UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

    FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009

                        Commission file number 333-143626


                             YELLOW HILL ENERGY INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

            10B Time Centre, 53-55 Hollywood Road, Central, Hong Kong
          (Address of principal executive offices, including zip code)

                                  852 2521 5455
                     (Telephone number, including area code)

                         Resident Agents of Nevada, Inc.
                           711 S. Carson Street, Ste 4
                            Carson City, Nevada 89701
                                  775 882 4641
            (Name, address and telephone number of agent for service)

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 last 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 30,000,000 shares as of September 4,
2009
<PAGE>
ITEM 1. FINANCIAL STATEMENTS


                             YELLOW HILL ENERGY INC
                         (An Exploration Stage Company)
                                 Balance Sheets
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                            July 31,           April 30,
                                                              2009               2009
                                                            --------           --------
                                                                               (Audited)
<S>                                                         <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                      $    201           $  7,156
                                                            --------           --------

      Total Current Assets                                       201              7,156
                                                            --------           --------

      Total  Assets                                         $    201           $  7,156
                                                            ========           ========

                                   LIABILITIES

CURRENT LIABILITIES
  Accounts Payable and Accrued Liabilities                     1,513                 --
                                                            --------           --------

      Total Current Liabilities                                1,513                 --
                                                            --------           --------

                              STOCKHOLDERS' EQUITY

Common Stock
  75,000,000 authorized shares, par value $0.001
  30,000,000 shares issued and outstanding                    30,000             30,000
Additional Paid-in-Capital                                    30,000             30,000
Deficit accumulated during exploration stage                 (61,312)           (52,844)
                                                            --------           --------

      Total Stockholders' Equity                              (1,312)             7,156
                                                            --------           --------

      Total Liabilities and Stockholders' Equity            $    201           $  7,156
                                                            ========           ========
</TABLE>


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

                                       2
<PAGE>
                             YELLOW HILL ENERGY INC.
                         (An Exploration Stage Company)
                            Statements of Operations
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                                   Period from
                                                                                                  March 14, 2007
                                                     For the Three          For the Three       (Date of inception)
                                                     Months Ended           Months Ended             through
                                                       July 31,               July 31,               July 31,
                                                         2009                   2008                   2009
                                                     ------------           ------------           ------------
                                                      (Unaudited)            (Unaudited)
<S>                                                  <C>                    <C>                    <C>
REVENUES:
  Revenues                                           $         --           $         --           $         --
                                                     ------------           ------------           ------------

      Total Revenues                                           --                     --                     --
                                                     ------------           ------------           ------------
EXPENSES:
  Operating Expenses
    Impairment of mineral property                             --                     --                  8,650
    Exploration                                                --                     --                  7,880
    General and Administrative                              4,968                    535                 26,992
    Professional Fees                                       3,500                  3,000                 17,790
                                                     ------------           ------------           ------------
      Total Expenses                                 $      8,468                  3,535                 61,312
                                                     ------------           ------------           ------------

Net loss from Operations                                   (8,468)                (3,535)               (61,312)

PROVISION FOR INCOME TAXES:
  Income Tax Expense                                           --                     --                     --
                                                     ------------           ------------           ------------

Net Income (Loss) for the period                     $     (8,468)          $     (3,535)          $    (61,312)
                                                     ============           ============           ============

Basic and Diluted Earnings Per Common Share                 (0.00)                 (0.00)
                                                     ------------           ------------
Weighted Average number of Common Shares
 used in per share calculations                        30,000,000             30,000,000
                                                     ============           ============
</TABLE>


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

                                       3
<PAGE>
                             YELLOW HILL ENERGY INC
                         (An Exploration Stage Company)
                       Statements of Stockholders' Equity
        For the period from March 14, 2007 (inception) to July 31, 2009
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                              Accumulated
                                                                                            Deficit During
                                                                   $0.001        Paid-In     Exploration     Stockholders'
                                                    Shares        Par Value      Capital        Stage           Equity
                                                    ------        ---------      -------        -----           ------
<S>                                               <C>           <C>           <C>             <C>             <C>
Balance, March 14, 2007 (Date of Inception)               --      $     --      $     --      $      --       $      --

