U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-K

Mark One
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended February 28, 2009

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

     For the transition period from ______ to _______

                          COMMISSION FILE NO. 000-52660

                           URANIUM INTERNATIONAL CORP.
                           ___________________________
                 (Name of small business issuer in its charter)

                    NEVADA                                  20-1769847
                    ______                                  __________
(State or other jurisdiction of incorporation           (I.R.S. Employer
               or organization)                         Identification No.)

                       10475 PARK MEADOWS DRIVE, SUITE 600
                            LONE TREE, COLORADO 80124
                            _________________________
                    (Address of principal executive offices)

                                 (702) 279-2377
                                 ______________
                           (Issuer's telephone number)

 Securities registered pursuant to Section     Name of each exchange on which
             12(b) of the Act:                          registered:
                    NONE
                    ____

Securities registered pursuant to Section 12(g) of the Act:
                 COMMON STOCK, $0.001
                 ____________________
                   (Title of Class)

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

Check  whether the issuer (i) 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 (ii) has been
subject to such filing requirements for the past 90 days.

                                 Yes [X]    No [ ]

<PAGE>

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-K 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-K or any
amendment to this Form 10-K. [X]

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

State  issuers  revenues  for its most recent  fiscal year $ -0-.  State the
aggregate  market  value of the  voting and  non-voting  common  equity  held by
non-affiliates computed by reference to the price at which the common equity was
sold,  or the  average  bid and  asked  price  of such  common  equity,  as of a
specified  date  within the past 60 days.  May 12,  2009:  $23,971,875.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
                                       N/A

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 and 15(d) of the  Securities  Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ]


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date. Class Outstanding as of May 12, 2009
Common Stock,  $0.001  54,037,500 * *Increased from 36,025,000  shares of common
stock to 54,037,500 shares of common stock based upon the forward stock split of
1.5 shares for each one share issued and  outstanding  effected on the market as
of March 15, 2008.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                       N/A

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

                                       2
<PAGE>


                           URANIUM INTERNATIONAL CORP.
                                    FORM 10-K

INDEX

Item 1.              Business                                                  6

Item 1A.             Risk Factors                                             14

Item 1B.             Unresolved Staff Comments                                23

Item 2.              Properties                                               23

Item 3.              Legal Proceedings                                        23

Item 4.              Submission of Matters to a Vote of Security Holders      23

Item 5.              Market for Registrant's Common Equity, Related
                     Stockholder Matters and Issuer Purchases of Equity
                     Securities                                               24

Item 6.              Selected Financial Data                                  28

Item 7.              Management's Discussion and Analysis of Financial
                     Condition and Results of Operation                       30

Item 7A.             Quantity and Qualitative Disclosure About Market
                     Risks

Item 8.              Financial Statements and Supplemental Data               36

Item 9.              Changes in and Disagreements With Accountants on
                     Accounting and Financial Disclosure                      57

Item 9A.             Controls and Procedures                                  57

Item 9B              Other Information                                        59

Item 10.             Directors, Executive Officers and Corporate Governance   59

Item 11.             Executive Compensation                                   65

Item 12.             Security Ownership of Certain Beneficial Owners and
                     Management and Related Stockholder Matters               69

Item 13.             Certain Relationships and Related Transactions and
                     Director Independence                                    71

Item 14.             Principal Accountant Fees and Services                   72

Item 15.             Exhibits and Financial Statement Schedules               72


                                       3
<PAGE>

Statements  made in this Form 10-K that are not  historical or current facts are
"forward-looking  statements"  made  pursuant to the safe harbor  provisions  of
Section  27A of the  Securities  Act of 1933 (the  "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use  of  terms  such  as  "may,"  "will,"  "expect,"  "believe,"   "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such  forward-looking  statements  be  subject  to the  safe  harbors  for  such
statements.  We wish to caution  readers not to place undue reliance on any such
forward-looking  statements,   which  speak  only  as  of  the  date  made.  Any
forward-looking  statements represent  management's best judgment as to what may
occur in the future. However,  forward-looking  statements are subject to risks,
uncertainties  and important  factors beyond our control that could cause actual
results and events to differ  materially from  historical  results of operations
and events  and those  presently  anticipated  or  projected.  We  disclaim  any
obligation  subsequently  to revise any  forward-looking  statements  to reflect
events or  circumstances  after the date of such  statement  or to  reflect  the
occurrence of anticipated or unanticipated events.

AVAILABLE INFORMATION

Uranium  International  Corp. files annual,  quarterly,  current reports,  proxy
statements,  and other  information with the Securities and Exchange  Commission
(the  "Commission").  You may read and copy documents referred to in this Annual
Report on Form 10-K that have been filed with the Commission at the Commission's
Public Reference Room, 450 Fifth Street, N.W.,  Washington,  D.C. You may obtain
information  on the  operation  of the  Public  Reference  Room by  calling  the
Commission  at  1-800-SEC-0330.  You can also  obtain  copies of our  Commission
filings by going to the Commission's website at http://www.sec.gov

GLOSSARY

ADIT - A horizontal  excavation  made into a hill that is usually driven for the
purpose of intersecting or mining an ore body.

ARKOSE - a feldspar-rich sandstone.

BRECCIA  - A rock  in  which  angular  fragments  are  surrounded  by a mass  of
fine-grained minerals.

CHLORITIZATION - The conversion of or replacement by chlorite.

CUTOFF  GRADE:  The lowest grade of uranium ore, in percent  U3O8,  at a minimum
specified thickness that can be mined at a specified cost.

DIAMOND  DRILLING - a type of rotary  drilling in which diamond bits are used as
the  rock-cutting  tool to produce a  recoverable  drill core sample of rock for
observation and analysis.

ELECTRO-MAGNETIC  ("EM") SURVEY - A geophysical survey method which measures the
electromagnetic properties of rocks.

FAULT - a fracture or break in rock along which there has been movement.

                                       4
<PAGE>

FLUVIAL: Of or pertaining to a river or rivers

GAMMA  LOG - A type of survey  that  records  the  amount  of  radiation  in the
surrounding rock.

GEOPHYSICAL  SURVEY - A  scientific  method of  prospecting  that  measures  the
physical properties of rock formations.  Common properties  investigated include
magnetism, specific gravity, electrical conductivity and radioactivity.

GRADE GT - A factor used in the method to determine  the  contained  resource of
uranium  deposits.  The  number  of cubic  feet  that  comprise  1 ton of ore is
multiplied by the cut-off grade to obtain the GT (grade in %U3O8 times thickness
in ft).

GRANITE - any holocrystalline, quartz-bearing plutonic rock.

HEMATITE - An oxide of iron, and one of iron's most common ore minerals.

IGNIMBRITE - The rock formed by the widespread  deposition and  consolidation of
ash flows.

IN SITU LEACH MINING (ISL): The recovery  through  chemical  leaching of uranium
from an ore body without  physical  extraction of the ore from the ground:  also
referred to as "solution mining."

LENSE - A body of ore that is thick in the middle and tapers towards the ends.

NATIONAL  INSTRUMENT  43-101  (NI  43-101) - A rule  developed  by the  Canadian
Securities  Administrators  (CSA) and administered by the provincial  securities
commissions in Canada that governs how issuers disclose scientific and technical
information  about  their  mineral  projects  to  the  public.  It  covers  oral
statements  as well as written  documents  and  websites.  It requires  that all
disclosure be based on advice by a "qualified  person" and in some circumstances
that the  person be  independent  of the issuer and the  property.  A  qualified
person (QP) as defined in NI 43-101 as an individual  who: (i) is an engineer or
geoscientist with at least five years of experience in mineral exploration, mine
development or operation or mineral  project  assessment,  or any combination of
these; (ii) has experience relevant to the subject matter of the mineral project
and  the  technical  report;  and  (iii)  is a  member  in  good  standing  of a
professional association.

PYROCLASTIC - Produced by explosive or aerial  ejection of ash,  fragments,  and
glassy  material from a volcanic  vent.  Applied to the rocks and rock layers as
well as to the textures so formed.

ROLL FRONT DEPOSIT - A sandstone  uranium  deposit formed in an aquifer  through
which uranium bearing  groundwater flows. The uranium and other metals dissolved
in the ground  water  precipitate  out of the  ground  water and forms a uranium
deposit. Roll front deposits are most typically mined by in-situ methods.

SANDSTONE - A  medium-grained  sedimentary  rock composed of abundant rounded or
angular  fragments  of sand size set in a  fine-grained  matrix and more or less
firmly united by a cementing material

                                       5
<PAGE>

SYNCLINE - A down-arching fold in bedded rocks

TUFF - A general term for all consolidated pyroclastic rocks.

U3O8 - Triuranium  Octaoxide,  the oxide form of uranium that is the most common
chemical  form found in nature and is  commercially  mined for its uranium metal
content.

YELLOWCAKE: A natural uranium concentrate that takes its name from its color and
texture.  Yellowcake  typically  contains 70 to 90 percent U3O8 by weight. It is
used as feedstock for uranium fuel enrichment and fuel pellet fabrication.

PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Uranium  International  Corp.  was  incorporated  under the laws of the State of
Nevada in October 2004 under the name "Ancor Resources Inc." On June 4, 2007, we
filed Articles of Merger with the Nevada  Secretary of State (the "2007 Articles
of Merger"). In accordance with the terms and provisions of the 2007 Articles of
Merger:  (i) we effectuated a merger with our  wholly-owned  subsidiary,  Nu-Mex
Uranium  Corp.  as a  parent/subsidiary  merger,  whereby we were the  surviving
corporation;  (ii) the merger  became  effective as of June 6, 2007  pursuant to
Section  92A.180 of the  Nevada  Revised  Statutes;  and (iii) our  Articles  of
Incorporation  were  amended to change our name to "Nu-Mex  Uranium  Corp.".  In
accordance  with  Section  92.180 of the Nevada  Revised  Statutes,  shareholder
approval was not required.  We decided to change our name to better  reflect our
focus on exploration for uranium.

2008 ARTICLES OF MERGER

On February 24, 2008, we filed  Articles of Merger with the Nevada  Secretary of
State  (the  "2008  Articles  of  Merger").  In  accordance  with the  terms and
provisions of the 2008 Articles of Merger:  (i) we effectuated a merger with our
wholly-owned  subsidiary,  Nu-Mex Uranium Corp., as a parent/subsidiary  merger,
whereby we were the  surviving  corporation;  (ii) the merger  became  effective
February 26, 2008 pursuant to Section  92A.180 of the Nevada  Revised  Statutes;
and (iii) our  Articles  of  Incorporation  were  amended  to change our name to
"Uranium  International  Corp."  We  filed  an  amendment  to  our  Articles  of
Incorporation (the "2008 Amendment").  In accordance with the 2008 Amendment, we
changed our name to "Uranium  International  Corp." In  accordance  with Section
92.180 of the Nevada Revised Statutes, shareholder approval was not required. We
decided  to  change  our name to  further  better  reflect  our  business  as an
international  resource  exploration  company and the focus on  exploration  for
uranium.

We are  engaged  in the  business  of  acquisition  and  exploration  of uranium
properties in the United States and worldwide,  including the Kingdom of Sweden.
As of the date of this Annual Report, our main focus is now the  identification,
acquisition  and  exploration of uranium  properties,  which has resulted in the
acquisition  of  our  interest  in the  properties  discussed  below.  We are an

                                       6
<PAGE>

exploration  stage company and there is no assurance that a commercially  viable
mineral  deposit exists on any of our properties,  and that further  exploration
will be  required  before  a  final  evaluation  as to the  economic  and  legal
feasibility is determined.

Our shares of common stock trade on the  Over-the-Counter  Bulletin  Board under
the symbol "URNI" and on the Frankfurt  Exchange  under the symbol "AN4, WKN NO.
A0MUN4".

Please note that throughout this Annual Report,  and unless otherwise noted, the
words "we," "our," "us," the "Company," or "Uranium  International Corp." refers
to Uranium International Corp.

RECENT DEVELOPMENTS

MARCH 2008 FORWARD STOCK SPLIT

In  connection  with the  Articles of Merger filed on February 24, 2008 with the
Nevada  Secretary of State and the change of our name to "Uranium  International
Corp.",  we  simultaneously  effectuated  a forward  stock  split of 1.5 for one
(1.5:1) of our total  issued and  outstanding  shares of common stock (the "2008
Forward  Stock  Split").  Each of our  shareholders  holding one share of common
stock was entitled to receive an additional 1.5 shares of our restricted  common
stock.  The  additional  shares  of  our  common  stock  to  be  issued  to  the
shareholders  in  accordance  with the 2008  Forward  Stock Split were mailed on
approximately March 15, 2008 without any action on the part of the shareholders.

The 2008 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2008 Forward Stock Split was
in our best interests and of the shareholders.  In our judgment the 2008 Forward
Stock Split will further result in an increase in our trading float of shares of
common stock available for sale resulting in facilitation of investor  liquidity
and trading volume  potential.  The intent of the 2008 Forward Stock Split is to
further increase the marketability of our common stock.

