys Chief Executive Officer and other executive officers, if any, of the Company whose annual base salary and bonus compensation was in excess of $100,000 (the named executive officers), and (iv) all executive officers and directors of the Company as a group:



|                                 | Amount and Nature       | Percent 
|-------------------------------- | ----------------------- | --------
|Name of Beneficial Owner(1)      | of Beneficial Ownership | of Class
|                                 |                         |         
|Adam R. Cegielski(2)             | 29,925,000              | 46.6%   
|Ghaith Qamheiah                  | 250,000(3)              | *       
|Howard Barth                     | 62,500(4)               | *       
|Akolisa Ufodike                  | 62,500(4)               | *       
|Rakesh Malhotra                  | 62,500(4)               | *       
|                                 |                         |         
|All Executive Officers and       |                         |         
|Directors as a Group (4 persons) | 437,500                 | *       

_______________

**

Less than 1%.



21



---



(1)

Except as otherwise indicated, the address of each beneficial owner is First Canadian Place, 100 King Street West, Suite 5700, Toronto, Ontario, Canada M5X 1K7.



(2)

Mr. Cegielski is the former President, Chief Executive Officer, Secretary and Treasurer of the Company.    His address is 2328 Devon Road, Oakville, Ontario, L6J 5R4.



(3)

Consists of 250,000 shares issuable upon the exercise of options that either vested or will vest within the next 60 days.  Does not include 750,000 shares underlying options that are not exercisable within the next 60 days.



(4)

Consists of 62,500 shares issuable upon the exercise of options that either vested or will vest within the next 60 days.  Does not include 187,500 shares underlying options that are not exercisable within the next 60 days.



Item 12.

Certain Relationships and Related Transactions, and Director Independence.



During the year ended September 30, 2008, we expensed $93,045 as a management fee to our former Chief Executive Officer, $32,080 as a management fee to our current Chief Executive Officer  and expensed $15,047 as a fee to our Chief Financial Officer.

In September 2008, we granted our Chief Executive Officer options to purchase 1,000,000 shares of common stock, and we granted to our Chief Financial Officer, and two other directors options to acquire 250,000 shares each.  All of such options have an exercise price of $0.24 per share and shall vest as follows: (i) one-fourth of the shares shall vest on the grant date, (ii) one-fourth of the shares shall vest six months from the grant date, (iii) one-fourth of the shares shall vest 12 months from the grant date, and (iv) one-fourth of the shares shall vest 18 months from the grant date.  All of such options have a term of five years.

Other than the foregoing, since October 1, 2007, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party: (i) in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years; and (ii) in which any director, executive officer, shareholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Director Independence

Our board of directors currently consists of three.  They are Ghaith Qamheiah, Howard Barth and Akolisa Ufodike.  Mr. Qamheiah is the Companys President, Chief Executive Officer, Secretary and Treasurer.  Messrs. Barth and Ufodike are independent directors.  We have determined their independence using the definition of independence set forth in NASD Rule 4200.



Item 13.

Exhibits.



|            |                                                                                                                           | Incorporated by 
|----------- | ------------------------------------------------------------------------------------------------------------------------- | ----------------
|Exhibit No. | Name of Exhibit                                                                                                           | Reference to    
|            |                                                                                                                           |                 
|3.1         | Articles of
    incorporation                                                                                             | Exhibit 3.1 (1) 
|3.2         | Amended and Restated Bylaws                                                                                               | Exhibit 3.1 (2) 
|3.3         | Certificate of
    Change filed with the Secretary of State of Nevada on July 13, 2006 and
    effective on July 26, 2006 | Exhibit 99.1 (3)
|3.4         | Certificate of Change filed with
    the Secretary of State of Nevada effective on February 14, 2007                      | Exhibit 99.1 (4)
|3.5         | Certificate of
    Amendment filed with the Secretary of State of Nevada effective on February
    14, 2007               | Exhibit 99.2 (4)
|10.1        | Asset Purchase Agreement dated
    March 31, 2004                                                                         | Exhibit 10.1 (1)



22



---



|10.2 | Lease Agreement dated March 31, 2004                                                                                                                         | Exhibit 10.2 (1)
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------
|10.3 | Stock
    Purchase Agreement dated as of April 21, 2006 by and among Xuxin Shao, Shao
    Hui Chen, Brownsville Company and Adam Cegielski                   | Exhibit 10.1 (5)
|10.4 | Option Agreement between Trimark
    Explorations Ltd. and Gambaro Resources Limited, and Brownsville Company                                                | Exhibit 10.1 (6)
|10.5 | Asset
    Purchase Agreement by and between Brownsville Company and Fraser River
    Metals Depot Inc. dated November 16, 2006                               | Exhibit 10.1 (7)
|10.8 | Option Agreement between NPK Resources
    Ltd. and Uranium Hunter Corporation                                                                               | Exhibit 10.1 (8)
|31.1 | Certification of Chief
    Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    (Rules 13a-14 and 15d-14 of the Exchange Act)     | *               
|31.2 | Certification of
    Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act) | *               
|32.1 | Certification pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)                                                                 | *               



*

Filed herewith.



(1)

Filed as an exhibit to the Companys Registration Statement on Form SB-2, filed on February 11, 2005, and incorporated by reference herein.



(2)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on January 3, 2007, and incorporated by reference herein.



(3)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on July 26, 2006, and incorporated by reference herein.



(4)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on February 15, 2007, and incorporated by reference herein.



(5)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on April 27, 2006, and incorporated by reference herein.



(6)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on October 16, 2006, and incorporated by reference herein.



(7)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on November 17, 2006, and incorporated by reference herein.



(8)

Filed as an exhibit to the Companys Current Report on Form 8-K filed on July 2, 2007, and incorporated by reference herein.



23



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Item 14.

Principal Accountant Fees and Services.



The following is a summary of the fees billed to us by the principal accountants to the Company for professional services rendered for the fiscal years ended September 30, 2008 and September 30, 2007:



|Fee Category       | 2008
    Fees | 2007
    Fees
|------------------ | ------------- | -------------
|                   |               |              
|Audit Fees         | $17,000       | $22,250*     
|Audit Related Fees | $0            | $0           
|Tax Fees           | $0            | $0           
|All Other Fees     | $0            | $0           
|                   |               |              
|Total Fees         | $17,000       | $22,250      



* Includes fees paid to the previous auditor and accrued for the current auditor



Audit Fees.  Consists of fees billed for professional  services rendered for the audit  of  our   financial   statements  and  review  of  interim consolidated  financial  statements  included in quarterly  reports and services that  are  normally  provided  by the principal accountants in  connection  with  statutory  and regulatory filings or engagements.



Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under Audit Fees.



Tax Fees.  Consists of fees billed for professional services for tax compliance, tax advice and tax planning.  These services include preparation of federal and state income tax returns.



All Other  Fees.  Consists of fees for product and services other than the services reported above.



Pre-Approval Policies and Procedures



Prior to engaging its accountants to perform a particular service, the Companys Board of Directors obtains an estimate for the service to be performed. All of the services described above were approved by the Board of Directors in accordance with its procedures.



24



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



URANIUM HUNTER CORPORATION(Registrant)By:
      /s/ Ghaith QamheiahGhaith Qamheiah,President and Chief Executive OfficerDated:
      December 29, 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:



|Signature               | Title                             | Date                                 
|----------------------- | --------------------------------- | -------------------------------------
|                        |                                   |                                      
|                        |                                   |                                      
|/s/
    Ghaith Qamheiah |                                   | President and Chief Executive Officer
|Ghaith Qamheiah         | (Principal Executive Officer)     |                                      
|                        |                                   |                                      
|                        |                                   |                                      
|                        |                                   |                                      
|/s/Rakesh
    Malhotra  |                                   | Chief Financial
    Officer          
|Rakesh Malhotra         | (Principal Financial
    Officer) |                                      
|                        |                                   |                                      
|                        |                                   |                                      
|                        |                                   |                                      
|/s/
    Howard Barth    |                                   | Director                             
|Howard Barth            |                                   |                                      
|                        |                                   |                                      
|                        |                                   |                                      
|                        |                                   |                                      
|/s/
    Akolisa Ufodike |                                   | Director                             
|Akolisa Ufodike         |                                   |                                      

25

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URANIUM HUNTER CORPORATION 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007

(Amounts expressed in US Dollars)

CONTENTS

|                                                                                                                                                                                                                        |               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------
|Report of Independent Registered Public
    Accounting Firm                                                                                                                                                             | F-2           
|                                                                                                                                                                                                                        |               
|Consolidated Balance Sheets as of September
    30, 2008 and September 30, 2007                                                                                                                                         | F-3           
|                                                                                                                                                                                                                        |               
|Consolidated Statements of Operations and
    Comprehensive loss for years ended September 30, 2008 and September 30, 2007
    and the period from inception of exploration (January 1, 2007) to September
    30, 2008 | F-4           
|                                                                                                                                                                                                                        |               
|Consolidated Statements of Changes in
    Stockholders' Equity for the years ended September 30, 2008 and September
    30, 2007.                                                                                       | F-5           
|                                                                                                                                                                                                                        |               
|Consolidated Statements of Cash Flows for the
    years ended September 30, 2008 and September 30, 2007 and from inception of
    exploration (January 1, 2007) to September 30, 2008.                                  | F-6           
|                                                                                                                                                                                                                        |               
|Notes to Consolidated Financial Statements                                                                                                                                                                              | F-7 -
    F-20

-  F-1 -

---

Schwartz Levitsky Feldman llp

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of 
Uranium Hunter Corporation 
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets
of Uranium Hunter Corporation (formerly Brownsville Company), (an Exploration
Stage Company) as at September 30, 2008 and 2007 and the related consolidated
statements of operations and comprehensive loss, cash flows and stockholders
equity (deficiency) for the years ended September 30, 2008 and 2007 and for the
period from inception of exploration (January 1, 2007) to September 30, 2008.
These consolidated financial statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with the standards of
the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. 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 consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Uranium Hunter Corporation (formerly Brownsville Company) as at
September 30, 2008 and 2007 and the results of its operations and its cash flows
for the years ended September 30, 2008 and 2007 and for the period from
inception of exploration (January 1, 2007) to September 30, 2008 in conformity
with United States generally accepted accounting principles.

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 controls over financial reporting. Accordingly, we express no
such opinion.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company is an
exploration stage mining company and has no established source of revenues.
These conditions raise substantial doubt about its ability to continue as a
going concern. Managements plan regarding these matters are also described
in the notes to the consolidated financial statements. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

|                             | /s/ Schwartz Levitsky Feldman LLP
|---------------------------- | ---------------------------------
|Toronto,
    Ontario, Canada | Chartered Accountants            
|December 4,
    2008         | Licensed Public Accountants      



| | 1167 Caledonia
    Road 
    Toronto, Ontario M6A 2X1 
    Tel: 416 785 5353 
    Fax: 416 785 5663
| | ---------------------------------------------------------------------------------------------------

-  F-2 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) Consolidated Balance Sheets 
As at September 30, 2008 and September 30, 2007 
(Amounts expressed in US Dollars)

|                                                            | Sept 30,  | Sept 30, 
|----------------------------------------------------------- | --------- | ---------
|                                                            | 2008      | 2007     
|                                                            | $         | $        
|                                                            |           |          
|                                                            |           |          
|ASSETS                                                     
|Current                                                     |           |          
|Cash and cash equivalents                                   | 1,516     | 229,524  
|Prepaid expenses and other receivables                      | -         | 13,769   
|                                                            |           |          
|                                                            |           |          
|Total Current Assets                                        | 1,516     | 243,293  
|Plant and Equipment, net (Note 4)                           | 6,085     | 3,866    
|                                                            |           |          
|Total Assets                                                | 7,601     | 247,159  
|                                                            |           |          
|                                                            |           |          
|LIABILITIES                                                
|Current                                                     |           |          
|Accounts payable and accrued liabilities (note 9)           | 104,508   | 87,780   
|                                                            |           |          
|Total Current Liabilities                                   | 104,508   | 87,780   
|                                                            |           |          
|Total Liabilities                                           | 104,508   | 87,780   
|                                                            |           |          
|Going Concern (note 2)                                      |           |          
|Related Party Transactions (note 11)                        |           |          
|Commitments and Contingencies (note
    12)                 |           |          
|                                                            |           |          
|                                                            |           |          
|STOCKHOLDERS' EQUITY (DEFICIENCY)                          
|Capital Stock (note 5)                                      |           |          
|Common stock                                                | 64,320    | 64,320   
|Additional Paid-in Capital                                  | 823,340   | 643,180  
|Accumulated Deficit                                         | (984,567) | (548,121)
|                                                            |           |          
|Total Stockholders' Equity (Deficiency)                     | (96,907)  | 159,379  
|                                                            |           |          
|Total Liabilities and Stockholders' Equity
    (Deficiency) | 7,601     | 247,159  