Stock Issued for cash at $0.001 per share         15,000,000        15,000            --             --          15,000
 on April 28, 2007

Net Loss for the Period                                   --            --            --        (15,890)        (15,890)
                                                 -----------      --------      --------      ---------       ---------

Balance, April 30, 2007                           15,000,000        15,000            --        (15,890)           (890)

Stock Issued for cash at $0.003 per share         15,000,000        15,000        30,000             --          45,000
 on July 31, 2007

Net Loss for the Period                                   --            --            --        (16,112)        (16,112)
                                                 -----------      --------      --------      ---------       ---------

Balance, April 30, 2008                           30,000,000        30,000        30,000        (32,002)         27,998

Net Loss for the Period                                   --            --            --        (20,842)        (20,842)
                                                 -----------      --------      --------      ---------       ---------

Balance, April 30, 2009                           30,000,000        30,000        30,000        (52,844)          7,156

Net Loss for the Period                                   --            --            --         (8,468)         (8,468)
                                                 -----------      --------      --------      ---------       ---------

Balance, July 31, 2009                            30,000,000      $ 30,000      $ 30,000      $ (61,312)      $  (1,312)
                                                 ===========      ========      ========      =========       =========
</TABLE>


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

                                       4
<PAGE>
                             YELLOW HILL ENERGY INC
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                           (Expressed in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                             Period from
                                                                                            March 14, 2007
                                                       For the Three      For the Three   (Date of inception)
                                                       Months Ended       Months Ended         through
                                                         July 31,           July 31,           July 31,
                                                           2009               2008               2009
                                                         --------           --------           --------
<S>                                                      <C>                <C>                <C>
OPERATING ACTIVITIES:
  Net Loss                                               $ (8,468)          $ (3,535)          $(61,312)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
     Impairment of mineral property                            --                 --              8,650
     Accounts Payable and Accrued Liabilities               1,513                 --              1,513
                                                         --------           --------           --------

Net Cash Used in Operating Activities                      (6,955)            (3,535)           (51,149)
                                                         --------           --------           --------
INVESTING ACTIVITIES:
  Mineral property acquisition cost                            --                 --             (8,650)
                                                         --------           --------           --------

Net Cash Used in Investing Activities                          --                 --             (8,650)
                                                         --------           --------           --------
FINANCING ACTIVITIES:
  Common Stock issued for cash                                 --                 --             60,000
                                                         --------           --------           --------

Net Cash Provided from Financing Activities                    --                 --             60,000
                                                         --------           --------           --------

Increase (decrease) in Cash                                (6,955)            (3,535)               201
                                                         --------           --------           --------

Cash, Beginning of the period                               7,156             28,398                 --
                                                         --------           --------           --------

Cash, End of the period                                  $    201           $ 24,863           $    201
                                                         ========           ========           ========

Supplemental Information:
  Taxes paid                                             $     --           $     --           $     --
                                                         ========           ========           ========

  Interest paid                                          $     --           $     --           $     --
                                                         ========           ========           ========
</TABLE>


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

                                       5
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES

THE  COMPANY'S  HISTORY  -  Yellow  Hill  Energy  Inc.,  a  Nevada  corporation,
(hereinafter  referred  to  as  the  "Company"  or  "Yellow  Hill  Energy")  was
incorporated in the State of Nevada on March 14, 2007. The Company was formed to
engage in the  acquisition,  exploration  and  development  of natural  resource
properties of merit. The Company completed its prospectus offering of 15,000,000
shares of the  Company's  common  stock at a price of $0.003 per share for gross
proceeds of $45,000 on July 31, 2007. The Company acquired mineral claims during
the initial period ending April 30, 2007. During the period ended July 31, 2008,
the Company did not renew their mineral claims.