The 2008  Forward  Stock Split was  effectuated  with a record date of March 11,
2008 upon filing the  appropriate  documentation  with NASDAQ.  The 2008 Forward
Stock Split  increased  our issued and  outstanding  shares of common stock from
36,025,000 to approximately 54,037,500 shares of common stock. (The total number
of shares of common stock issued and  outstanding had previously been 30,625,000
without taking into consideration any new issuances pursuant to the 2007 Forward
Stock Split).  The current  authorized share capital continued to be 375,000,000
shares of common stock with a par value of $0.001 per share. See "Item 5. Market
for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securitites."

TRANSFER AGENT

Our transfer  agent is Empire Stock  Transfer,  Inc.,  2470 Saint Rose  Parkway,
Suite 304, Henderson, Nevada 89074

                                       7
<PAGE>

CURRENT BUSINESS OPERATIONS

We are an international  resource  exploration  company currently engaged in the
acquisition  and  exploration  of uranium  projects  with the goal of developing
producing uranium operations from a portfolio of significant uranium projects.

MINERAL PROPERTIES

GEOFORUM SCANDANAVIA AB OPTION
Effective on December 9, 2008,  our Board of Directors  authorized the execution
of a letter option agreement (the "Geoforum  Option") with Geoforum  Scandanavia
AB  ("Geoforum").  Pursuant to the terms and  provisions of the Geofoum  Option,
Geoforum will grant to us an irrevocable right to acquire up to a 100% undivided
interest in four properties,  the Laisback Property,  the Pustaberget  Property,
the  Langtrask  Property  and  the  Ravergerget  Property   (collectively,   the
"Properties"), located in the Kingdom of Sweden. In furtherance of the terms and
provisions  of the  Geoforum  Option,  we shall pay to Geoforum an  aggregate of
$225,000  and issue  100,000  shares of our  restricted  common stock over seven
years as follows: (i) $25,000 upon execution of a definitive and formal purchase
and sale  agreement  on or  before  the  earlier  of the  expiration  of the due
diligence  period ending  February 28, 2009,  which date was extended to May 31,
2009  pursuant  to the verbal  agreement  between the  parties  (the  "Effective
Date");  (ii) $25,000 upon the expiration of six months from the Effective Date;
(iii) $25,000 upon the first twelve month anniversary of the Effective Date (the
"Anniversary  Date"),  and upon each and every Anniversary Date thereafter until
either the Geoforum Option is exercised and we acquire a 100% undivided interest
in the Properties or the Geofoum  Option is terminated;  (iv) issuance of 50,000
shares of our restricted  common stock upon the first  Anniversary Date; and (v)
issuance  of 50,000  shares  of our  restricted  common  stock  upon the  second
Anniversary  Date.

We will also be responsible for payment of exploration expenses of approximately
$3,700,000  over the seven year period as follows:  (i) after the Effective Date
and prior to the first Anniversary  Date,  $300,000 in work  expenditures;  (ii)
between the first and second Anniversary  Dates,  $400,000 in work expenditures;
(iii)  between  the third  and  seventh  Anniversary  Date,  $3,000,000  in work
expenditures. We also have the option to extend the period in which to incur the
$3,000,000 in work expenditures  between the third and seventh  Anniversary date
by up to a further two years by paying Geoforum an additional  $100,000 for each
year to be  extended.  See "Item 7.  Management's  Discussion  and  Analysis  of
Financial Condition and Results of Operation - Material Commitments"

We entered into the Geofoum  Option with the intent of acquiring  and  exploring
the  Properties  for  uranium.  We have until May 31,  2009 to  conduct  our due
diligence and if advisable to enter into a definitive agreement.


TRANS ATLANTIC METAL AG OPTION

Effective on January 15, 2009,  our Board of Directors  authorized the execution
of a letter of intent option agreement (the "Trans Atlantic  Option") with Trans
Atlantic Metals AG ("Trans Atlantic").  Geoforum  Scandanavia AB ("Geoforum") is

                                       8
<PAGE>

the sole legal and beneficial owner of a 100% undivided  interest in and to four
properties, the Bjorklund Property, the Labbas Property, the Marrviken Property,
and the Staverberget Property  (collectively,  the "Trans Atlantic Properties"),
located in the  Kingdom  of Sweden.  Geoforum  had  previously  granted to Trans
Atlantic  Metals an  exclusive  option to acquire a 100%  interest  in the Trans
Atlantic  Properties  pursuant to an option agreement dated August 16, 2006 (the
"Geoforum - Trans Atlantic Option Agreement").

Therefore,  in accordance  with the terms and  provisions of the Trans  Atlantic
Option:  (i) Trans Atlantic has granted to us an irrevocable right to acquire up
to an 80% undivided interest in and to the Trans Atlantic Properties, subject to
a 3% net  smelter  royalty  which  shall be divided on the basis of 1% for Trans
Atlantic  and 2% for  Geoforum;  and (ii) we shall  have  until May 31,  2009 to
complete  a due  diligence  review  and  investigation  of  the  Trans  Atlantic
Properties and to enter into a definitive option  agreement.  In accordance with
further terms and provisions of the Trans Atlantic Option,  we shall: (i) pay to
Trans  Atlantic an aggregate of $75,000  within the first year, of which $25,000
shall be paid  upon  execution  of the 2009  Option  Agreement  (the  "Effective
Date"),  which has as of the date of this Annual  Report been paid;  (ii) within
two years from the Effective Date, issue to Trans Atlantic an aggregate  100,000
shares of our restricted common stock; (iii) within two years from the Effective
Date, incur exploration expenses of $700,000, pursuant to which we shall acquire
from Trans Atlantic a 51% interest in and to the Trans Atlantic Properties;  and
(iv) within  seven years from the  Effective  Date,  incur  further  exploration
expenses of  $3,000,000,  pursuant to which we shall acquire from Trans Atlantic
the remaining 29% interest in and to the Properties.  See "Item 7.  Management's
Discussion  and  Analysis of  Financial  Condition  and  Results of  Operation -
Material  Commitments"

We entered  into the Trans  Atlantic  Option with the intent of  exercising  the
Trans Atlantic Option and subsequently  entering into a joint venture  agreement
with Trans Atlantic to jointly  develop the  properties  currently held by Trans
Atlantic.

CONTINENTAL PRECIOUS MINERALS INC.

Effective on April 23, 2009, our Board of Directors  authorized the execution of
a letter agreement (the  "Agreement")  with Continental  Precious  Minerals Inc.
("CPM").  In accordance with the terms and provisions of the Agreement,  we will
purchase  a total  of  thirteen  exploration  licenses  covering  eight  uranium
deposits held by CPM in Sweden (collectively,  the "Licenses"). The Agreement is
subject to due  diligence  review by us,  which is to be completed by August 30,
2009. Upon completion of successful due diligence,  we anticipate closing of the
Agreement by approximately August 31, 2009 (the "Closing").

In accordance  with the terms and provisions of the  Agreement,  an initial cash
payment  of  $25,000  will be paid by us to CPM  (which  as of the  date of this
Annual Report has been paid).  In furtherance of the terms and provisions of the
Agreement  and upon  completion  of  satisfactory  due  diligence and Closing by
approximately  August 31, 2009:  (i) we shall make a further cash payment to CPM
of  $7,500,000;  (ii) we shall issue to CPM 6,000,000  shares of our  restricted
common  stock;  and (iii) we shall grant and  deliver  warrants  exercisable  to
purchase up to 1,000,000 shares of our restricted common stock at the conversion
price of $1.00 per share  exercisable for a period of two years from the date of
issuance.  See  "Item 7.  Management's  Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operation  -  Material  Commitments"

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<PAGE>

At the first anniversary date of the Closing, we shall make a further payment to
CPM of $7,500,000  and CPM will transfer to us its right,  title and interest to
the Licenses.

STRATHMORE RESOURCES (US) INC.
NOSE ROCK PROPERTY/DALTON PASS PROPERTY

Effective  June 18, 2007,  our Board of Directors  authorized the execution of a
letter of intent  dated June 14, 2007 (the "Letter of Intent")  with  Strathmore
Resources (US) Inc.  ("Strathmore").  The Letter of Intent established the basic
terms upon which we would be prepared to enter into an option and joint  venture
with  Strathmore to explore and, if warranted,  develop  Strathmore's  Nose Rock
properties  located  northeast of Crown Point within the Grants  Mineral Belt in
the  State  of  New  Mexico   (collectively,   the  "Nose  Rock  Property")  and
Strathmore's Dalton Pass properties between the Church Rock and Crown Point. Our
Board of  Directors  approved  the  execution  of an option  and  joint  venture
agreement  dated  September  14, 2007 (the "Nose Rock  Option and Joint  Venture
Agreement") with Strathmore.  Our Board of Directors also approved the execution
of an option and joint venture agreement dated October 5, 2007 (the "Dalton Pass
Option and Joint Venture  Agreement") with Strathmore.

Pursuant to the terms of the Nose Rock Option and Joint Venture  Agreement:  (i)
Strathmore  granted  to us the sole and  exclusive  right to acquire up to a 65%
interest  in the Nose Rock  Property;  (ii) we paid  $250,000 to  Strathmore  on
September  14, 2007 (the  "Effective  Date");  and (iii) we issued to Strathmore
7,500,000 shares of our restricted common stock on the Effective Date.  Pursuant
to the terms  and  provisions  of the  Dalton  Pass  Option  and  Joint  Venture
Agreement:  (i) Strathmore granted us the sole and exclusive right and option to
acquire up to a 65%  interest  in the  Dalton  Pass  Property:  and (ii) we paid
$250,000 to Strathmore.

In accordance  with the further terms and provisions of the Nose Rock Option and
Joint Venture  Agreement,  we were required to incur a minimum of $44,500,000 in
work  expenditures  on the Nose Rock Property in  accordance  with the following
schedule:  (i)  $1,000,000 on or before the first  anniversary  of the Effective
Date;  (ii) a further  $1,000,000  on or before  the second  anniversary  of the
Effective Date; (iii) a further $1,500,000 on or before the third anniversary of
the  Effective  Date;  (iv)  a  further  $10,000,000  on or  before  the  fourth
anniversary of the Effective  Date;  (v) a further  $10,000,000 on or before the
fifth  anniversary of the Effective  Date; and (vi) a further  $10,000,000 on or
before  the  sixth  anniversary  of the  Effective  Date;  and  (vii) a  further
$11,000,000  on or before the seventh  anniversary  of the  Effective  Date.

In accordance  with the further  terms and  provisions of the Dalton Pass Option
and Joint Venture Agreement,  we were required to incur a minimum of $16,750,000
in work expenditures on the Dalton Pass Property (the  "Expenditures")  and make
additional  payments of  $1,000,000 in cash or stock to Strathmore in accordance
with the following schedule: (i) $1,000,000 in Expenditure Costs plus a $250,000
payment in cash or stock on or before October 5, 2008; (ii) a further $2,000,000
in Expenditure Costs plus a $250,000 payment in cash or stock on or before on or
October 5, 2009; (iii) a further $2,750,000 in Expenditure Costs plus a $250,000
payment in cash or stock on or before October 5, 2010; (iv) a further $3,000,000
in  Expenditure  Costs  plus a  $250,000  payment  in cash or stock on or before


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October 5, 2011;  (v) a further  $4,000,000  in  Expenditure  Costs on or before
October 5, 2012; and (vi) a further $4,000,000 in Expenditure Costs on or before
October 5, 2013.

TERMINATION  OF NOSE ROCK  OPTION AND JOINT  VENTURE  AGREEMENT  AND DALTON PASS
OPTION AND JOINT VENTURE AGREEMENT.

Effective  November  17,  2008,  we entered into a  termination  agreement  with
Strathmore (the "Termination  Agreement"),  pursuant to which the parties agreed
that the Nose Rock Option and Joint Venture Agreement and the Dalton Pass Option
and Joint Venture Agreement were both terminated. The Nose Rock Option Agreement
was  terminated  as a result of us not  providing  the  7,500,000  shares of our
restricted  common stock to  Strathmore.  The Dalton Pass Option  Agreement  was
terminated as a result of us not incurring the $1,000,000 of expenditure  costs,
which non-incurrence was due to events or circumstances beyond our control. As a
result of the Termination  Agreement,  the 7,500,000 shares of restricted common
stock issued to Strathmore have been returned to treasury for cancellation. As a
further  result  of the  Termination  Agreement,  the  parties  agreed  that all
obligations and duties of the respective  parties under the Nose Rock Option and
Joint Venture  Agreement and the Dalton Pass Option and Joint Venture  Agreement
have been  terminated.  See "Item 5.  Market  for  Registrant's  Common  Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securitites."

Our ability to continue to complete  planned  exploration  activities and expand
acquisitions  and explore mining  opportunities is dependent on adequate capital
resources being available and further sources of debt and equity being obtained.

ACQUISITION AND EXPLORATION OF URANIUM PROPERTIES

The requirement to raise further funding for uranium acquisition and exploration
beyond  that  obtained  for the next six month  period may be  dependent  on the
outcome of geological  and  engineering  testing  occurring  over this interval.
Based  upon the  completion  of  current  property  evaluations,  and if results
provide the basis to continue and geological studies indicate high probabilities
of sufficient uranium production quantities, we will attempt to raise capital to
further our programs,  build  production  infrastructure,  and raise  additional
capital for further acquisitions. This includes the following activity:

     o    Review all available information and studies.

     o    Digitize all available factual information.

     o    Complete an NI 43-101  Compliant  Report  with a  qualified  geologist
          familiar with uranium mineralization in the Kingdom of Sweden.

     o    Determine  feasibility  and  amenability of extracting the uranium ore
          via an ISL operation.

     o    Create investor communications materials, corporate identity.

     o    Raise funding for uranium exploration.

     o    Target  further  leases for  exploration  potential and obtain further
          funding to acquire new targets.