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

- F-3 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) Consolidated Statements of Operations and Comprehensive loss 
Years ended September 30, 2008 and 2007 and the Period from 
Inception of exploration (January 1, 2007) to September 30, 2008 
(Amounts expressed in US Dollars)

|                                                                                        |                |            |           
|--------------------------------------------------------------------------------------- | -------------- | ---------- | ----------
|                                                                                        | Cumulative     |            |           
|                                                                                        | Since          |            |           
|                                                                                        | Inception      |            |           
|                                                                                        | of exploration | 2008       | 2007      
|                                                                                        |                |            |           
|Operating Expenses                                                                      |                |            |           
|General and administration                                                              | 669,899        | 363,438    | 306,461   
|Project expenses                                                                        | 259,446        | 71,867     | 187,579   
|Amortization                                                                            | 1,417          | 1,141      | 276       
|                                                                                        |                |            |           
|Total Operating Expenses                                                                | 930,762        | 436,446    | 494,316   
|                                                                                        |                |            |           
|Loss from Operations                                                                    | (930,762)      | (436,446)  | (494,316) 
|                                                                                        |                |            |           
|Loss before Income Taxes                                                                | (930,762)      | (436,446)  | (494,316) 
|                                                                                        |                |            |           
|Provision for income taxes                                                              | -              | -          | -         
|                                                                                        |                |            |           
|Loss from continuing operations                                                         | (930,762)      | (436,446)  | (494,316) 
|Gain from discontinued operations (Note 8)                                              | -              | -          | 6,009     
|                                                                                        |                |            |           
|Net Loss                                                                                | (930,762)      | (436,446)  | (488,307) 
|                                                                                        |                |            |           
|Loss per Weighted Average Number of Shares Outstanding from continuing
    operations   |                |            |           
|-Basic and Diluted                                                                      |                | (0.01)     | (0.01)    
|                                                                                        |                |            |           
|Loss per Weighted Average Number of Shares Outstanding from discontinued
    operations |                |            |           
|-Basic and Diluted                                                                      |                | (0.00)     | (0.00)    
|                                                                                        |                |            |           
|Net Loss per Weighted Average Number of Shares Outstanding                              |                |            |           
|-Basic and Diluted                                                                      |                | (0.01)     | (0.01)    
|                                                                                        |                |            |           
|Weighted Average Number of Shares Outstanding                                           |                |            |           
|-Basic and Diluted (note 10)                                                            |                | 64,320,000 | 64,320,000
|                                                                                        |                |            |           
|The components of comprehensive loss are as
    follows:                                |                | 2008       | 2007      
|                                                                                        |                |            |           
|Net loss                                                                                |                | $(436,446) | $(488,307)
|Other comprehensive income (loss) foreign
    currency                                  |                |            |           
|Translation                                                                             |                | -          | -         
|Comprehensive Loss                                                                      |                | $(436,446) | $(488,307)

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

- F-4 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY)Consolidated Statements of Changes in Stockholders Equity 
For the years ended September 30, 2008 and September 30, 2007 
(Amounts expressed in US Dollars)

|                                                                              | Common Stock (a) | Additional | Deficit     | Total      
|----------------------------------------------------------------------------- | ---------------- | ---------- | ----------- | -----------
|                                                                              | Number           |            | Paid-in     | Accumulated
|                                                                              | of Shares        | Amount     | Capital (a) |            
|                                                                              |                  |            |             |            
|                                                                              |                  |            |             |            
|                                                                              | #                | $          | $           | $          
|                                                                              |                  |            |             |            
|                                                                              |                  |            |             |            
|Balance, September 30, 2005                                                   | 64,320,000       | 64,320     | (6,820)     | (44,115)   
|                                                                              |                  |            |             |            
|Net loss for the year ended September 30, 2006                                |                  |            |             | (15,699)   
|                                                                              |                  |            |             |            
|Balance September 30, 2006                                                    | 64,320,000       | 64,320     | (6,820)     | (59,814)   
|                                                                              |                  |            |             |            
|Cancellation of Obligation to issue 250,000 Common shares for assets acquired |                  |            | (25,000)    |            
|                                                                              |                  |            |             |            
|Stock subscriptions received                                                  |                  |            | 675,000     |            
|                                                                              |                  |            |             |            
|Net loss for the year ended September 30,
    2007                            |                  |            |             | (488,307)  
|                                                                              |                  |            |             |            
|Balance September 30, 2007                                                    | 64,320,000       | 64,320     | 643,180     | (548,121)  
|                                                                              |                  |            |             |            
|Stock subscriptions received                                                  |                  |            | 20,000      |            
|                                                                              |                  |            |             |            
|Stock subscriptions received                                                  |                  |            | 25,000      |            
|                                                                              |                  |            |             |            
|Stock subscriptions received                                                  |                  |            | 50,000      |            
|                                                                              |                  |            |             |            
|Stock based compensation                                                      |                  |            | 85,160      |            
|                                                                              |                  |            |             |            
|Net loss for the year ended September 30, 2008                                |                  |            |             | (436,446)  
|                                                                              |                  |            |             |            
|Balance September 30, 2008                                                    | 64,320,000       | 64,320     | 823,340     | (984,567)  

a)

Common stock and additional
paid-in capital have been restated to reflect 3-for-1 and 2-for-1 stock splits
on July 26, 2006 and February 1, 2007.