On September 9, 2008 Craig Lindsay  resigned as our president,  chief  financial
officer and director and Sean Mitchell resigned as our secretary,  treasurer and
director.  As a  result  on  September  9,  2008 we  appointed  Jay  Jhaveri  as
president,  secretary,  treasurer,  director and chief financial  officer of our
company. Our board of directors now consists of Jay Jhaveri.

On September 9, 2008 the Company moved our operations to 10B Time Centre,  53-55
Hollywood Road,  Central,  Hong Kong and Jay Jhaveri  performs all our corporate
and administrative operations.

THE  COMPANY  TODAY - The  Company is  currently a  developments  stage  company
reporting under the provisions of the Statement of Financial Accounting Standard
("FASB") No. 7, "Accounting and Reporting for Development Stage Enterprises."

Our purpose has been to serve as a vehicle to acquire an operating  business and
we are currently  considered a "shell" company inasmuch as we are not generating
revenues, do not own an operating business, and have no specific plan other than
to engage in a merger or  acquisition  transaction  with a yet-to-be  identified
operating company or business. We have no employees and no material assets.

MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada  Secretary  of State on March 14,  2007,  indicating  Sandra L. Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator.  The initial
list of officers  filed with the Nevada  Secretary  of State on April 13,  2007,
indicates Craig T. Lindsay as the President and Treasurer;  and Sean Mitchell as
Secretary and Director.

On September 9, 2008 Craig Lindsay  resigned as our president,  chief  financial
officer and director and Sean Mitchell resigned as our secretary,  treasurer and
director.  As a  result  on  September  9,  2008 we  appointed  Jay  Jhaveri  as
president,  secretary,  treasurer,  director and chief financial  officer of our
company.  Jay Jhaveri performs all our corporate and administrative  operations.
Our board of directors now consists of Jay Jhaveri.

                                       6
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

GOING CONCERN - The Company's financial  statements are prepared using generally
accepted  accounting  principles in the United States of America applicable to a
going concern which  contemplates  the  realization of assets and liquidation of
liabilities  in  the  normal  course  of  business.  The  Company  has  not  yet
established  an ongoing  source of revenues  sufficient  to cover its  operating
costs and allow it to continue as a going concern. The ability of the Company to
continue  as a going  concern is  dependent  on the Company  obtaining  adequate
capital to fund operating losses until it becomes profitable.  If the Company is
unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going  concern,  the  Company  will need,  among other
things,  additional  capital  resources.  Management's  plan is to  obtain  such
resources for the Company by obtaining  capital from  management and significant
shareholders  sufficient  to meet its  minimal  operating  expenses  and seeking
equity and/or debt financing.  However  management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent  upon its
ability  to  successfully  accomplish  the  plans  described  in  the  preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

YEAR END - The Company's year end is April 30.

USE OF ESTIMATES - The  preparation  of the  financial  statements in conformity
with  generally  accepted  accounting  principles  requires  management  to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME  TAXES - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting  Standards  ("SFAS") No. 109,  which requires
recognition of deferred tax assets and liabilities  for future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and  liabilities  and their  respective tax basis and tax credit
carry  forwards.  Deferred tax assets and liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary differences are expected to be recovered or settled.

The effect on deferred  tax assets and  liabilities  of a change in tax rates is
recognized in operations in the period that includes the enactment date.

                                       7
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

The Company has net  operating  loss  carryover to be used for  reducing  future
year's taxable  income.  The Company has recorded a valuation  allowance for the
full  potential  tax  benefit  of  the  operating  loss  carryovers  due  to the
uncertainty regarding realization.

NET  LOSS  PER  COMMON  SHARE - The  Company  computes  net  loss  per  share in
accordance  with SFAS No. 128,  Earnings  per Share  ("SFAS  128") and SEC Staff
Accounting  Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing  the net loss  available to
common  stockholders  for the period by the weighted average number of shares of
common stock outstanding  during the period. The calculation of diluted net loss
per share gives effect to common stock  equivalents;  however,  potential common
shares are  excluded  if their  effect is  anti-dilutive.  For the  period  from
September 26, 2006 (Date of Inception) through July 31, 2009, the Company had no
potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly no stock-based  compensation has
been recorded to date.