                                       11
<PAGE>


MATERIAL AGREEMENTS

VIARD CONSULTING SERVICES

Effective February 11, 2009, our Board of Directors authorized the engagement of
Viard  Consulting  Services  ("VCS") in accordance with the terms and provisions
set  forth in that  certain  letter  agreement  dated  February  11,  2009  (the
"Agreement").  We engaged VCS to rendered services and related reports to use in
order to ensure compliance with Section 404 of the  Sarbanes-Oxley  Act of 2002.
In accordance with the terms and provisions of the Agreement,  VCS shall perform
certain services including, but not limited to, the following: (i) re-assess our
existing  controls and  business  cycles and conduct a risk  assessment  on each
cycle for fiscal year 2009 for audit attestation;  (ii) conduct a full review of
the  management  governance  process;  (iii)  assemble a project team to conduct
evaluations;  (iv) define  significant  processes,  materiality  and fraud;  (v)
document and evaluate  internal  controls at the entity-wide  level; (vi) assist
management  in   development   of  policies  and   procedures;   (vii)  identify
deficiencies; (viii) develop and execute independent testing procedures and (ix)
summarize  findings  and  report  to  Board  of  Directors  and  management.  In
furtherance of the terms and  provisions of the Agreement,  we agreed to pay VCS
an hourly rate of $155.

COMPETITION

We operate in a highly  competitive  industry,  competing  with other mining and
exploration  companies,  and institutional and individual  investors,  which are
actively  seeking  uranium based  exploration  properties  throughout  the world
together  with the  equipment,  labour and  materials  required to exploit  such
properties.  Many  of  our  competitors  have  financial  resources,  staff  and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial  ability to cost effectively  acquire prime uranium
exploration  prospects  and then exploit  such  prospects.  Competition  for the
acquisition of uranium exploration  properties is intense,  with many properties
available in a competitive  bidding  process in which we may lack  technological
information or expertise  available to other bidders.  Therefore,  we may not be
successful in acquiring and developing profitable properties in the face of this
competition.  No  assurance  can be given that a  sufficient  number of suitable
uranium   exploration   properties   will  be  available  for   acquisition  and
development.

URANIUM EXPLORATION REGULATION

Our uranium exploration activities are, or will be, subject to extensive foreign
laws and regulations  governing  prospecting,  exports,  taxes, labor standards,
occupational  health,   waste  disposal,   protection  and  remediation  of  the
environment,  protection of endangered and protected species, mine safety, toxic
substances and other matters.  Uranium  exploration is also subject to risks and


                                       12
<PAGE>

liabilities  associated  with pollution of the environment and disposal of waste
products occurring as a result of uranium exploration and production. Compliance
with these laws and  regulations  may  impose  substantial  costs on us and will
subject us to significant  potential  liabilities.  Changes in these regulations
could  require us to expend  significant  resources  to comply  with new laws or
regulations or changes to current requirements and could have a material adverse
effect on our business operations.

Exploration  activities are subject to certain  environmental  regulations which
may prevent or delay the  commencement  or  continuance of our  operations.  Our
activities  may be  subject  to  certain  federal,  state  and  local  laws  and
regulations,  relating to environmental quality and pollution control. Such laws
and regulations  increase the costs of these activities and may prevent or delay
the commencement or continuance of a given operation. Compliance with these laws
and  regulations  does  not  appear  to have a  future  material  effect  on our
operations or financial  condition to date.  Specifically,  we may be subject to
legislation  regarding  emissions  into the  environment,  water  discharges and
storage and disposition of hazardous wastes. However, such laws and regulations,
whether national or local,  are frequently  changed and we are unable to predict
the ultimate cost of compliance.  Generally,  environmental  requirements do not
appear to affect us any  differently  or to any  greater or lesser  extent  than
other companies in the industry and our current  operations have not expanded to
a  point  where  either  compliance  or cost of  compliance  with  environmental
regulation is a  significant  issue for us. Costs have not been incurred to date
with  respect  to  compliance  with  environmental  laws but such  costs  may be
expected to increase with an increase in scale and scope of exploration.

Uranium exploration operations are subject to comprehensive regulation which may
cause  substantial  delays  or  require  capital  outlays  in  excess  of  those
anticipated  causing  an  adverse  effect on our  business  operations.  Uranium
exploration  operations are subject to foreign,  federal,  state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural  resources  from the ground and the  discharge of materials  into the
environment.  Uranium exploration operations are also subject to federal, state,
and  local  laws and  regulations  which  seek to  maintain  health  and  safety
standards  by  regulating  the design and use of mining  methods and  equipment.
Various permits from government  bodies are required for mining operations to be
conducted;  no  assurance  can be given  that  such  permits  will be  received.
Environmental  standards imposed by federal,  state, or local authorities may be
changed  and  any  such  changes  may  have  material  adverse  effects  on  our
activities.  Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated,  thus causing an adverse
effect on us.  Additionally,  we may be subject to  liability  for  pollution or
other  environmental  damages  which we may elect not to insure  against  due to
prohibitive  premium  costs and  other  reasons.  As of the date of this  Annual
Report,  we have not been  required to spend any material  amount on  compliance
with  environmental  regulations.  However,  we may be  required to do so in the
future and this may affect our ability to expand or maintain our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research  and  development  expenditures  have been  incurred,  either on our
account or sponsored by customers, during the past three years.


                                       13
<PAGE>


EMPLOYEES

We do not employ any  persons on a  full-time  or on a  part-time  basis.  Marek
Kreczmer is our President and Chief Executive Officer, and William Thomas is our
Chief  Financial   Officer  and  Treasurer.   These  individuals  are  primarily
responsible for all of our day-to-day operations. Other services are provided by
outsourcing and consultant and special purpose contracts.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very  significant  risks.
You should carefully  consider the following risks and uncertainties in addition
to  other  information  in  evaluating  our  company  and  its  business  before
purchasing  shares of our common  stock.  Our  business,  operating  results and
financial condition could be seriously harmed due to any of the following risks.
The risks  described  below are all of the material  risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also  impair  our  business  operations.  You could lose all or part of your
investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

     WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.

We will  require  significant  additional  financing  in order to  continue  our
exploration  activities and our  assessment of the  commercial  viability of our
uranium  properties.  Furthermore,  if  the  costs  of our  planned  exploration
programs  are greater than  anticipated,  we may have to seek  additional  funds
through  public or  private  share  offerings  or  arrangements  with  corporate
partners. There can be no assurance that we will be successful in our efforts to
raise  these  require  funds,  or on terms  satisfactory  to us.  The  continued
exploration of current and future uranium  properties and the development of our
business will depend upon our ability to establish the  commercial  viability of
our uranium  properties and to ultimately  develop cash flow from operations and
reach profitable  operations.  We currently are in the exploration  stage and we
have no revenue from  operations and we are  experiencing  significant  negative
cash flow.  Accordingly,  the only other sources of funds presently available to
us are  through  the sale of  equity  and  advances  from  related  parties.  We
presently believe that debt financing will not be an alternative to us as all of
our properties are in the exploration stage.  Alternatively,  we may finance our
business by offering an interest in any of our future  uranium  properties to be
earned  by  another  party or  parties  carrying  out  further  exploration  and
development  thereof or to obtain project or operating  financing from financial
institutions, neither of which is presently intended. If we are unable to obtain
this  additional  financing,  we will not be able to  continue  our  exploration
activities  and  our  assessment  of the  commercial  viability  of our  uranium
properties. Further, if we are able to establish that development of our uranium
properties is commercially  viable, our inability to raise additional  financing
at this stage would result in our inability to place our uranium properties into
production  and  recover  our  investment.  We  may  not  discover  commercially
exploitable  quantities  of uranium on our  properties  that would  enable us to
enter into commercial production,  and achieve revenues and recover the money we
spend on exploration.

Our  properties  do not contain  reserves  in  accordance  with the  definitions
adopted by the  Securities  and Exchange  Commission,  and there is no assurance
that any exploration  programs that we out will establish reserves.  Our uranium


                                       14
<PAGE>

properties are in the exploration  stage as opposed to the development stage and
have no known body of economic mineralization. The known mineralization at these
projects  has  not yet  been  determined,  and may  never  be  determined  to be
economic.  We plan to conduct  further  exploration  activities  on our  uranium
properties,  which future  exploration may include the completion of feasibility
studies necessary to evaluate whether commercial  mineable uranium exists on any
of our properties. There is a substantial risk that these exploration activities
will not  result  in  discoveries  of  commercially  recoverable  quantities  of
uranium. Any determination that our properties contain commercially  recoverable
quantities   of  uranium  may  not  be  reached   until  such  time  that  final
comprehensive  feasibility  studies have been  concluded  that  establish that a
potential mine is likely to be economical.  There is a substantial risk that any
preliminary or final feasibility  studies carried out by us will not result in a
positive   determination   that  our  uranium  properties  can  be  commercially
developed.

     OUR   EXPLORATION   ACTIVITIES  ON  OUR  URANIUM   PROPERTIES  MAY  NOT  BE
     COMMERCIALLY  SUCCESSFUL,  WHICH  COULD  LEAD US TO  ABANDON  OUR  PLANS TO
     DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our  long-term  success  depends  on  our  ability  to  establish   commercially
recoverable  quantities of uranium on our properties  that can then be developed
into  commercially  viable  mining  operations.  Mineral  exploration  is highly
speculative  in nature,  involves many risks and is  frequently  non-productive.
These risks include unusual or unexpected geologic formations, and the inability
to obtain  suitable or adequate  machinery,  equipment or labor.  The success of
uranium exploration is determined in part by the following factors:

     o    identification  of  potential   mineralization  based  on  superficial
          analysis;
     o    availability of government-granted exploration permits;
     o    the quality of management and geological and technical expertise; and
     o    the capital available for exploration.

Substantial  expenditures are required to establish proven and probable reserves
through drilling and analysis,  to develop processes to extract the uranium, and
to develop the mining and processing facilities and infrastructure at any chosen
site. Whether a uranium deposit will be commercially  viable depends on a number
of factors, which include, without limitation,  the particular attributes of the
deposit,  such as size, grade and proximity to  infrastructure;  uranium prices,
which  fluctuate  widely;  and  government   regulations,   including,   without
limitation,  regulations relating to prices, taxes, royalties, land tenure, land
use,  importing and exporting of uranium and  environmental  protection.  We may
invest significant  capital and resources in exploration  activities and abandon
such investments if it is unable to identify  commercially  exploitable  uranium
reserves.  The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any  assurance to  investors  that we will  discover or acquire any  mineralized
uranium in sufficient  quantities on any of our properties to justify commercial
operations.  Further,  we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially  recoverable quantities
of uranium on our properties.


                                       15
<PAGE>


     URANIUM PRICES MAY NOT SUPPORT CORPORATE PROFIT.

Uranium  prices  have  been  highly  volatile,  and  are  affected  by  numerous
international economic and political factors which we have no control. The price
of uranium  has varied  over the last four years from  approximately  $10.00 per
pound to a high of  $138.00  per  pound to the  current  price of  approximately
$51.00 per pound.  Uranium is  primarily  used for power  generation  in nuclear
power plants,  and the number of customers is somewhat  limited in comparison to
other global  commodities.  The price of uranium is affected by numerous factors
beyond our control,  including the demand for nuclear power,  increased supplies
from both  existing  and new  uranium  mines,  sales of  uranium  from  existing
government  stockpiles,  and  political and economic  conditions.  Our long-term
success  is  highly  dependent  upon  the  price  of  uranium,  as the  economic
feasibility of any ore body discovered on its properties  would in large part be
determined by the  prevailing  market price of uranium.  If a profitable  market
does not exist, we could have to cease operations.

     OUR BUSINESS IS DIFFICULT TO EVALUATE  BECAUSE WE HAVE A LIMITED  OPERATING
     HISTORY.

In considering  whether to invest in our common stock,  you should consider that
our  inception  was October 11,  2004 and,  as a result,  there is only  limited
historical financial and operating  information  available on which to base your
evaluation of our performance.  In addition,  we have only recently  acquired or
will acquire our primary uranium exploration prospects located in New Mexico and
elsewhere with limited experience in early stage exploration efforts.

     WE HAVE A HISTORY OF  OPERATING  LOSSES AND THERE CAN BE NO  ASSURANCES  WE
     WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses,  expect to continue to incur losses,  and
may never be  profitable,  and we must be  considered  to be in the  exploration
stage.  Further,  we have been  dependent on sales of our equity  securities and
debt financing to meet our cash  requirements.  We have incurred losses totaling
approximately  $15,155,373  from  October 11, 2004  (inception)  to February 29,
2008. As of February 29, 2008, we had an accumulated  deficit of $23,841,176 and
had  incurred  losses of  approximately  $8,685,803  during  fiscal  year  ended
February 29, 2009.  Further, we do not expect positive cash flow from operations
in the near term. There is no assurance that actual cash  requirements  will not
exceed our estimates.  In particular,  additional capital may be required in the
event that: (i) the costs to acquire additional  uranium  exploration claims are
more than we currently  anticipate;  (ii)  exploration  and or future  potential
mining costs for additional claims increase beyond our expectations; or (iii) we
encounter greater costs associated with general and  administrative  expenses or
offering costs.