- F-5 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) Consolidated Statements of Cash Flows 
For the years ended September 30, 2008 and September 30, 2007 and the period
from Inception of exploration (January 1, 2007) to September 30, 2008 
(Amounts expressed in US Dollars)

|                                             | Cumulative              |           |          
|-------------------------------------------- | ----------------------- | --------- | ---------
|                                             | Since                   | Sept 30,  | Sept 30, 
|                                             | Inception (Jan 1, 2007) | 2008      | 2007     
|                                             | of exploration          |           |          
|                                             | $                       | $         | $        
|                                             |                         |           |          
|Cash Flows from Operating Activities         |                         |           |          
|Net loss from continuing operations          | (930,762)               | (436,446) | (494,316)
|Adjustment for:                              |                         |           |          
|Depreciation                                 | 1,417                   | 1,141     | 276      
|Stock based compensation                     | 85,160                  | 85,160    |          
|Changes in non-cash working capital          |                         |           |          
|Prepaid expenses                             | -                       | 13,769    | (13,769) 
|Accounts payable and accrued liabilities     | 104,508                 | 16,728    | 87,780   
|                                             |                         |           |          
|Net cash used in continuing operations       | (739,677)               | (319,648) | (420,029)
|Net cash provided in discontinued operations |                         |           | 6,009    
|Adjustment for:                              |                         |           |          
|Gain on disposition of asset                 | -                       |           | (13,667) 
|Depreciation                                 | -                       | -         | 667      
|Changes in non-cash working capital          |                         |           |          
|Accounts Payable and accrued liabilities     | (15,736)                | -         | (21,170) 
|Inventory                                    | 5,245                   | -         | 6,215    
|Accounts Receivable                          | 19,454                  | -         | 16,921   
|                                             |                         |           |          
|Net cash used in operating activities        | (730,714)               | (319,648) | (425,054)
|                                             |                         |           |          
|Cash Flows from Investing Activities         |                         |           |          
|Acquisition of plant and equipment           | (7,502)                 | (3,360)   | (4,142)  
|                                             |                         |           |          
|Net cash used in investing activities        | (7,502)                 | (3,360)   | (4,142)  
|                                             |                         |           |          
|Cash Flows from Financing Activities         |                         |           |          
|Stock subscriptions received                 | 770,000                 | 95,000    | 675,000  
|Loans repayment from related parties         | (51,750)                | -         | (18,000) 
|                                             |                         |           |          
|Net cash provided by financing activities    | 718,250                 | 95,000    | 657,000  
|                                             |                         |           |          
|Net Change in Cash                           | (19,966)                | (228,008) | 227,804  
|Cash- beginning of period                    | 21,482                  | 229,524   | 1,720    
|                                             |                         |           |          
|Cash - end of period                         | 1,516                   | 1,516     | 229,524  
|                                             |                         |           |          
|Supplemental Cash Flow Information           |                         |           |          
|Interest paid                                | -                       | -         | -        
|Income taxes paid                            | -                       | -         | -        

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

- F-6 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

1.

Nature of Operations

Uranium Hunter Corporation (formerly
Brownsville Company) was incorporated in the State of Nevada on September 4,
2003. The Companys operation began in May 2004. Since inception, the Company
operated a boat launch and convenience store. In October 2006, the Company
entered into a letter of intent to acquire a uranium mining property in
Tanzania. In November 2006, the Company sold the assets related to the boat
launch and convenience store and discontinued this business. Effective January
1, 2007 the Company has changed its primary operation from operating a boat
launch to mining exploration.

Effective February 1, 2007, the Board
of Directors changed the name of the corporation from "Brownsville Company" to
"Uranium Hunter Corporation".

The consolidated financial statements
include the accounts of Uranium Hunter Corporation (the "Company") and its
wholly owned subsidiary Uranium Hunter Corporation (Ontario) (Formerly
Brownsville Exploration Inc.) in Canada ("BEI"). All material inter-company
accounts and transactions have been eliminated.

2.

Going Concern

The Company is now an exploration
stage mining company and has not realized any revenues from its operations. It
is primarily engaged in the acquisition, exploration and development of uranium
mining properties in Africa.

The Company's financial statements
are presented on a going concern basis, which contemplates the realization of
assets and satisfaction of liabilities in the normal course of business. The
Company has no source for operating revenue and expects to incur significant
expenses before establishing operating revenue. The Company has a need for
equity capital and financing for working capital and exploration of its
properties. Because of continuing operating losses, negative working capital and
cash outflows from operations, the Companys continuance as a going concern is
dependent upon its ability to obtain adequate financing and to reach profitable
levels of operation. The Companys future success is dependent upon its
continued ability to raise sufficient capital, not only to maintain its
operating expenses, but to explore for uranium reserves. There is no guarantee
that such capital will continue to be available on acceptable terms, if at all
or if the Company will attain profitable levels of operation. Managements plans
to mitigate these conditions are described below.

The Company is in the exploration
stage and has not yet realized revenues from its planned operations. The Company
has incurred a loss of $436,446 for the year ended September 30, 2008 which
includes non-cash stock based compensation expense for $85,160. At September 30,
2008, the Company had an accumulated deficit of $984,567. The Company has funded
operations through the issuance of capital stock. In January 2007, the Company
received stock subscriptions for issue of its common stock for gross proceeds of
$75,000. In April 2007, the Company received stock subscription of $ 600,000. In
April 2008, the Company received stock subscription for $20,000, in May 2008 the
Company received stock subscription for $25,000. Further during the three months
ended September 30, 2008, the Company received an additional stock subscription
for $50,000. Subsequent to the year, in October, 2008, the Company received an
additional stock subscription for $25,000.Management's plan is to continue
raising additional funds through future equity or debt financing until it
achieves profitable operations from its mineral extraction activities.

- F-7 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

3.

Summary of
Significant Accounting Policies

The accounting policies of the
Company are in accordance with accounting principles generally accepted in the
United States of America and their basis of application is consistent with that
of the previous year. Outlined below are the significant accounting policies:

a)

Cash and Cash Equivalents

Cash consists of cash and cash equivalents, which
are short-term, highly liquid investments with original terms to maturity of 90
days or less.

b)

Short-Term Investments

Short-term investments include money market
instruments and commercial paper carried at the lower of cost and market value.

c)

Mineral Rights

The Company is an exploration stage
mining company and has not yet realized any revenue from its operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
payments are capitalized only if the Company is able to allocate any economic
value beyond proven and probable reserves. When it has been determined that a
mineral property can be economically developed as a result of establishing
proven and probable reserves, the costs incurred to develop such property will
be capitalized. For the purpose of preparing financial information, the Company
is unable to allocate any economic value beyond proven and probable reserves and
hence all property payments are considered to be impaired and accordingly
written off to project expense. All costs associated with a property that has
the potential to add to the Companys proven and probable reserves are expensed
until a final feasibility study demonstrating the existence of proven and
probable reserves is completed. No costs have been capitalized in the periods
covered by these financial statements. Once capitalized, such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.