LONG-LIVED  ASSETS - In accordance  with Financial  Accounting  Standards  Board
("FASB") SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived
Assets",  the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest  impairment.  The  Company  recognizes  impairment  when  the sum of the
expected  undiscounted future cash flows is less than the carrying amount of the
asset.  Impairment  losses,  if any,  are measured as the excess of the carrying
amount of the asset over its estimated fair value.

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception  on March 14,  2007 and has not yet  realized  any  revenues  from its
planned operations,  being the acquisition and exploration of mining properties.
Mineral property  exploration  costs are expensed as incurred.  Mineral property
acquisition costs are initially  capitalized when incurred using the guidance in
EITF 04-02,  "Whether  Mineral  Rights Are Tangible or Intangible  Assets".  The
Company  assesses  the  carrying  costs  for  impairment  under  SFAS  No.  144,
"Accounting  for  Impairment  or Disposal  of Long Lived  Assets" at each fiscal
quarter  end.  When  it has  been  determined  that a  mineral  property  can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property,  are  capitalized.  Such costs
will be amortized using the  units-of-production  method over the estimated life
of the probable  reserve.  If mineral  properties are subsequently  abandoned or
impaired, any capitalized costs will be charged to operations.

                                       8
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

RECENT ACCOUNTING PRONOUNCEMENTS
In December  2007,  the FASB issued  SFAS No.  160,  Noncontrolling  Interest in
Consolidated Financial Statements,  an amendment of ARB No. 51 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after December 15, 2008.  Earlier  adoption is  prohibited.  The adoption of the
SFAS No.  160  during  the  period  had no  impact  on the  Company's  financial
position, results of operations or cash flows.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed  following existing GAAP. The adoption of
the SFAS No. 141R had no impact on the Company's financial position,  results of
operations or cash flows.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, The Fair Value  Option for  Financial
Assets and Financial  Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting  for financial  instruments.  As of July 31, 2009, the
Company has not adopted this  statement and  management  has not  determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations.

In March 2008, the Financial  Accounting  Standards Board, or FASB,  issued SFAS
No. 161,  Disclosures  about Derivative  Instruments and Hedging  Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced   disclosures   about  (a)  how  and  why  an  entity  uses  derivative
instruments,  (b) how  derivative  instruments  and  related  hedged  items  are

                                       9
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

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. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application  encouraged.  The adoption of the SFAS
No. 161 had no impact on the Company's financial position, results of operations
or cash flows.

In May 2008, the FASB issued SFAS No. 163,  "Accounting for Financial  Guarantee
Insurance  Contracts - an  interpretation  of FASB  Statement  No. 60." SFAS 163
requires that an insurance  enterprise  recognize a claim  liability prior to an
event  of  default   (insured   event)  when  there  is  evidence   that  credit
deterioration  has occurred in an insured financial  obligation.  This Statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium  revenue  and claim  liabilities.  Those  clarifications  will  increase
comparability in financial  reporting of financial guarantee insurance contracts
by insurance  enterprises.  This Statement  requires expanded  disclosures about
financial   guarantee  insurance   contracts.   The  accounting  and  disclosure
requirements  of the Statement will improve the quality of information  provided
to users of  financial  statements.  SFAS 163 will be  effective  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2008.  The
adoption  of the SFAS No. 163  during the period had no impact on the  Company's
financial position, results of operations or cash flows.