     FUTURE   PARTICIPATION  IN  AN  INCREASED  NUMBER  OF  URANIUM  EXPLORATION
     PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

The  uncertainty  and factors  described  throughout this section may impede our
ability to  economically  discover,  acquire,  develop  and/or  exploit  uranium
prospects.  As a result, we may not be able to achieve or sustain  profitability
or positive cash flows from operating activities in the future.


                                       16
<PAGE>


The  financial  statements  for the fiscal  years  ended  February  29, 2009 and
February 28, 2008 have been prepared "assuming that the Company will continue as
a going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.  Our ability
to continue as a going  concern is  dependent on raising  additional  capital to
fund our operations and ultimately on generating future  profitable  operations.
There can be no assurance  that we will be able to raise  sufficient  additional
capital or eventually  have positive cash flow from operations to address all of
our cash flow needs. If we are not able to find  alternative  sources of cash or
generate positive cash flow from operations,  our business and shareholders will
be materially and adversely affected.  See "Item 7. Management's  Discussion and
Analysis of Financial Condition and Results of Operation - Going Concern."

     WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical  losses from  operations,  we will require  additional
funding  in the  future.  If we cannot  obtain  capital  through  financings  or
otherwise,  our  ability to execute  our  exploration  programs  will be greatly
limited.  The terms and  provisions of the  respective  Geoforum  Option,  Trans
Atlantic  Option and the CPM  Agreement and our current plans require us to make
substantial capital  expenditures for the exploration of our uranium exploration
properties.  Historically, we have funded our operations through the issuance of
equity and short-term debt financing arrangements.  We may not be able to obtain
additional  financing on favorable  terms,  if at all. Our future cash flows and
the  availability  of  financing  will be  subject  to a  number  of  variables,
including potential production and the market prices of uranium.  Further,  debt
financing  could  lead to a  diversion  of cash flow to  satisfy  debt-servicing
obligations and create restrictions on business operations.  If we are unable to
raise  additional  funds,  it would  have a  material  adverse  effect  upon our
operations.

     AS PART OF OUR GROWTH  STRATEGY,  WE INTEND TO ACQUIRE  ADDITIONAL  URANIUM
     EXPLORATION PROPERTIES.

Such  acquisitions  may  pose  substantial  risks  to  our  business,  financial
condition, and results of operations. In pursuing acquisitions,  we will compete
with other companies,  many of which have greater  financial and other resources
to  acquire  attractive  properties.  Even  if we are  successful  in  acquiring
additional  properties,  some of the properties may not produce positive results
of  exploration,  or we may not complete  exploration of such  prospects  within
specified  time periods may cause the  forfeiture of the lease in that prospect.
There  can be no  assurance  that we will  be  able  to  successfully  integrate
acquired properties, which could result in substantial costs and delays or other
operational,  technical,  or financial  problems.  Further,  acquisitions  could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

     WE ARE  RELATIVELY  A NEW  ENTRANT  INTO THE URANIUM  EXPLORATION  INDUSTRY
     WITHOUT PROFITABLE OPERATING HISTORY.

Since inception,  our activities have been limited to organizational efforts and
obtaining  working  capital.  It has only  been  since  2007  that our  business
operations  and focus is on acquiring  and  developing a very limited  number of
properties.  As a result,  there is limited information  regarding production or


                                       17
<PAGE>

revenue  generation.  As a result,  our  future  revenues  may be  limited.  The
business of uranium  acquisition and exploration is subject to many risks and if
uranium is found in economic production quantities,  the potential profitability
of future possible mining ventures depends upon factors beyond our control.  The
potential  profitability of mining uranium properties if economic  quantities of
uranium is found is  dependent  upon many  factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground and water conditions and
adverse claims to water rights;  (ii) geological  problems;  (iii) metallurgical
and other  processing  problems;  (iv) the  occurrence  of  unusual  weather  or
operating  conditions  and other force majeure  events;  (v) lower than expected
grades of uranium; (vi) accidents;  (vii) delays in the receipt of or failure to
receive necessary  government  permits;  (viii) delays in  transportation;  (ix)
labor disputes; (x) government permit restrictions and regulation  restrictions;
(xi)  unavailability  of  materials  and  equipment;  and (xii) the  failure  of
equipment  or  processes  to  operate  in  accordance  with   specifications  or
expectations.

     THE RISKS  ASSOCIATED  WITH  EXPLORATION  AND, IF APPLICABLE,  MINING COULD
     CAUSE PERSONAL  INJURY OR DEATH,  ENVIRONMENTAL  DAMAGE,  DELAYS IN MINING,
     MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

We  are  not  currently  engaged  in  mining  operations  because  we are in the
exploration  phase  and  have not yet any  proved  uranium  reserves.  We do not
presently  carry  property and liability  insurance.  Cost  effective  insurance
contains  exclusions and  limitations on coverage and may be unavailable in some
circumstances.

     THE URANIUM EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE
     IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL.

The uranium  exploration  and mining industry is intensely  competitive,  and we
compete  with  other  companies  that  have  greater  resources.  Many of  these
companies not only explore for and produce uranium,  but also market uranium and
other products on a regional,  national or worldwide basis.  These companies may
be able to pay more for productive uranium properties and exploratory  prospects
or define,  evaluate,  bid for and purchase a greater  number of properties  and
prospects  than our  financial or human  resources  permit.  In addition,  these
companies may have a greater ability to continue  exploration  activities during
periods of low uranium  market  prices.  Our larger  competitors  may be able to
absorb the burden of present and future foreign, federal, state, local and other
laws and regulations  more easily than we can, which would adversely  affect our
competitive  position.  Our  ability to  acquire  additional  properties  and to
discover  productive  prospects in the future will be dependent upon our ability
to evaluate and select suitable  properties and to consummate  transactions in a
highly competitive environment. In addition, because we have fewer financial and
human resources than many companies in our industry, we may be at a disadvantage
in bidding for exploratory prospects and producing uranium properties.

     THE  MARKETABILITY  OF URANIUM WILL BE AFFECTED BY NUMEROUS  FACTORS BEYOND
     OUR CONTROL  WHICH MAY RESULT IN US NOT  RECEIVING  AN  ADEQUATE  RETURN ON
     INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.


                                       18
<PAGE>


The  marketability  of uranium which may be acquired or discovered by us will be
affected  by  numerous  factors  beyond  our  control.   These  factors  include
macroeconomic factors,  market fluctuations in commodity pricing and demand, the
proximity and capacity of natural  resource  markets and  processing  equipment,
governmental  regulations,  land tenure,  land use,  regulation  concerning  the
importing and exporting of uranium and environmental protection regulations. The
exact  effect  of  these  factors  cannot  be  accurately  predicted,   but  the
combination  of these factors may result in us not receiving an adequate  return
on invested capital to be profitable or viable.

     URANIUM MINING  OPERATIONS ARE SUBJECT TO COMPREHENSIVE  REGULATION,  WHICH
     MAY CAUSE SUBSTANTIAL  DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
     ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS OPERATIONS.

If economic  quantities  of uranium is found by us in  sufficient  quantities to
warrant  mining  operations,  such  mining  operations  are  subject to foreign,
federal,  state,  and local laws relating to the protection of the  environment,
including laws regulating  removal of natural  resources from the ground and the
discharge of materials into the environment.  Uranium mining operations are also
subject to foreign, federal, state, and local laws and regulations which seek to
maintain health and safety  standards by regulating the design and use of mining
methods and equipment.  Various permits from government  bodies are required for
mining  operations to be conducted;  no assurance can be given that such permits
will be received.  Environmental  standards imposed by federal,  provincial,  or
local  authorities may be changed and any such changes may have material adverse
effects  on our  activities.  Moreover,  compliance  with  such  laws may  cause
substantial  delays or require capital  outlays in excess of those  anticipated,
thus  resulting in an adverse effect on us.  Additionally,  we may be subject to
liability for pollution or other environmental damages which we may elect not to
insure  against due to prohibitive  premium costs and other reasons.  To date we
have  not  been  required  to  spend   material   amounts  on  compliance   with
environmental  regulations.  However,  we may be required to do so in future and
this may affect our ability to expand or maintain our operations.

     URANIUM   EXPLORATION   AND  MINING   ACTIVITIES  ARE  SUBJECT  TO  CERTAIN
     ENVIRONMENTAL  REGULATIONS,  WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR
     CONTINUANCE OF OUR OPERATIONS.

Uranium  exploration and future potential  uranium mining operations are or will
be  subject  to  stringent  federal,  state,  provincial,  and  local  laws  and
regulations  relating to improving or  maintaining  environmental  quality.  Our
global  operations  are also  subject  to many  environmental  protection  laws.
Environmental  laws often require  parties to pay for remedial  action or to pay
damages regardless of fault. Environmental laws also often impose liability with
respect to  divested  or  terminated  operations,  even if the  operations  were
terminated or divested of many years ago.

Future potential  uranium mining operations and current  exploration  activities
are or will be subject to extensive laws and regulations governing  prospecting,
development,  production, exports, taxes, labor standards,  occupational health,
waste  disposal,  protection and remediation of the  environment,  protection of
endangered  and  protected  species,  mine safety,  toxic  substances  and other
matters. Uranium mining is also subject to risks and liabilities associated with
pollution  of the  environment  and  disposal of waste  products  occurring as a
result of uranium  exploration  and  production.  Compliance with these laws and
regulations  will  impose  substantial  costs  on  us  and  will  subject  us to
significant potential liabilities.


                                       19
<PAGE>


     COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY INCREASE
     WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

We believe that our operations currently comply, in all material respects,  with
all applicable environmental  regulations.  However, we are not fully insured at
the current date against possible environmental risks.

     ANY CHANGE IN  GOVERNMENT  REGULATION/ADMINISTRATIVE  PRACTICES  MAY HAVE A
     NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws,  regulations,  policies  or current  administrative  practices  of any
government   body,   organization   or  regulatory   agency  in  any  applicable
jurisdiction,  may be changed,  applied or  interpreted  in a manner  which will
fundamentally alter our ability to carry on business.  The actions,  policies or
regulations, or changes thereto, of any government body or regulatory agency, or
other special interest groups,  may have a detrimental  effect on us. Any or all
of these  situations may have a negative impact on our ability to operate and/or
our profitably.

     WE MAY BE  UNABLE  TO  RETAIN  KEY  EMPLOYEES  OR  CONSULTANTS  OR  RECRUIT
     ADDITIONAL QUALIFIED PERSONNEL.

Our  extremely  limited  personnel  means  that we  would be  required  to spend
significant  sums of money to locate and train new employees in the event any of
our employees resign or terminate their  employment with us for any reason.  Due
to our  limited  operating  history and  financial  resources,  we are  entirely
dependent  on the  continued  service  of Marek  Kreczmer,  our  President/Chief
Executive  Officer  and a  director,  and William  Thomas,  our Chief  Financial
Officer and a director. Further, we do not have key man life insurance on any of
these individuals. We may not have the financial resources to hire a replacement
if any of our  officers  were  to  die.  The  loss of  service  of any of  these
employees could therefore significantly and adversely affect our operations.

     OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officers and directors  serve only part time and are subject to conflicts of
interest.  Each of our executive  officers and  directors  serves only on a part
time basis.  Each devotes part of his working time to other business  endeavors,
including  consulting  relationships  with  other  corporate  entities,  and has
responsibilities  to these other entities.  Such conflicts  include deciding how
much time to  devote  to our  affairs,  as well as what  business  opportunities
should be  presented  to us.  Because of these  relationships,  our officers and
directors may be subject to conflicts of interest.

     NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM
     CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors  will not be liable to us or
our  stockholders  for monetary  damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all


                                       20
<PAGE>

persons  against all damages  incurred in  connection  with our  business to the
fullest extent provided or allowed by law. The  exculpation  provisions may have
the effect of  preventing  stockholders  from  recovering  damages  against  our
officers  and  directors  caused by their  negligence,  poor  judgment  or other
circumstances.  The indemnification provisions may require us to use our limited
assets to defend our officers and directors  against  claims,  including  claims
arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

     SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK INTO THE PUBLIC
     MARKET BY CERTAIN  STOCKHOLDERS MAY RESULT IN SIGNIFICANT DOWNWARD PRESSURE
     ON THE PRICE OF OUR COMMON  STOCK AND COULD  AFFECT YOUR ABILITY TO REALIZE
     THE CURRENT TRADING PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of our common stock in the public market
by certain  stockholders  could  cause a  reduction  in the market  price of our
common stock. As of the date of this Annual Report, we have 54,037,500 shares of
common  stock  issued  and  outstanding.  Of the  total  number  of  issued  and
outstanding shares of common stock,  certain  stockholders are able to resell up
to  4,125,000  pre-Forward  Stock Split  (30,937,500  post-Forward  Stock Split)
shares of our common  stock  pursuant  to the  Registration  Statement  declared
effective on May 10, 2006 and are  available  for  immediate  resale which could
have an adverse effect on the price of our common stock.