Mineral property acquisition costs
will also be capitalized in accordance with the FASB Emerging Issues Task Force
("EITF") Issue 04-2 when management has determined that probable future benefits
consisting of a contribution to future cash inflows have been identified and
that adequate financial resources are available or are expected to be available
as required to meet the terms of property acquisition and budgeted exploration
and development expenditures. Mineral property payments are expensed as incurred
if the criteria for capitalization is not met.

To date, mineral property
exploration costs have been expensed as incurred. As of the date of these
financial statements, the Company has incurred only property payments and
exploration costs which have been expensed. To date the Company has not
established any proven or probable reserves on its mineral properties.

d)

Plant and Equipment

Plant and equipment are recorded at cost less
accumulated depreciation. Depreciation is provided commencing in the month
following acquisition using the following annual rate and method:

Computer equipment
      20%
      declining balance methodFurniture and
      fixtures
      20%
      declining balance method


- F-8 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

3.

Summary of
Significant Accounting Policies(cont'd)

e)

Impairment of
Long-lived Assets

In accordance with Statement of
Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", long-lived assets to be held and used are
analyzed for impairment whenever events or changes in circumstances indicate
that the related carrying amounts may not be recoverable. The Company evaluates
at each balance sheet date whether events and circumstances have occurred that
indicate possible impairment. If there are indications of impairment, the
Company uses future undiscounted cash flows of the related asset or asset
grouping over the remaining life in measuring whether the assets are
recoverable. In the event such cash flows are not expected to be sufficient to
recover the recorded asset values, the assets are written down to their
estimated fair value. Long-lived assets to be disposed of are reported at the
lower of carrying amount or fair value of asset less cost to sell. During the
year ended September 30, 2008, the Company found no indicators of impairment and
thus no impairment test was performed.

f)

Asset Retirement Obligation

The Company accounts for asset
retirement obligations in accordance with Financial Accounting Standards Board
("FASB") Statement No. 143, "Accounting for Asset Retirement Obligations"
("Statement 143"), which requires that the fair value of an asset retirement
obligation be recorded as a liability in the period in which a company incurs
the obligation.

g)

Revenue Recognition

Revenue is recognized when the
metals are extracted, processed, and sold. The Company will record revenues from
the sale of uranium or other metals when delivery to the customer has occurred,
collectability is reasonably assured and title has transferred.

h)

Income Taxes

The Company accounts for income
taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". Deferred
tax assets and liabilities are recorded for differences between the financial
statement and tax basis of the assets and liabilities that will result in
taxable or deductible amounts in the future based on enacted tax laws and rates.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. Income tax expense is recorded for
the amount of income tax payable or refundable for the period increased or
decreased by the change in deferred tax assets and liabilities during the
period.

- F-9 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

3.

Summary of
Significant Accounting Policies(cont'd)

i)

Earnings (Loss)
Per Share

The Company adopted Statement of
Financial Accounting Standards ("FAS") No. 128, "Earnings per Share" which
requires disclosure in the financial statements of "basic" and "diluted"
earnings (loss) per share. Basic earnings (loss) per share are computed by
dividing net income (loss) by the weighted average number of common shares
outstanding for the year. Diluted earnings (loss) per share is computed by
dividing net income (loss) by the weighted average number of common shares
outstanding plus common stock equivalents (if dilutive) related to stock options
and warrants for each year. There were no common equivalent shares outstanding
at September 30, 2008 and September 30, 2007 that have been included in dilutive
loss per share calculation as the effects would have been anti-dilutive. At
September 30, 2008 and September 30, 2007, there were 437,500 and nil
exercisable options respectively, from the 2007-Non-Qualified Stock Option Plan
and no warrants outstanding.

j)

Fair Value of
Financial Instruments

The estimated fair value of
financial instruments has been determined by the Company using available market
information and valuation methodologies. Considerable judgment is required in
estimating fair value. Accordingly, the estimates may not be indicative of the
amounts the Company could realize in a current market exchange. As of September
30, 2008 and 2007 the carrying value of financial instruments approximates their
fair value due to the short-term maturity of these instruments.

Commodity Price Risk: 
The ability of the Company to develop its properties and the future
profitability of the Company is directly related to the market price of certain
minerals.

Long-term Financial Instruments 
The fair value of each of the Companys long-term financial assets and debt
instruments is based on the amount of future cash flows associated with each
instrument discounted using an estimate of what the Companys current borrowing
rate for similar instruments of comparable maturity would be.

k)

Stock Based Compensation

All awards granted to employees and
non-employees after June 30, 2005 are valued at fair value in accordance with
the provisions of SFAS 123 (R) by using the Black-Scholes option pricing model
and recognized on a straight line basis over the service periods of each award.
The Company accounts for equity instruments issued in exchange for the receipt
of goods or services from other than employees in accordance with SFAS No. 123
and the conclusions reached by the Emerging Issues Task Force ("EITF") in Issue
No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services". Costs
are measured at the estimated fair market value of the consideration received or
the estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earlier of a performance
commitment or completion of performance by the provider of goods or services as
defined by EITF No. 96-18.

As of September 30, 2008 there was
$219,981of unrecognized expense related to non-vested stock-based compensation
arrangements granted. The total stock-based compensation expense relating to all
employees and non employees for the years ended September 30, 2008 and 2007 was
$85,160 and $nil respectively.

- F-10 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

3.

Summary of Significant Accounting Policies
(cont'd)

l)

Concentration
of Credit Risk

SFAS No. 105, "Disclosure
of Information about Financial Instruments with Off-Balance Sheet Risk and
Financial Instruments with Concentration of Credit Risk", requires disclosure of
any significant off-balance sheet risk and credit risk concentration. The
Company does not have significant off-balance sheet risk or credit
concentration.

m)

Use of
Estimates

Preparation of financial
statements in accordance with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and related notes
to financial statements. These estimates are based on management's best
knowledge of current events and actions the Company may undertake in the future.
Actual results may ultimately differ from such estimates. Significant estimates
include accruals, the useful lives of plant and equipment and the fair value of
stock based compensation expenses.

n)

Recent
Accounting Pronouncements

In December 2007, the FASB issued
SFAS No. 141(R), "Business Combinations". This Statement replaces SFAS No. 141,
Business Combinations. This Statement retains the fundamental
requirements in Statement 141 that the acquisition method of accounting (which
Statement 141 called the purchase method) be used for all business
combinations and for an acquirer to be identified for each business combination.
This Statement also establishes principles and requirements for how the
acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquiree; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Companys fiscal year beginning May 1, 2009. The
Company is currently assessing the impact of FAS 141(R).