In April  2009,  the  FASB  issued  FSP No.  FAS  107-1  and APB  28-1,  Interim
Disclosures  about Fair Value of  Financial  Instruments.  This FSP amends  FASB
Statement No. 107,  Disclosures  about Fair Value of Financial  Instruments,  to
require  disclosures  about  fair value of  financial  instruments  for  interim
reporting  periods of publicly traded  companies as well as in annual  financial
statements.  This  FSP  also  amends  APB  Opinion  No.  28,  Interim  Financial
Reporting,  to require those disclosures in summarized financial  information at
interim  reporting  periods.  This FSP shall be effective for interim  reporting
periods  ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose and accordingly,  does not expect the adoption
of this standard to have a material effect on its financial statements.

In June 2009,  the  Securities  and  Exchange  Commission's  Office of the Chief
Accountant  and Division of Corporation  Finance  announced the release of Staff
Accounting  Bulletin  (SAB) No. 112. This staff  accounting  bulletin  amends or
rescinds portions of the interpretive  guidance included in the Staff Accounting
Bulletin Series in order to make the relevant  interpretive  guidance consistent
with current  authoritative  accounting and auditing guidance and Securities and
Exchange Commission rules and regulations.  Specifically,  the staff is updating
the Series in order to bring  existing  guidance  into  conformity  with  recent

                                       10
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial  Accounting Standards No. 141 (revised 2007),  Business  Combinations,
and  Statement  of  Financial  Accounting  Standards  No.  160,  Non-controlling
Interests  in  Consolidated  Financial  Statements.   The  statements  in  staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the  Commission's  official  approval.  They represent
interpretations  and practices  followed by the Division of Corporation  Finance
and  the  Office  of  the  Chief  Accountant  in  administering  the  disclosure
requirements of the Federal securities laws.

Management  believes  recently  issued  accounting  pronouncements  will have no
impact on the financial statements of Yellow Hill Energy Inc.

2. PROPERTY AND EQUIPMENT

As of July 31, 2009, the Company does not own any property and/or equipment.

3. MINERAL PROPERTY

During the year ended April 30,  2008,  the Company did not renew their  mineral
claims.

4. STOCKHOLDER'S EQUITY

The  Company has  75,000,000  shares  authorized  with a par value of $0.001 per
share.

Effective April 28, 2007, a total of 15,000,000  shares of the Company's  common
stock  were  issued to the sole  director  of the  Company  pursuant  to a stock
subscription agreement at $0.001 per share for total proceeds of $15,000.

Effective  July 31, 2007, a total of 15,000,000  shares of the Company's  common
stock were issued pursuant to stock subscription  agreements at $0.003 per share
for total proceeds of $45,000.

5. RELATED PARTY TRANSACTIONS

We  currently  utilize  office space at the office of Axonus Asia  Limited,  10B
TimeCentre,  53-55 Hollywood  Road,  Central,  Hong Kong. Jay Jhaveri,  the sole
office rand  director of the Company,  is a principal  and sole  shareholder  of
Axonus Asia Limited. Axonus Asia Limited is paid a total of $1,500 per month for
providing  facilities that include office space,  telephone services,  facsimile
services,  computer and office  equipment.  For the period ending July 31, 2009,
Axonus  Asia  Limited  has charged the Company a total of $4,539 for office rent
and corporate services. $1,513 of this amount is recorded as accounts payable at
July 31, 2009.

                                       11
<PAGE>
                             Yellow Hill Energy Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements


6. STOCK OPTIONS

As of July 31, 2009,  the Company does not have any stock  options  outstanding,
nor  does  it have  any  written  or  verbal  agreements  for  the  issuance  or
distribution of stock options at any point in the future.

7. ADVERTISING

The  Company  will  expense its  advertising  when  incurred.  There has been no
expenditures on advertising since inception.

8. SUBSEQUENT EVENT

On August 13, 2009,  the sole director  provided the Company with a $15,000 loan
for working  capital.  The loan is non-interest  bearing,  unsecured and without
specific terms of payment.

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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We are an exploration stage company and have generated no revenues.

We incurred operating expenses of $8,468 for the three month period ended July
31, 2009. For the same period in 2008 our operating expenses were $3,535. These
expenses consisted of general operating expenses incurred in connection with the
day to day operation of our business and the preparation and filing of our
periodic reports.