As of the date of this Annual Report, there are 22,075,000 outstanding shares of
our common stock that are restricted  securities as that term is defined in Rule
144 under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").
Although the Securities Act and Rule 144 place certain  prohibitions on the sale
of  restricted  securities,  restricted  securities  may be sold into the public
market  under  certain  conditions.  See "Item 5.  Market for Common  Equity and
Related Stockholder Matters."

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

     THE  TRADING  PRICE OF OUR  COMMON  STOCK ON THE OTC  BULLETIN  BOARD  WILL
     FLUCTUATE  SIGNIFICANTLY  AND  STOCKHOLDERS  MAY HAVE DIFFICULTY  RESELLING
     THEIR SHARES.

As of  the  date  of  this  Annual  Report,  our  common  stock  trades  on  the
Over-the-Counter  Bulletin Board. There is a volatility associated with Bulletin
Board  securities in general and the value of your investment  could decline due
to the  impact of any of the  following  factors  upon the  market  price of our
common  stock:  (i)  disappointing  results from our  discovery  or  development
efforts;  (ii) failure to meet our revenue or profit goals or operating  budget;
(iii)  decline  in demand for our  common  stock;  (iv)  downward  revisions  in
securities  analysts'  estimates or changes in general  market  conditions;  (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations;  (vii) investor  perception of our industry
or our prospects; and (viii) general economic trends.


                                       21
<PAGE>


In addition,  stock markets have experienced  price and volume  fluctuations and
the market prices of securities have been highly  volatile.  These  fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common  stock.  As a result,  investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

     ADDITIONAL  ISSUANCE  OF EQUITY  SECURITIES  MAY RESULT IN  DILUTION TO OUR
     EXISTING STOCKHOLDERS.

Our Articles of  Incorporation  authorize the issuance of 375,000,000  shares of
common stock.  Common stock is our only authorized  class of stock. The board of
directors has the authority to issue  additional  shares of our capital stock to
provide  additional  financing in the future and the issuance of any such shares
may result in a reduction of the book value or market  price of the  outstanding
shares of our common  stock.  If we do issue any such  additional  shares,  such
issuance also will cause a reduction in the  proportionate  ownership and voting
power  of  all  other  stockholders.   As  a  result  of  such  dilution,   your
proportionate ownership interest and voting power will be decreased accordingly.
Further, any such issuance could result in a change of control.

     OUR COMMON  STOCK IS  CLASSIFIED  AS A "PENNY  STOCK" UNDER SEC RULES WHICH
     LIMITS THE MARKET FOR OUR COMMON STOCK.

The SEC has adopted  rules that regulate  broker-dealer  practices in connection
with   transactions  in  "penny  stocks."  Penny  stocks  generally  are  equity
securities with a price of less than $5.00 (other than securities  registered on
certain national securities  exchanges or quoted on the NASDAQ system,  provided
that current price and volume  information  with respect to transactions in such
securities  is provided by the exchange or system).  Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure  document prepared by the
SEC,  which  specifies  information  about  penny  stocks  and  the  nature  and
significance  of risks of the penny  stock  market.  A  broker-dealer  must also
provide the customer  with bid and offer  quotations  for the penny  stock,  the
compensation  of the  broker-dealer,  and sales person in the  transaction,  and
monthly account statements  indicating the market value of each penny stock held
in the  customer's  account.  In addition,  the penny stock rules  require that,
prior to a transaction  in a penny stock not otherwise  exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable  investment for the purchaser and receive the purchaser's  written
agreement to the transaction.  These disclosure requirements may have the effect
of reducing the trading  activity in the secondary market for stock that becomes
subject to those penny stock  rules.  If a trading  market for our common  stock
develops,  our common  stock will  probably  become  subject to the penny  stock
rules, and shareholders may have difficulty in selling their shares.

     A MAJORITY OF OUR  DIRECTORS  AND OFFICERS  ARE OUTSIDE THE UNITED  STATES,
     WITH THE RESULT THAT IT MAY BE DIFFICULT  FOR  INVESTORS TO ENFORCE  WITHIN
     THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR DIRECTORS
     OR OFFICERS.

                                       22
<PAGE>

A majority of our  directors  and officers  are  nationals  and/or  residents of
countries other than the United States, and all or a substantial portion of such
persons'  assets are located outside the United States.  As a result,  it may be
difficult  for  investors  to effect  service  of process  on our  directors  or
officers,  or enforce within the United States or Canada any judgments  obtained
against us or our officers or directors, including judgments predicated upon the
civil  liability  provisions of the securities  laws of the United States or any
state  thereof.  Consequently,  you may be  effectively  prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian  court  predicated  upon the
civil liability provisions of the securities laws of the United States.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We received a comment letter from the Securities and Exchange  Commission  dated
February 27, 2009 (the "SEC Comment Letter")  pertaining to our Annual Report on
Form 10-KSB for fiscal year ended February 28, 2008 (the "2008 Annual  Report").
The  comments  pertained  to the  disclosure  in our 2008 Annual  Report and our
disclaimer  on our website.  On April 21, 2009,  we filed an amended 2008 Annual
Report  regarding   deletion  of  reference  to  words  such  as  "develop"  and
"development",   which  were   replaced   with  words  such  as  "explore"   and
"exploration".  On May 6, 2009,  we received a further  comment  letter from the
Securities and Exchange Commission (the "Second SEC Comment Letter").  As of the
date of this Annual  Report,  we will file a  subsequent  amendment  to our 2008
Annual Report and anticipate that all comments will be resolved.

ITEM 2. PROPERTIES

We lease our principal  office space located at 10475 Park Meadows Drive,  Suite
600,  Lone Tree,  Colorado  80124.  This office  space is for the conduct of our
business  operations and costs us approximately  $1,000 monthly.  The office and
services related thereto may be cancelled at any time with a thirty day notice.

ITEM 3. LEGAL PROCEEDINGS

Other than as disclosed below,  management is not aware of any legal proceedings
contemplated  by any  governmental  authority or any other party involving us or
our properties.  As of the date of this Annual Report,  no director,  officer or
affiliate is (i) a party adverse to us in any legal  proceeding,  or (ii) has an
adverse interest to us in any legal proceedings.  Management is not aware of any
other legal proceedings  pending or that have been threatened  against us or our
properties.

On  approximately  April 21, 2009, we received  correspondence  from Dunn Swan &
Cunningham   regarding  certain  amounts  due  and  owing  to  Cleary  Petroleum
Corporation  ("CPC") pertaining to an executive service agreement dated April 1,
2008. The invoices aggregate  $32,842.71.  As of the date of this Annual Report,
no  litigation  has been  filed  against  us. We intend  to  negotiate  with CPC
regarding a potential settlement of amounts due and owing.

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

                                       23
<PAGE>

During  fiscal year ended  February 28, 2009,  no matters were  submitted to our
stockholders for approval.

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

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol "URNI:OB" on approximately June 20, 2007. The market for our common stock
is limited, and can be volatile. The following table sets forth the high and low
bid prices  relating to our common  stock on a  quarterly  basis for the periods
indicated  as  quoted by the  NASDAQ  stock  market.  These  quotations  reflect
inter-dealer prices without retail mark-up,  mark-down, or commissions,  and may
not reflect actual transactions.

      QUARTER ENDED               HIGH BID            LOW BID

    February 28, 2009               $1.39              $0.57
    November 30, 2008               $1.92              $0.72
     August 31, 2008                $3.11              $1.75
      May 31, 2008                  $3.40              $2.08
    February 29, 2008               $2.00              $2.00
    November 30, 2007               $3.49              $3.33
     August 31, 2007                $2.06              $2.00

As of May 12, 2009,  we had 37  shareholders  of record,  which does not include
shareholders whose shares are held in street or nominee names.

DIVIDEND POLICY

No  dividends  have ever been  declared by the Board of  Directors on our common
stock.  Our  losses  do not  currently  indicate  the  ability  to pay any  cash
dividends,  and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.

FORWARD STOCK SPLIT

MARCH 2008 FORWARD STOCK SPLIT

In  connection  with the  Articles of Merger filed on February 24, 2008 with the
Nevada  Secretary of State and the change of our name to "Uranium  International
Corp.",  we simultaneously  effectuated the "2008 Forward Stock Split".  Each of
our  shareholders  holding one share of common  stock was entitled to receive an
additional 1.5 shares of our restricted  common stock. The additional  shares of
our common stock to be issued to the  shareholders  in accordance  with the 2008
Forward  Stock Split were  mailed on  approximately  March 15, 2008  without any
action on the part of the shareholders.


                                       24
<PAGE>


The 2008 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2008 Forward Stock Split was
in our best interests and of the shareholders.  In our judgment the 2008 Forward
Stock Split will further result in an increase in our trading float of shares of
common stock available for sale resulting in facilitation of investor  liquidity
and trading volume  potential.  The intent of the 2008 Forward Stock Split is to
further increase the marketability of our common stock.

The 2008  Forward  Stock Split was  effectuated  with a record date of March 11,
2008 upon filing the  appropriate  documentation  with NASDAQ.  The 2008 Forward
Stock Split  increased  our issued and  outstanding  shares of common stock from
36,025,000 to approximately 54,037,500 shares of common stock. (The total number
of shares of common stock issued and  outstanding had previously been 30,625,000
without taking into consideration any new issuances pursuant to the 2007 Forward
Stock Split).  The current  authorized share capital continued to be 375,000,000
shares of common stock with a par value of $0.001 per share.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have two equity compensation plan, the Uranium International Corp. 2008 Stock
Option Plan (the "2008  Plan") and the Uranium  International  Corp.  2009 Stock
Option Plan (the "2009 Plan").  The table set forth below  presents  information
relating to our equity compensation plans as of February 28, 2009:


<TABLE>
<CAPTION>

                                 NUMBER OF SECURITIES TO BE                                     NUMBER OF SECURITIES
                                  ISSUED UPON EXERCISE OF      WEIGHTED-AVERAGE EXERCISE      REMAINING AVAILABLE FOR
                                    OUTSTANDING OPTIONS,          PRICE OF OUTSTANDING         FUTURE ISSUANCE UNDER
                                    WARRANTS AND RIGHTS       OPTIONS, WARRANTS AND RIGHTS   EQUITY COMPENSATION PLANS
        PLAN CATEGORY                       (A)                           (B)                  (EXCLUDING COLUMN (A))
______________________________________________________________________________________________________________________
<S>                                      <C>                              <C>                               <C>
Equity Compensation Plans
Approved by Security Holders                     -0-                       -0-                               -0-

Equity Compensation Plans Not
Approved by Security Holders                     -0-                       -0-                               -0-

2008 Stock Option Plan                           (1)
                                          2,750,000                        $1.75                             -0-
                                          1,750,000                        $3.00                             -0-

Warrants                                        -0-                          -0-                             n/a

</TABLE>


(1)  Based  upon a  consideration  of  current  share  price,  general  economic
     conditions  and the specific  economic  conditions  relating to the uranium
     industry,  the Board of Directors by unanimous  written consent approved on
     April 16, 2009 to cancel the 4,500,000 Stock Options granted under the 2008
     Stock Option Plan.

                                       25
<PAGE>

2008 STOCK OPTION PLAN ( THE "2008 PLAN")
2009 STOCK OPTION PLAN ( THE "2009 PLAN")

On April 2, 2008, our Board of Directors authorized and approved the adoption of
the 2008 Plan effective April 2, 2008,  under which an aggregate of 5,000,000 of
our shares of common stock may be issued.

On April 16, 2009,  our Board of Directors  authorized and approved the adoption
of the 2009 Plan effective April 16, 2009, under which an aggregate of 3,500,000
of our shares of common stock may be issued.

The  purpose  of the  2008  Plan  and  2009  Plan is to  enhance  our  long-term
stockholder  value  by  offering  opportunities  to  our  directors,   officers,
employees and eligible  consultants to acquire and maintain  stock  ownership in
order to give these persons the  opportunity  to  participate  in our growth and
success, and to encourage them to remain in our service.

The 2008 Plan and 2009 Plan are to be  administered by our Board of Directors or
a committee  appointed by and  consisting of one or more members of the Board of
Directors,  which shall  determine  (i) the persons to be granted  Stock Options
under the 2008 Plan or the 2009 Plan;  (ii) the number of shares subject to each
option,  the exercise  price of each Stock  Option;  and (iii) whether the Stock
Option shall be  exercisable at any time during the option period up to ten (10)
years or whether the Stock Option shall be  exercisable  in  installments  or by
vesting only. The 2008 Plan and the 2009 Plan both provide  authorization to the
Board of Directors  to grant Stock  Options to purchase a total number of shares
of Common Stock of the Company, not to exceed 5,000,000 shares as at the date of
adoption by the Board of Directors of the 2008 Plan and not to exceed  3,500,000
shares as at the date of adoption by the Board of Directors of the 2009 Plan. At
the time a Stock Option is granted  under either the 2008 Plan or the 2009 Plan,
the Board of  Directors  shall fix and  determine  the  exercise  price at which
shares of our common stock may be acquired.