In December 2007, the FASB issued
SFAS No. 160, "Non-controlling Interests in Consolidated Financial Statements".
This Statement amends ARB 51 to establish accounting and reporting standards for
the non-controlling (minority) interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a non-controlling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. SFAS No. 160 is
effective for the Companys fiscal year beginning May 1, 2009. The Company is
currently assessing the impact of FAS 160.

- F-11 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

3.

Summary of Significant Accounting Policies
(cont'd)

In March 2008, the FASB issued SFAS
No. 161, "Disclosures about Derivative Instruments and Hedging Activitiesan
amendment of FASB Statement No. 133" ("FAS 161"). FAS 161 changes the
disclosure requirements for derivative instruments and hedging activities.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows.
The guidance in FAS 161 is effective for financial statements issued for fiscal
years and interim periods beginning after November 15, 2008, with early
application encouraged. This Statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption. The Company is
currently assessing the impact of FAS 161.

In May 2008, the FASB issued SFAS
No. 162, "The Hierarchy of Generally Accepted Accounting Principles" ("SFAS
162"). SFAS 162 is intended to improve financial reporting by identifying a
consistent framework, or hierarchy, for selecting accounting principles to be
used in preparing financial statements that are presented in conformity with
U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following
the Securities and Exchange Commission's approval of the Public Company
Accounting Oversight Board auditing amendments to AU Section 411, "The Meaning
of Present Fairly in Conformity with Generally Accepted Accounting Principles."
The Company does not expect SFAS 162 to have a material effect on its
consolidated financial statements.

In May 2008, the FASB issued
Statement of Financial Accounting Standards No. 163 ("SFAS 163"), "Accounting
for Financial Guarantee Insurance Contracts  an interpretation of FASB
Statement No. 60." SFAS 163 prescribes accounting for insures of financial
obligations, bringing consistency to recognizing and recording premiums and to
loss recognition. SFAS 163 also requires expanded disclosures about financial
guarantee insurance contracts. Except for some disclosures, SFAS 163 is
effective for financial statements issued for fiscal years beginning after
December 15, 2008. The adoption of SFAS 163 will not have an impact on the
results of operations or financial position of the Company.



- F-12 -

---

URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

4.

Plant and
Equipment

Plant and equipment are recorded at
cost less accumulated amortization. Amortization is provided commencing in the
month following acquisition using the following annual rate and method:

Computer equipment
      20%
      declining balance methodFurniture and
      fixtures
      20%
      declining balance method


As at September 30, 2008
    Cost
    Accumulated
    Net Book Value
    Net Book ValueAmortization
    (September 30,
    (September 30,2008)
    2007)Computer Equipment
    $6,480
    $1,158
    $5,322
    $2,912Furniture and Fixtures
    $1,022
    $259
    $763
    $954Total
    $7,502
    $1,417
    $6,085
    $3,866Amortization charges
    
    
    $1,141
    $276


5.

Capital Stock

Authorized:
      450,000,000 common shares $0.001 par
      valueIssued:
      64,320,000 common shares $0.001 par
      value


Year ended September 30, 2007

On February 1, 2007, the Company,
conducted a stock split, resulting in an increase to authorized stock capital
from 225,000,000 shares to 450,000,000 shares; and issued stock capital on a one
old share for two new shares, (from 32,160,000 shares to 64,320,000 shares.)

In January 2007, the Company received
Stock subscription for $75,000 as part of its effort to raise funds through
private placement of shares at $1 per share.

In April 2007, the Company received
Stock subscription for $600,000 as part of its effort to raise funds through
private placement of shares at $1 per share.

Year ended September 30, 2008

In April 2008, the Company received
$20,000 stock subscription for 33,334 common shares at $0.60 per share, as part
of its efforts to raise funds through private placement of shares.

In May 2008, the Company received
$25,000 stock subscription for 83,334 common shares at $0.30 per share, as part
of its efforts to raise funds through private placement of shares.

During the three months of July to
September 2008, the Company received an additional $50,000 stock subscription
for 166,667 common shares at $0.30 per share, as part of its efforts to raise
funds through private placement of shares

- F-13 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

6.

Stock Based Compensation

In April 2007, the Board of Directors
approved an employee stock option plan ("2007 Non-Qualified Stock Option Plan"),
the purpose of which is to promote the financial success and interests of the
Company and materially increase shareholder value by giving incentives to the
eligible officers and other employees and directors of, and consultants and
advisors to, the Company through providing opportunities to acquire stock in the
Company. Under the 2007 Stock Option Plan, officers, directors, employees and
consultants who provide services to the Company may be granted options to
acquire common shares of the Company at not less than the fair market value of
the stock on the date of grant. The total number of shares reserved for issuance
under the 2007 Non Qualified Stock Option Plan is 2,000,000.

The Company has adopted SFAS123
(Revised) commencing as of July 1, 2005. The fair value of each grant was
estimated at the grant date using the Black-Scholes option-pricing model. The
Black-Scholes option pricing model requires the use of certain assumptions,
including expected terms, expected volatility, expected dividends and risk-free
interest rate to calculate the fair value of stock-based payment awards. The
assumptions used in calculating the fair value of stock option awards involve
inherent uncertainties and the application of management judgment.

The expected term calculation is
based upon the expected term the option is to be held, which is the full term of
the option. The risk-free interest rate is based upon the U.S. Treasury yield in
effect at the time of grant for an instrument with a maturity that is
commensurate with the expected term of the stock options. The dividend yield of
zero is based on the fact that we have never paid cash dividends on our common
stock and we have no present intention to pay cash dividends. The expected
forfeiture rate of 0% is based on the vesting of stock options in a short period
of time.