Our net loss for from inception (March 14, 2007) through July 31, 2009 was
$61,312.

In their report on our audited financial statements as at April 30, 2009, our
auditors expressed their doubt about our ability to continue as a going concern
unless we are able to raise additional capital and ultimately to generate
profitable operations.

The following table provides selected financial data about our company for the
period from the date of incorporation through July 31, 2009.

                     Balance Sheet Data:          7/31/2009
                     -------------------          ---------

                     Cash                          $   201
                     Total assets                  $   201
                     Total liabilities             $ 1,513
                     Shareholders' equity          $(1,312)

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at July 31, 2009 was $201 with outstanding liabilities of
$1,513. If we experience a shortage of cash for operations, funds may be loaned
to or invested in us by our stockholders, management or other investors.
PLAN OF OPERATION

Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a Merger Target") desiring the perceived advantages of becoming
a publicly reporting and publicly held corporation. We have no operating
business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

A common reason for a Merger Target to enter into a merger with us is the desire
to establish a public trading market for its shares. Such a company would hope
to avoid the perceived adverse consequences of undertaking a public offering
itself, such as the time delays and significant expenses incurred to comply with
the various Federal and state securities law that regulate initial public
offerings.

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<PAGE>
As a result of our limited resources, we expect to have sufficient proceeds to
effect only a single business combination. Accordingly, the prospects for our
success will be entirely dependent upon the future performance of a single
business. Unlike certain entities that have the resources to consummate several
business combinations or entities operating in multiple industries or multiple
segments of a single industry, we will not have the resources to diversify our
operations or benefit from the possible spreading of risks or offsetting of
losses. A target business may be dependent upon the development or market
acceptance of a single or limited number of products, processes or services, in
which case there will be an even higher risk that the target business will not
prove to be commercially viable.

We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.

During the next twelve months we anticipate incurring costs related to:

     (i)  filing of Exchange Act reports, and
     (ii) costs relating to identifying and consummating a transaction with a
          Merger Target.

We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in
need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.

Our officer and director are only required to devote a small portion of their
time (less than 10%) to our affairs on a part-time or as-needed basis. No
regular compensation has, in the past, nor is anticipated in the future, to be
paid to any officer or director in their capacities as such. We do not
anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.

We expect our present management to play no managerial role in our company
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect. We cannot assure you that we will find a suitable business with
which to combine.

Our principal business objective for the next 12 months and beyond such time
will be to achieve long-term growth potential through a combination with an
operating business. We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,

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<PAGE>
may acquire any type of business. The analysis of new business opportunities
will be undertaken by or under the supervision of our officer and director.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                           PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION

CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

(a) On August 7, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 7, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended April 30, 2009 a
going concern qualification in the registrant's audited financial statements.

During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,

                                       15
<PAGE>
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.

The registrant requested that Moore and Associates, Chartered furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. The letter was attached as an exhibit to the
Registrant's Form 8-K file on August 10, 2009.

b) On August 7, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-B.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-143626, at the SEC
website at www.sec.gov:

     Exhibit No.                      Description
     -----------                      -----------

        3.1         Articles of Incorporation*
        3.2         Bylaws*
       31.1         Sec. 302 Certification of Chief Executive Officer
       31.2         Sec. 302 Certification of Chief Financial Officer
       32.1         Sec. 906 Certification of Chief Executive Officer
       32.2         Sec. 906 Certification of Chief Financial Officer

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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13(a) 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.

September 4, 2009            Yellow Hill Energy Inc., Registrant


                                 /s/ Jay Jhaveri
                                 -----------------------------------------------
                             By: Jay Jhaveri
                                 (Chief Executive Officer, Secretary & Director)

In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.


/s/ Jay Jhaveri                                                September 4, 2009
---------------------------------                              -----------------
Jay Jhaveri, President & Director                                    Date
(Chief Executive Officer,
Chief Financial Officer,
Principal Accounting Officer)

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