In the event an optionee  ceases to be employed by or to provide  services to us
for reasons other than cause, retirement,  disability or death, any Stock Option
that is vested and held by such optionee  generally may be exercisable within up
to ninety (90) calendar days after the effective date that his position  ceases,
and after such 90-day period any unexercised  Stock Option shall expire.  In the
event an  optionee  ceases to be  employed  by or to provide  services to us for
reasons of retirement,  disability or death, any Stock Option that is vested and
held by such optionee  generally may be exercisable  within up to one-year after
the effective date that his position ceases,  and after such one-year period any
unexercised Stock Option shall expire.

No Stock  Options  granted  under  either the 2008 Plan or the 2009 Plan will be
transferable by the optionee,  and each Stock Option will be exercisable  during
the lifetime of the optionee  subject to the option  period up to ten (10) years
or limitations described above. Any Stock Option held by an optionee at the time
of his death may be exercised by his estate  within one (1) year of his death or
such longer period as the Board of Directors may determine.


                                       26
<PAGE>

The exercise  price of a Stock Option  granted  pursuant to the 2008 Plan or the
2009 Plan shall be paid in full to us by delivery of consideration  equal to the
product of the Stock Option in accordance  with the  requirements  of the Nevada
Revised Statutes.  Any Stock Option  settlement,  including payment deferrals or
payments  deemed made by way of settlement of pre-existing  indebtedness  may be
subject to such conditions, restrictions and contingencies as may be determined.

INCENTIVE STOCK OPTIONS

The 2008 Plan and the 2009 Plan further provides that, subject to the provisions
of the Stock Option Plan and prior shareholder approval,  the Board of Directors
may grant to any key  individuals  who are our  employees  eligible  to  receive
options one or more incentive  stock options to purchase the number of shares of
common stock allotted by the Board of Directors (the "Incentive Stock Options").
The option price per share of common stock  deliverable  upon the exercise of an
Incentive  Stock  Option  shall be at least 100% of the fair market value of the
common  shares of the  Company,  and in the case of an  Incentive  Stock  Option
granted to an optionee who owns more than 10% of the total combined voting power
of all  classes  of our  stock,  shall not be less than 100% of the fair  market
value of our common shares. The option term of each Incentive Stock Option shall
be determined by the Board of  Directors,  which shall not commence  sooner than
from the date of grant and shall terminate no later than ten (10) years from the
date  of  grant  of the  Incentive  Stock  Option,  subject  to  possible  early
termination as described above.

As of the date of this Annual Report, no Stock Options have been exercised.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during  fiscal year ended  February 28,
2009, to provide capital, we sold stock in private placement  offerings,  issued
stock in exchange  for our debts or pursuant to  contractual  agreements  as set
forth below.

FEBRUARY 2008 PRIVATE PLACEMENT OFFERING

Effective on February 26, 2008, we completed a private  placement  offering (the
"2008   Private   Placement")   with   certain   non-United   States   residents
(collectively,  the "Investors"). In accordance with the terms and provisions of
the 2008 Private  Placement,  we issued to the Investors an aggregate of 600,000
units at a per unit price of $1.67 (the  "Unit") in our  capital  for  aggregate
proceeds  of  $1,000,000.  Each Unit was  comprised  of one share of  restricted
common stock and one-half non-transferable warrant (the "Warrant"). Each Warrant
is  exercisable  at $2.00 per share for a period of one year.  As of the date of
this Annual Report, the Warrants have expired by their terms.

The Units  under the 2008  Private  Placement  were  sold to  non-United  States
Investors  in reliance  on  Regulation  S  promulgated  under the United  States
Securities  Act of 1933,  as amended (the  "Securities  Act").  The 2008 Private
Placement has not been  registered  under the  Securities Act or under any state
securities  laws and may not be offered or sold  without  registration  with the
United States Securities and Exchange Commission or an applicable exemption from


                                       27
<PAGE>

the registration requirements.  The per share price of the Units was arbitrarily
determined  by our Board of  Directors  based upon  analysis of certain  factors
including,  but  not  limited  to,  stage  of  development  and  exploration  of
properties, industry status, investment climate, perceived investment risks, our
assets and net estimated worth. The Investors executed  subscription  agreements
and acknowledged that the securities to be issued have not been registered under
the Securities  Act, that they  understood the economic risk of an investment in
the  securities,  and that  they had the  opportunity  to ask  questions  of and
receive  answers from our management  concerning any and all matters  related to
acquisition of the securities.

RETURN OF SHARES

In  accordance  with the terms and  provisions  of  Termination  Agreement  with
Strathmore  regarding the  termination of the Nose Rock Option and Joint Venture
Agreement  and the Dalton Pass Option and Joint  Venture  Agreement,  Strathmore
agreed to return to us the original  7,500,000 shares of common stock previously
issued. As of the date of this Annual Report,  the share certificate  evidencing
the 7,500,000  shares is in the process of being cancelled and the shares are in
the process of being  returned to treasury.  Thus, as of the date of this Annual
Report, the total issued and outstanding shares is 54,037,500.

ITEM 6. SELECTED FINANCIAL DATA

The following selected  financial  information is qualified by reference to, and
should  be read in  conjunction  with our  financial  statements  and the  notes
thereto,  and "Management's  Discussion and Analysis of Financial  Condition and
Results of Operation"  contained elsewhere herein. The selected income statement
data for fiscal  years ended  February  28, 2009 and  February  29, 2008 and the
selected  balance  sheet data as of February  28, 2009 and February 29, 2008 are
derived  from our audited  financial  statements  which are  included  elsewhere
herein.

                                       28
<PAGE>

                                  FISCAL YEARS ENDED        FOR THE PERIOD FROM
                                   FEBRUARY 28, 2009         OCTOBER 11, 2004
                                 AND FEBRUARY 29, 2008         INCEPTION) TO
                                                              FEBRUARY 28, 2009
                              _____________________________ ____________________
STATEMENT OF OPERATIONS         2009               2008
DATA
GENERAL AND
ADMINISTRATIVE EXPENSES
    Write down of mineral      $ -0-           $14,500,000      $14,500,000
    property acquisition
    costs
    Bank charges and            427               2,976            3,683
    interest
    Consulting fees           134,315             63,500          208,015
    Interest expense           37,926             23,617           61,543
    Legal and accounting      171,811            248,746          455,612
    Management fees           301,600            152,600          472,200
    Marketing and              14,569             36,760           51,329
    promotion
    Mineral property           8,624              7,804            22,743
    development
    expenditures
    Office and                 37,111             27,397           67,855
    miscellaneous
    Rent                       13,490             7,542            27,032
    Stock based              7,956,905             -0-           7,956,905
    compensation
    Transfer agent fees        9,025              4,209            14,259
NET LOSS                    ($8,685,803)      ($15,075,151)    ($23,841,176)

BALANCE SHEET DATA              2009               2008
TOTAL ASSETS                  $103,583           $336,260
TOTAL LIABILITIES             937,954            441,733
STOCKHOLDERS EQUITY          ($834,371)         ($105,473)
(DEFICIT)


                                       29
<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

The  summarized  financial data set forth in the table below is derived from and
should be read in  conjunction  with our audited  financial  statements  for the
period from inception (October 11, 2004) to fiscal year ended February 28, 2009,
including  the notes to those  financial  statements  which are included in this
Annual Report.  The following  discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

We are an exploration  stage company and have not generated any revenue to date.
The above  table sets  forth  selected  financial  information  for the  periods
indicated.  We have incurred recurring losses to date. Our financial  statements
have been  prepared  assuming  that we will  continue  as a going  concern  and,
accordingly,  do not  include  adjustments  relating to the  recoverability  and
realization of assets and  classification of liabilities that might be necessary
should we be unable to continue in operation.

We expect we will  require  additional  capital to meet our long term  operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

RESULTS OF OPERATION

FISCAL YEAR ENDED  FEBRUARY 28, 2009 COMPARED TO FISCAL YEAR ENDED  FEBRUARY 29,
2008.

Our net loss for fiscal year ended February 28, 2009 was  ($8,685,803)  compared
to a net loss of  ($15,075,151)  during  fiscal year ended  February 29, 2008 (a
decrease  of  $6,389,348).  During  fiscal  years  ended  February  28, 2009 and
February 29, 2008, we did not generate any revenue.


                                       30
<PAGE>


During  fiscal  year  ended   February  28,  2009,   we  incurred   general  and
administrative  expenses of $8,685,803  compared to $15,075,151  incurred during
fiscal year ended  February 29, 2008 (a decrease of  $6,389,348).  These general
and administrative  expenses incurred during fiscal year ended February 28, 2009
consisted  of: (i) write down of mineral  property  acquisition  of $-0-  (2008:
$14,500,000);  (ii) bank  charges and  interest of $427  (2008:  $2,976);  (iii)
consulting fees of $134,315 (2008:  $63,500);  (iv) interest  expense of $37,926
(2008:  $23,617);  (v) legal and  accounting  $171,811  (2008:  $248,746);  (vi)
management fees of $301,600 (2008:  $152,600);  (vii) marketing and promotion of
$14,569 (2008:  $36,760);  (viii) mineral property  development  expenditures of
$8,624 (2008: $7,804); (ix) office and miscellaneous of $37,111 (2008: $27,397);
(x) rent of $13,490 (2008:  $7,542); (xi) stock based compensation of $7,956,905
(2008: $-0-); and (xii) transfer agent fees of $9,025 (2008: $4,209).

Of the $8,685,803 incurred as general and administrative  expenses during fiscal
year ended February 28, 2009, we incurred management fees of $301,600 payable to
our officers and directors. See "Item 11. Executive Compensation."

General and  administrative  expenses incurred during fiscal year ended February
28, 2009 compared to fiscal year ended February 29, 2008 decreased primarily due
to the write down of mineral property  acquisition costs of $14,500,000 relating
to the interest in the Nose Rock  Property and the Dalton Pass  Property  during
fiscal  year ended  February  29,  2008.  General  and  administrative  expenses
decreased  during fiscal year ended February 28, 2009 although we incurred stock
based compensation of $7,956,905 during fiscal year ended February 28, 2009. See
Item 11, Executive  Compensation." General and administrative expenses generally
include corporate overhead,  financial and administrative  contracted  services,
marketing, and consulting costs.

Our net loss  during  fiscal  year  ended  February  28,  2009 was  ($8,685,803)
compared to a net less of  ($15,075,151)  during fiscal year ended  February 29,
2008.  The weighted  average  number of shares  outstanding  was  54,037,500 for
fiscal year ended  February 28, 2009 (as increased in  accordance  with the 2008
Forward Stock Split)  compared to 53,114,549  for fiscal year ended February 29,
2008.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED FEBRUARY 28, 2009

As at fiscal year ended  February 28, 2009,  our current assets were $53,583 and
our current  liabilities  were  $937,954,  which  resulted in a working  capital
deficiency of  ($884,371).  As at fiscal year ended  February 28, 2009,  current
assets  were  comprised  of $51,923 in cash and cash  equivalents  and $1,660 in
prepaid expenses. As at fiscal year ended February 28, 2009, current liabilities
were  comprised  of: (i) $206,010 in accounts  payable and accrued  liabilities;
(ii)  $179,463  due to related  parties;  and (iii)  $552,481  in related  party
promissory note payable.

As at fiscal year ended  February  28,  2009,  our total  assets  were  $103,583
comprised of current assets in the amount of $53,583 and mineral  property costs
in the amount of $50,000.  The decrease in total assets during fiscal year ended
February 28, 2009 from fiscal year ended  February 29, 2008 was primarily due to
the substantial decrease in cash and cash equivalents.


                                       31
<PAGE>


As at fiscal year ended February 28, 2009, our total  liabilities  were $937,954
comprised  entirely of current  liabilities.  The increase in liabilities during
fiscal year ended February 28, 2008 from fiscal year ended February 29, 2008 was
primarily  due to the  increase  in accounts  payable  and accrued  liabilities,
related party  promissory note payable and amounts due to related  parties.  See
"Item 6. Material Commitments."

Stockholders'  equity (deficit)  increased from ($105,473) for fiscal year ended
February 29, 2008 to ($834,371) for fiscal year ended February 28, 2009.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities.  For fiscal
year ended  February 28, 2009,  net cash flows used in operating  activities was
($414,337)  consisting  primarily of a net loss of ($8,685,803).  Net cash flows
used in  operating  activities  was  adjusted by $37,864 in accrued  interest on
related party  promissory note and $7,956,905 in stock based  compensation.  Net
cash flows used in  operating  activities  was  further  changed by  $120,694 in
increase of accounts payable and accrued  liabilities,  $157,663 in increase due
to related parties and ($1,660) in increase of prepaid expenses.

For fiscal  year  ended  February  29,  2008,  net cash flows used in  operating
activities  was  ($528,778).  Net cash flows used in  operating  activities  was
adjusted by $14,500,000 for write down of mineral property acquisition costs and
$23,617  for  accrued  interest  on  shareholders  loan.  Net cash flows used in
operating  activities  was  further  changed by $23,656 in  increase of accounts
payable  and accrued  liabilities,  $300 in  decrease  in prepaid  expenses  and
($1,200) in decrease in due to related parties.