During the year ended September 30,
2007 the Company did not grant any stock options

During the year ended September
30, 2008 the Company granted the following stock options:

On September 9, 2008 the Board
granted stock options to two (2) Directors and One (1) Officer to purchase
250,000 common shares each at an exercise price of $0.24 per share for a total
of 750,000 common shares and to the Companys Chief Executive Officer to
purchase 1,000,000 common shares at an exercise price of $0.24 per common share.
These options are each granted in accordance with the terms of the Companys
2007 Non-Qualified Stock Option Plan and shall vest as follows:

(i) one fourth (1/4 th) of the shares
shall vest and exercisable on the grant date, (ii) one fourth (1/4 th)
of the shares shall vest six months from the grant date (iii) one fourth (1/4
th) of the shares shall vest twelve months from the grant date, and
(iv) one fourth (1/4 th) of the shares shall vest eighteen months
from the grant date. The option granted shall be for a term of 5 years.

- F-14 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

6.

Stock Based Compensation - Cont'd

For this year ended September 30,
2008, the Company has recognized in the financial statements, stock-based
compensation costs as per the following details. The fair value of each option
used for the purpose of estimating the stock compensation is based on the grant
date using the Black-Scholes option pricing model with the following weighted
average assumptions:

9-September2008Risk free rate
      2.95%Volatility factor
      109.06%Expected dividends
      0%Forfeiture rate
      0%Expected life
      5 yearsExercise price
      $0.24Total number of options granted
      1,750,000Grant date fair value
      $0.17Total number of options forfeited
      -Stock-based compensation cost expensed during the year ended September 30, 2008
      $85,160Unexpended Stock -based compensation cost deferred over the vesting period
      $219,981


As of September 30, 2008 there was
$219,981 of unrecognized expenses related to non-vested stock-based compensation
arrangements granted. The stock-based compensation expense for the years ended
September 30, 2008 and September 30, 2007 was $85,160 and $nil respectively.

- F-15 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

6.

Stock Based Compensation - Cont'd

The following table summarizes the options
outstanding as at September 30:

Weighted
      Weightedaverage
      averageremaining
      remainingcontractual
      contractualOption Price
      life
      life
      Number of sharesExpiry Date
      Per Share
      2008
      2007
      2008
      2007September 9, 2013
      0.24
      4.95
      -
      1,750,000
      -Options outstanding at end of year
      
      
      
      1,750,000
      -Weighted average exercise price at end of year
      
      
      
      0.24
      -Weighted average remaining contractual life
      
      4.95
      -


Number of Shares2008
      2007Outstanding, beginning of year
      -
      -Granted
      1,750,000
      -Expired
      -
      -Exercised
      -
      -Forfeited
      -
      -Cancelled
      -
      -Outstanding, end of year
      1,750,000
      -Exerciseable, end of year
      437,500
      -


7.

Income Taxes



The income tax effect of temporary
differences comprising the deferred tax assets and deferred tax liabilities on
the accompanying balance sheets as at September 30, 2008 and September 30, 2007
is a result of the following:

September 30, 2008
      September 30, 2007$Deferred Tax Assets
      305,798
      186,361Valuation Allowance
      (305,798)
      (186,361)


- F-16 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

7.

Income Taxes
-Contd

Reconciliation between the statutory
federal income tax rate and the effective income rate of income tax expense for
the period ended September 30, 2007 is as follows:

September 30, 2008Statutory Federal Income Tax Rate
      34.0%Valuation Allowance
      (34.0%)


As of September 30, 2008 the Company had
approximately $899,407 of federal net operating loss carry forwards available to
offset future taxable income which begin to expire as follows:

2024
      $8,6042025
      $35,5112026
      $15,6992027
      $488,3072028
      $351,286


8.

Discontinued Operations

The Companys
operation began in May 2004. Since inception, the Company operated a boat launch
and convenience store. In November 2006, the Company sold the assets related to
the boat launch and convenience store and discontinued this business.

On November 17, 2006, the Company
entered into an Asset Purchase Agreement with Fraser Rivers Metal Depot Inc. to
sell and transfer an undivided, 100% right, title and interest in the assets
relating to the Company's boat launch, parking lot, marina and convenience store
business located in Maple Ridge, British Columbia. The consideration received by
the Company includes the cancellation and termination of the obligation to issue
to Fraser River 250,000 common shares of the Company that was scheduled to be
issued to Fraser Rivers Metal Depot as par of the Asset Purchase Agreement dated
March 31, 2004.

The details for gain from
discontinued operations are calculated as follows:

2007$Revenues
      9,949Cost of goods sold
      (3,140)Selling expenses
      (746)General and administration expense
      (13,054)Amortization expense
      (667)Gain on disposition of assets
      13,667Net gain from discontinued operations
      6,009


- F-17 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

9.

Accounts
payable and accrued liabilities

Accounts payable and accrued
liabilities are comprised of the following:

2008
      2007Accounts payable
      89,508
      74,780Accrued liabilities:Audit and accounting
      12,500
      13,000Legal
      2,500
      -Total Accounts payable and accrued
      liabilities
      104,508
      87,780


10.

Loss per share

Increase in shares as a result of the stock splits is given
retroactive recognition and the loss per share calculated for all periods
presented is based on the post split number of shares.

11.

Related Party
Transactions



The Company expensed $93,045 as
management fee to the Ex-Chief Executive Officer, $32,080 as management fee to
the current Chief Executive Officer and $15,047 fee to the Chief Financial
Officer . Also, the Company expensed $23,956 as consulting fee to its Ex-Chief
Executive Officer.

On September 9, 2008 the Board
granted stock options to two (2) Directors and One (1) Officer to purchase
250,000 common shares each at an exercise price of $0.24 per share for a total
of 750,000 common shares and to the Companys Chief Executive Officer to
purchase 1,000,000 common shares at an exercise price of $0.24 per common share.
These options are each granted in accordance with the terms of the Companys
2007 Non-Qualified Stock Option Plan and shall vest as follows:

(i) one fourth (1/4 th) of the shares
shall vest and exercisable on the grant date, (ii) one fourth (1/4 th)
of the shares shall vest six months from the grant date (iii) one fourth (1/4
th) of the shares shall vest twelve months from the grant date, and
(iv) one fourth (1/4 th) of the shares shall vest eighteen months
from the grant date. The option granted shall be for a term of 5 years. The
Company expensed $85,160 as stock based compensation expense for the year ended
September 30, 2008.