CASH FLOWS FROM INVESTING ACTIVITIES

For fiscal  year  ended  February  28,  2009,  net cash flows used in  investing
activities  was $-0-  compared  to net cash flows used in  investing  activities
during  fiscal  year  ended  February  29,  2008  of  ($500,000)  consisting  of
acquisition of mineral property interest.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of equity and debt  instruments.  For fiscal year ended  February  28,
2009, net cash flows provided from financing activities was $130,000 compared to
$1,361,000  for fiscal year ended  February 29, 2008.  Cash flows from financing
activities  for fiscal year ended  February  28,  2009  consisted  primarily  of
$130,000 in advances from related parties.  Cash flows from financing activities
for fiscal year ended  February 29, 2008  consisted of $361,000 in advances from
related parties and $1,000,000 from common shares issued for cash.

We expect that working capital requirements will continue to be funded through a
combination  of our  existing  funds and further  issuances of  securities.  Our
working capital requirements are expected to increase in line with the growth of
our business.

                                       32
<PAGE>

PLAN OF OPERATION AND FUNDING

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our
business  plan,  management  anticipates  additional  increases  in  exploration
expenses  and  capital   expenditures   relating  to:  (i)  uranium  exploration
properties; and (ii) future uranium exploration property acquisitions. We intend
to finance  these  expenses  with  further  issuances  of  securities,  and debt
issuances.  Thereafter,  we expect we will need to raise additional  capital and
generate revenues to meet long-term operating requirements. Additional issuances
of equity or convertible  debt securities will result in dilution to our current
shareholders.  Further,  such  securities  might  have  rights,  preferences  or
privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all. If adequate funds are not available or are not
available  on  acceptable  terms,  we may  not be  able  to  take  advantage  of
prospective new business endeavors or opportunities,  which could  significantly
and materially restrict our business operations.

During  fiscal year ended  February  29,  2008,  we engaged in the 2008  Private
Placement pursuant to which we raised $1,000,000.

MATERIAL COMMITMENTS

GEOFORUM SCANDANAVIA AB OPTION

Pursuant to the terms and provisions of the Geofoum Option,  Geoforum will grant
to us an  irrevocable  right to acquire up to a 100%  undivided  interest in the
Properties  located in the Kingdom of Sweden.  In  furtherance  of the terms and
provisions  of the  Geoforum  Option,  we shall pay to Geoforum an  aggregate of
$225,000  and issue  100,000  shares of our  restricted  common stock over seven
years as follows: (i) $25,000 upon execution of a definitive and formal purchase
and sale  agreement  on or  before  the  earlier  of the  expiration  of the due
diligence  period ending  February 28, 2009,  which date was extended to May 31,
2009  pursuant  to the verbal  agreement  between the  parties  (the  "Effective
Date");  (ii) $25,000 upon the expiration of six months from the Effective Date;
and (iii) $25,000 upon the first twelve month  anniversary of the Effective Date
(the  "Anniversary  Date"),  and upon each and every Anniversary Date thereafter
until either the Geoforum  Option is exercised  and we acquire a 100%  undivided
interest in the Properties or the Geofoum Option is terminated; (iv) issuance of
50,000 shares of our restricted  common stock upon the first  Anniversary  Date;
and (v) issuance of 50,000 shares of our restricted common stock upon the second
Anniversary  Date.  We will  also be  responsible  for  payment  of  exploration
expenses of approximately  $3,700,000 over the seven year period as follows: (i)
after the Effective Date and prior to the first  Anniversary  Date,  $300,000 in
work expenditures; (ii) between the first and second Anniversary Dates, $400,000
in work  expenditures;  (iii)  between the third and seventh  Anniversary  Date,
$3,000,000 in work expenditures. We also have the option to extend the period in
which to incur the $3,000,000  work  expenditures  between the third and seventh
Anniversary  Date by up to two years by paying  Geoforum an additional  $100,000
for each year to be extended.

                                       33
<PAGE>

TRANS ATLANTIC METAL AG OPTION

In accordance with further terms and provisions of the Trans Atlantic Option, we
shall:  (i) pay to Trans Atlantic an aggregate of $75,000 within the first year,
of which $25,000 shall be paid upon execution of the 2009 Option  Agreement (the
"Effective  Date"),  which has as of the date of this  Annual  Report been paid;
(ii)  within two years  from the  Effective  Date,  issue to Trans  Atlantic  an
aggregate 100,000 shares of our restricted common stock;  (iii) within two years
from the Effective Date,  incur  exploration  expenses of $700,000,  pursuant to
which we shall  acquire  from Trans  Atlantic a 51% interest in and to the Trans
Atlantic Properties;  and (iv) within seven years from the Effective Date, incur
further exploration  expenses of $3,000,000,  pursuant to which we shall acquire
from Trans Atlantic the remaining 29% interest in and to the Properties.

CONTINENTAL PRECIOUS MINERALS INC.

In accordance  with the terms and provisions of the  Agreement,  an initial cash
payment  of  $25,000  will be paid by us to CPM  (which  as of the  date of this
Annual Report has been paid).  In furtherance of the terms and provisions of the
Agreement  and upon  completion  of  satisfactory  due  diligence and Closing by
approximately  August 31,  2009,  we shall make a further cash payment to CPM of
$7,500,000 as well as issue 6,000,000 shares of our restricted  common stock and
warrants  to  purchase  up to  1,000,000  shares  of  our  common  stock  at the
conversion  price of $1.00  per  share.  At the  first  anniversary  date of the
Closing,  we shall  make a further  payment  to CPM of  $7,500,000  and CPM will
transfer to us its right, title and interest to the Licenses.

RELATED PARTY PROMISSORY NOTE

A material  commitment  during fiscal year 2009/2010 is the aggregate  amount of
$552,481 due and owing to one of our shareholders.  On June 4, 2007, we issued a
promissory  note to the  shareholder  in the principal  amount of $250,000 at an
interest rate of 10% per annum.  During fiscal year ended February 29, 2008, the
shareholder advanced to us an additional $111,000 at an interest rate of 10% per
annum.  During  fiscal year ended  February 28, 2009,  the  shareholder  further
advanced  to us an  additional  $130,000.  Thus,  as of the date of this  Annual
Report,  an aggregate of $552,481 is due and owing  consisting  of principal and
interest  in the amount of $491,000  and  $61,481,  respectively.  The amount is
unsecured and has no set terms of repayment. See "Item 13. Certain Relationships
and Related Transaction and Director Independence. "

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any  significant  equipment  during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this  Annual  Report,  we do not have  any  off-balance  sheet
arrangements  that have or are  reasonably  likely  to have a current  or future
effect on our financial condition,  changes in financial condition,  revenues or
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources that are material to investors.


                                       34
<PAGE>

GOING CONCERN

The independent auditors' report accompanying our February 28, 2009 and February
29, 2008  financial  statements  contains an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued FSP Accounting  Principles  Board Opinion No. 14-1,
"ACCOUNTING FOR CONVERTIBLE  DEBT  INSTRUMENTS  THAT MAY BE SETTLED IN CASH UPON
CONVERSION  (INCLUDING PARTIAL CASH  SETTLEMENT)".  FSP 14-1 requires issuers of
convertible debt  instruments that may be settled in cash to separately  account
for the  liability  and equity  components  in a manner  that will  reflect  the
entity's  nonconvertible debt borrowing rate when interest cost is recognized in
periods  subsequent  to adoption.  Upon adoption of FSP 14-1, we will allocate a
portion of the proceeds  received from the issuance of convertible notes between
a liability and equity  component by determining the fair value of the liability
component using our non-convertible  debt borrowing rate. The difference between
the proceeds of the notes and the fair value of the liability  component will be
recorded   as  a  discount   on  the  debt  with  a   corresponding   offset  to
paid-in-capital. The resulting discount will be accreted by recording additional
non-cash  interest expense over the expected life of the convertible notes using
the effective interest rate method. The provisions of FSP 14-1 are to be applied
retrospectively  to all periods  presented  upon  adoption and are effective for
fiscal years  beginning after December 15, 2008 and interim periods within those
fiscal  years.  Management  has not  determined  the effect that  adopting  this
statement  would  have on our  financial  position,  cash  flows and  results of
operations.

In April 2008, the FASB issued FSP No. FAS 142-3,  "DETERMINATION  OF THE USEFUL
LIFE OF INTANGIBLE ASSETS". In determining the useful life of intangible assets,
FSP FAS 142-3 removes the  requirement to consider  whether an intangible  asset
can be  renewed  without  substantial  cost  of  material  modifications  to the
existing terms and conditions and,  instead,  requires an entity to consider its
own historical experience in renewing similar  arrangements.  FSP FAS 142-3 also
requires  expanded  disclosure  related to the determination of intangible asset
useful lives.  FSP FAS 142-3 is effective for  financial  statements  issued for
fiscal years  beginning  after December 15, 2008.  Management has not determined
the effect that adopting this  statement  would have on our financial  position,
cash flows or results of operations.

In March  2008,  the FASB issued SFAS No.  161,  "DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING  ACTIVITIES".  SFAS 161 is intended to improve financial
reporting  about  derivative  instruments  and hedging  activities  by requiring
enhanced  disclosures to enable investors to better  understand their effects on
an entity's financial position,  financial performance, and cash flows. SFAS 161
achieves  these  improvements  by  requiring  disclosure  of the fair  values of
derivative  instruments and their gains and losses in a tabular format.  It also
provides more information about an entity's liquidity by requiring disclosure of
derivative  features  that  are  credit   risk-related.   Finally,  it  requires
cross-referencing within footnotes to enable financial statement users to locate
important information about derivative  instruments.  SFAS 161 will be effective


                                       35
<PAGE>

for financial  statements  issued for fiscal years and interim periods beginning
after November 15, 2008, will be adopted by us beginning in the first quarter of
fiscal  2010.  We do not expect there to be any  significant  impact of adopting
SFAS 161 on our financial position, cash flows and results of operations.

In December  2007,  the FASB issued  SFAS No. 160,  "NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51" 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.  We do not expect  there to be any
significant impact of adopting SFAS 160 on its financial position, cash flows or
results of operations.

In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  "BUSINESS
COMBINATIONS".   SFAS  No.  141(R)  will  change  the  accounting  for  business
combinations.  Under SFAS No.  141(R),  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. 141(R) will
change the accounting  treatment and disclosure for certain  specific items in a
business  combination.   SFAS  No.  141(R)  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 us prior to June 1, 2009
will be recorded and disclosed  following  existing GAAP. We do not expect there
to be any  significant  impact of adopting SFAS 141 on our  financial  position,
cash flows or results of operations.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

In November  2008, the  Securities  and Exchange  Commission  ("SEC") issued for
comment a proposed  roadmap  regarding  potential  use of  financial  statements
prepared in accordance with International Financial Reporting Standards ("IFRS")
as issued by the International  Accounting  Standards Board.  Under the proposed
roadmap, we would be required to prepare financial statements in accordance with
IFRS in fiscal year 2014, including comparative  information also prepared under
IFRS for fiscal 2013. We are currently assessing the potential impact of IFRS on
our financial  statements  and will continue to follow the proposed  roadmap for
future developments.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DATED MAY 5, 2009.

BALANCE SHEETS AS AT FEBRUARY 28, 2009 AND FEBRUARY 29, 2008.

STATEMENTS OF OPERATIONS  FOR FISCAL YEARS ENDED  FEBRUARY 28, 2009 AND FEBRUARY
29, 2008 AND FOR THE PERIOD FROM  INCEPTION  (OCTOBER  11, 2004) TO FEBRUARY 28,
2009.

STATEMENT  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)  FOR THE PERIOD  FROM  INCEPTION
(OCTOBER 11, 2004) TO FEBRUARY 28, 2009.

STATEMENTS  OF CASH FLOWS FOR THE  FISCAL  YEARS  ENDED  FEBRUARY  28,  2009 AND
FEBRUARY  29,  2008 AND FOR THE PERIOD  FROM  INCEPTION  (OCTOBER  11,  2004) TO
FEBRUARY 28, 2009.

NOTES TO FINANCIAL STATEMENTS.


                                       36
<PAGE>




                           URANIUM INTERNATIONAL CORP.
                         (AN EXPLORATION STAGE COMPANY)


                              FINANCIAL STATEMENTS
                           (EXPRESSED IN U.S. DOLLARS)
                                FEBRUARY 28, 2009


























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)

STATEMENTS OF CASH FLOWS

NOTES TO FINANCIAL STATEMENTS



                                       37
<PAGE>


JAMES STAFFORD
________________________________________________________________________________
                                James Stafford
                                Chartered Accountants
                                Suite 350 - 1111 Melville Street
                                Vancouver, British Columbia
                                Canada V6E 3V6
                                Telephone +1 604 669 0711
                                Facsimile +1 604 669 0754
                                *Incorporated professional, James Stafford, Inc.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)


We have completed integrated audits of Uranium  International  Corp.'s financial
statements  for the  years  ended 28  February  2009,  29  February  2008 and 28
February  2007 and of its  internal  control over  financial  reporting as of 28
February 2009. Our opinions, based on our audits, are presented below.