Year ended September 30, 2007

During the year ended September 30,
2007 all loans from related parties were paid off. The Company also expensed $
62,179 as management fee to the Chief Executive Officer and expensed $11,585 as
fee to its Chief Financial Officer.

- F-18 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

12.

Commitments
and Contingencies

a)

On October 13,
2006 the Company entered into an Option Agreement with Trimark Explorations Ltd.
(Trimark) and its wholly owned subsidiary, whereby Trimark granted the Company,
100% undivided right, title and interest in and to the property located in
Njombe and Songea districts in the Republic of Tanzania, for $100,000 payable
over three years. In addition, the Company must conduct exploration on the
property of $1,000,000 over a three year time frame. If the exploration expenses
are not incurred, the Company may still earn 100% interest by issuing 1,000,000
common shares, at not less than $1.00 per share, to Trimark or pay cash of up to
$1,000,000. As of September 30, 2008 the Company had paid $25,000 to Trimark and
this payment had been expensed as project expense. The Company was required to
make the second payment relating to the acquisition cost of $100,000 prior to
October 13, 2008 for which the Company is in default. The Company is now
considering abandoning the property.

b)

On June 26,
2007, Uranium Hunter Corporation (the "Company") entered into an Option
Agreement (the "NPK Agreement") with NPK Resources Ltd. ("NPK"), whereby NPK
granted the Company the sole and exclusive right and option to acquire up to a
75% undivided right, title and interest in and to the Nkoko and Kagadi Uranium
Properties which contain approximately 820 square kilometers located in Kiballe
District, Uganda (the "NPK Property").

Under the terms of the NPK
Agreement, NPK has granted the Company the sole and exclusive option to acquire
up to a 75% undivided interest in and to the NPK Property by making a cash
payment to NPK of $25,000 US within five days of signing the NPK Agreement. The
Company paid $15,000 during the quarter ended June 2007 and paid the balance of
$10,000 in July 2007. This entire payment of $25,000 is being expensed as
project expense. The Company shall also be responsible for making all necessary
property payments and taxes to keep the NPK Property in good standing. The
Company shall maintain its 75% interest in the NPK Property after it pays the
$25,000 as described above by completing the following cumulative exploration
expenditures on the NPK Property totaling $150,000 US over a 36 month period: (i)
$50,000 in cumulative exploration expenditure within the first 12 months after
signing the NPK Agreement; (ii) $100,000 in cumulative exploration expenditures
within 24 months of signing of the NPK Agreement; and (iii) $150,000 in
cumulative exploration expenditures within 36 months of signing of the NPK
Agreement. If 36 months after the date of the NPK Agreement, the Company has not
completed exploration expenses of $150,000, the Company may still maintain its
75% interest in the NPK Property if the Company issues in favor of NPK payments
totaling up to $150,000 in shares of common stock of the Company or cash of up
to $150,000 US at the Company's sole option less the cumulative exploration
expenditures already paid and/or met on the NPK Property. The value of the
shares shall be determined as the average share price of the shares over the 30
business days of trading prior to the 36 month period as described herein
provided, however, that the shares shall not be valued at less then $1.00 per
share.

Once the Company has vested and
maintained its 75% interest in the project (i.e. by spending $150,000 on the
project within three years), the parties shall enter into a joint venture
agreement and shall share proportionally in all exploration costs and payments
subject to standard dilution terms.

In addition, once the Company has
earned its 75% interest in the NPK Property, for a one year period from date of
earn in, NPK shall be entitled to convert its 25% ownership of the NPK Property
into common stock of the Company at the fair market value for NPK's 25%
ownership of the NPK Property. The fair market value of the NPK Property shall
be determined by the parties and if they cannot agree, shall be determined by
three experts. Should NPK convert its 25% ownership into shares of common stock
of the Company, then the Company shall own 100% of the NPK Property. The value
of the shares shall be determined as the average share price of the shares over
the 30 business days of trading prior to the election period, provided, however,
that the shares shall not be valued at less than $1.00 per share.

- F-19 -

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URANIUM HUNTER CORPORATION. 
(FORMERLY BROWNSVILLE COMPANY) 
(AN EXPLORATION STAGE MINING COMPANY) 
Notes to the Consolidated Financial Statements September 30, 2008 and September
30, 2007 
(Amounts expressed in US Dollars)

12.

Commitments
and Contingencies - Cont'd

The Company may terminate the NPK
Agreement at any time by giving written notice to NPK of the termination of the
NPK Agreement. If the Company fails to make any payment (optional, discretionary
or otherwise) or fails to do anything on or before the last day provided for
such payment or performance under the NPK Agreement, NPK may terminate the NPK
Agreement but only if:

(i) NPK has first given the Company
written notice of the default containing particulars of the payment which the
Company has not made or the act which the Company has not performed; and (ii)
the Company has not, within 30 days following delivery of such notice, cured
such default by appropriate payment or performance. Should the Company fail to
comply with the foregoing, NPK may thereafter terminate the NPK Agreement by
notice to the Company.

Upon the termination of the NPK
Agreement, the Company shall forfeit any and all interest in the NPK Property
and shall cease to be liable to NPK.

c)

Effective as of May 23, 2008 the Company entered into a consulting agreement
with Ghaith Qamheiah, pursuant to which Mr. Qamheiah was retained as the
Company's President, Chief Executive Officer, Secretary and Treasurer. The
consulting agreement has a three-year term and can be terminated by either party
by giving a 30 days written notice. Pursuant to the agreement, Mr. Qamheiah will
receive a monthly consulting fee of $7,517 (CDN$8,000). d)Effective
September 10, 2008 the Company executed an agreement with a consultant for
providing corporate information and investor relation services. The term of this
agreement is for three months and the Company is obligated to pay the consultant
$5,000 per month. Subsequent to the year on November 5, 2008, the Company
terminated the contract due to non performance.

13.

Geographic
location of assets

All the assets of the Company are
currently located in Canada.

14.

Subsequent
Events

In October 2008, the Company received
$25,000 stock subscription for 312,500 common shares at $0.08 per share, as part
of its efforts to raise funds through private placement of shares.

- F-20 -

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