FINANCIAL STATEMENTS

We  have  audited  the  balance  sheets  of  Uranium  International  Corp.  (the
"Company")  as at 28  February  2009  and 29  February  2008,  and  the  related
statements  of  operations,  cash  flows and  changes  in  stockholders'  equity
(deficiency)  for each of the years in the  three-year  period ended 28 February
2009.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  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 opinions.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Company as of 28 February
2009 and 29  February  2008 and the  results of its  operations,  cash flows and
changes  in  stockholders'  equity  (deficiency)  for  each of the  years in the
three-year   period  ended  28  February  2009  in  conformity  with  accounting
principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  conditions exist which raise substantial doubt about the
Company's  ability to continue as a going concern  unless it is able to generate
sufficient  cash  flows to meet its  obligations  and  sustain  its  operations.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                       38
<PAGE>


JAMES STAFFORD


INTERNAL CONTROL OVER FINANCIAL REPORTING

We also  have  audited  Uranium  International  Corp.'s  internal  control  over
financial  reporting as of 28 February  2009,  based on criteria  established in
Internal  Control - Integrated  Framework  issued by the Committee of Sponsoring
Organizations of the Treadway  Commission  (COSO).  The Company's  management is
responsible for maintaining effective internal control over financial reporting,
and for its assertion of the  effectiveness  of internal  control over financial
reporting,  included in the accompanying  Management  Report on Internal Control
Over Financial  Reporting.  Our  responsibility  is to express an opinion on the
Company's internal control over financial reporting based on our audit.

We  conducted  our  audit  of  internal  control  over  financial  reporting  in
accordance with the standards of the Public Company  Accounting  Oversight Board
(United States of America). Those standards require that we plan and perform the
audit to obtain reasonable  assurance about whether  effective  internal control
over financial  reporting was maintained in all material  respects.  An audit of
internal control over financial reporting includes obtaining an understanding of
internal  control over financial  reporting,  assessing the risk that a material
weakness   exists,   and  testing  and   evaluating  the  design  and  operating
effectiveness  of internal  control based on the assessed  risk. Our audits also
included  performing  such other  procedures as we  considered  necessary in the
circumstances.  We believe that our audit  provides a  reasonable  basis for our
opinion.

A company's  internal control over financial  reporting is a process effected by
those  charged with  governance,  management,  and other  personnel  designed to
provide  reasonable  assurance  regarding the preparation of reliable  financial
statements in accordance with accounting  principles  generally  accepted in the
United States of America. A company's internal control over financial  reporting
includes those policies and  procedures  that (i) pertain to the  maintenance of
records  that,  in  reasonable   detail,   accurately  and  fairly  reflect  the
transactions  and  dispositions  of the  assets  of the  company;  (ii)  provide
reasonable  assurance  that  transactions  are  recorded as  necessary to permit
preparation of financial  statements in accordance  with  accounting  principles
generally  accepted  in the United  States of  America,  and that  receipts  and
expenditures   of  the   company  are  being  made  only  in   accordance   with
authorizations  of  management  and those  charged  with  governance;  and (iii)
provide  reasonable  assurance  regarding  prevention,  or timely  detection and
correction of  unauthorized  acquisition,  use, or  disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent, or detect and correct  misstatements.  Also, projections of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may become  inadequate  because of changes in  conditions,  or that the
degree of compliance with the policies or procedures may deteriorate.

In our opinion,  the Company  maintained,  in all material  respects,  effective
internal  control  over  financial  reporting as of 28 February  2009,  based on
criteria  established in Internal  Control - Integrated  Framework issued by the
COSO.


                                                       /s/ JAMES STAFFORD
Vancouver, Canada                                          CHARTERED ACCOUNTANTS

5 May 2009


                                       39
<PAGE>

<TABLE>
<CAPTION>

                           URANIUM INTERNATIONAL CORP.
                         (AN EXPLORATION STAGE COMPANY)

                                 BALANCE SHEETS
                           (EXPRESSED IN U.S. DOLLARS)

                                                                                February 28,        February 29,
                                                                                    2009                2008
________________________________________________________________________________________________________________
<S>                                                                             <C>                 <C>

                                     ASSETS
CURRENT ASSETS
   Cash and cash equivalents                                                    $     51,923        $    336,260
   Prepaid expenses                                                                    1,660                   -
________________________________________________________________________________________________________________

                                                                                      53,583             336,260

MINERAL PROPERTY COSTS (Note 3)                                                       50,000                   -
________________________________________________________________________________________________________________

TOTAL ASSETS                                                                    $    103,583        $    336,260
================================================================================================================


                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
   Accounts payable and accrued liabilities (Note 4)                            $    206,010        $     35,316
   Due to related parties (Note 5)                                                   179,463              21,800
   Related party promissory note payable (Note 6)                                    552,481             384,617
________________________________________________________________________________________________________________

                                                                                     937,954             441,733
________________________________________________________________________________________________________________

NATURE OF OPERATIONS AND BASIS OF PRESENTATION, COMMITMENTS,
CONTINGENCIES AND SUBSEQUENT EVENTS (Notes 1, 10 and 11)

STOCKHOLDERS'  DEFICIENCY
   Capital stock (Note 7)
   Authorized
      375,000,000 shares of common stock, $0.001 par value
   Issued and outstanding
      54,037,500 shares of common stock (February 29, 2008 - 54,037,500)              54,038              54,038
   Additional paid-in capital                                                     22,952,767          14,812,778
   Warrants                                                                                -             183,084
   Deficit, accumulated during the exploration stage                             (23,841,176)        (15,155,373)
________________________________________________________________________________________________________________

TOTAL  STOCKHOLDERS' DEFICIENCY                                                     (834,371)           (105,473)
________________________________________________________________________________________________________________

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                  $    103,583        $    336,260
================================================================================================================


On behalf of the Board:

___________________________, Director

___________________________, Director


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       40
<PAGE>

<TABLE>
<CAPTION>

                          URANIUM INTERNATIONAL CORP.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
                           (EXPRESSED IN U.S. DOLLARS)

                                            For the period from
                                           the date of inception
                                           (October 11, 2004) to                        For the year ended
                                                February 28,           February 28,        February 29,        February 28,
                                                    2009                   2009                2008                2007
                                                (unaudited)
___________________________________________________________________________________________________________________________
<S>                                            <C>                     <C>                <C>                   <C>

GENERAL & ADMINISTRATIVE EXPENSES
   Write down of mineral property
   acquisition costs (Note 3)                  $  14,500,000           $          -       $  14,500,000         $         -
   Bank charges and interest                           3,683                    427               2,976                 150
   Consulting fees                                   208,015                134,315              63,500              10,200
   Interest expense                                   61,543                 37,926              23,617                   -
   Legal and accounting                              455,612                171,811             248,746              27,838
   Management fees (Note 5)                          472,200                301,600             152,600              18,000
   Marketing and promotion                            51,329                 14,569              36,760                   -
   Mineral property exploration
      expenditures                                    22,743                  8,624               7,804                   -
   Office and miscellaneous                           67,855                 37,111              27,397               1,782
   Rent                                               27,032                 13,490               7,542               6,000
   Stock-based compensation (Note 7)               7,956,905              7,956,905                   -                   -
   Transfer agent fees                                14,259                  9,025               4,209                 800
___________________________________________________________________________________________________________________________

TOTAL GENERAL & ADMINISTRATIVE EXPENSES           23,841,176              8,685,803          15,075,151              64,770
___________________________________________________________________________________________________________________________

NET LOSS AND COMPREHENSIVE LOSS                $ (23,841,176)          $ (8,685,803)      $ (15,075,151)        $   (64,770)
===========================================================================================================================

BASIC AND DILUTED LOSS
AND COMPREHENSIVE LOSS
PER COMMON SHARE                                                       $      (0.16)      $       (0.28)        $     (0.01)
===========================================================================================================================

WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING -
BASIC AND DILUTED                                                        54,037,500          53,114,549          60,937,500
===========================================================================================================================


    The accompanying notes are an integral part of these financial statements

</TABLE>

                                       41
<PAGE>

<TABLE>
<CAPTION>

                           URANIUM INTERNATIONAL CORP.
                         (AN EXPLORATION STAGE COMPANY)

            STATEMENTS OF CHANGE IN STOCKHOLDERS' EQUITY (DEFICIENCY)
                           (EXPRESSED IN U.S. DOLLARS)

                                                                                                  Deficit
                                                                        Additional               during the
                                                Number of     Capital    paid-in                exploration
                                              shares issued    stock     capital     Warrants      stage         Total
                                                                 $          $           $            $             $
_________________________________________________________________________________________________________________________
<S>                                             <C>            <C>      <C>                     <C>              <C>

Balance at October 11, 2004 (inception)

Common shares issued for cash ($0.00013
per share) - November 29, 2004 (Note 7)         30,000,000     30,000      (26,000)         -             -         4,000

Common shares issued for cash ($0.00013
per share) - January 10, 2005 (Note 7)          18,000,000     18,000      (15,600)         -             -         2,400

Common shares issued for cash ($0.00013
per share) - January 21, 2005 (Note 7)          11,250,000     11,250        3,750          -             -        15,000

Common shares issued for cash ($0.00013
per share) - January 25, 2005 (Note 7)           1,500,000      1,500          500          -             -         2,000

Common shares issued for cash ($0.00013
per share) - February 1, 2005 (Note 7)             187,500        188        2,312          -             -         2,500

Net loss for the period                                  -          -            -          -        (3,051)       (3,051)
_________________________________________________________________________________________________________________________

Balance at February 28, 2005                    60,937,500     60,938      (35,038)         -        (3,051)       22,849

Net loss for the year                                    -          -            -          -       (12,401)      (12,401)
_________________________________________________________________________________________________________________________

Balance at February 28, 2006                    60,937,500     60,938      (35,038)         -       (15,452)       10,448

Contributions to capital by related parties              -          -       24,000          -             -        24,000

Net loss for the year                                    -          -            -          -       (64,770)      (64,770)
_________________________________________________________________________________________________________________________

Balance at February 28, 2007                    60,937,500     60,938      (11,038)         -       (80,222)      (30,322)

Restricted common shares returned and
cancelled - May 30, 2007 (Note 7)              (15,000,000)   (15,000)      15,000          -             -             -

Common shares issued per Strathmore
Option Agreement (Notes 3 and 7)                 7,500,000      7,500   13,992,500          -             -    14,000,000

Common shares issued for cash ($1.67 per
share) - February 26, 2008 (Note 7)                600,000        600      816,316          -             -       816,916

Warrants granted for cash - February 26,
2008 (Note 7)                                            -          -            -    183,084             -       183,084

Net loss for the year                                    -          -            -          -   (15,075,151)  (15,075,151)
_________________________________________________________________________________________________________________________

Balance at February 29, 2008                    54,037,500     54,038   14,812,778    183,084   (15,155,373)     (105,473)

Stock-based compensation (Note 7)                        -          -    7,956,905          -             -     7,956,905

Warrants expired during the year (Note 7)                -          -      183,084   (183,084)            -             -

Net loss for the year                                    -          -            -          -    (8,685,803)   (8,685,803)
_________________________________________________________________________________________________________________________

Balance at February 28, 2009                    54,037,500     54,038   22,952,767          -   (23,841,176)     (834,371)
=========================================================================================================================


                               The accompanying notes are an integral part of these financial statements

</TABLE>


                                       42
<PAGE>

<TABLE>
<CAPTION>

                           URANIUM INTERNATIONAL CORP.
                         (AN EXPLORATION STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                           (EXPRESSED IN U.S. DOLLARS)

                                                        For the period from
                                                       the date of inception
                                                       (October 11, 2004) to                    For the year ended
                                                           February 28,         February 28,       February 29,       February 28,
                                                           2009                     2009               2008               2007
__________________________________________________________________________________________________________________________________
                                                            (unaudited)
<S>                                                        <C>                   <C>               <C>                     <C>

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss for the period                                  $ (23,841,176)       $ (8,685,803)      $ (15,075,151)      $ (64,770)
    Adjustments to reconcile net loss to net
    cash used in operating activities:
         Accrued interest on related party
      promissory note (Note 6)                                    61,481              37,864              23,617               -
      Contributions to capital by related parties                 24,000                   -                   -          24,000
      Write down of mineral property
      acquisition costs (Note 3)                              14,500,000                   -          14,500,000               -
      Stock-based compensation (Note 7)                        7,956,905           7,956,905                   -               -
  Changes in operating assets and liabilities:
      Decrease (increase) in prepaid expenses                     (1,660)             (1,660)                300            (300)
      Increase in accounts payable and accrued
      liabilities                                                156,010             120,694              23,656           9,010
      Increase (decrease) in due to related parties              179,463             157,663              (1,200)         22,500
__________________________________________________________________________________________________________________________________

NET CASH USED IN OPERATING ACTIVITIES                           (964,977)           (414,337)           (528,778)         (9,560)
__________________________________________________________________________________________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisition of mineral property interests (Note 3)            (500,000)                  -            (500,000)              -
__________________________________________________________________________________________________________________________________

NET CASH USED IN INVESTING ACTIVITIES                           (500,000)                  -            (500,000)              -
__________________________________________________________________________________________________________________________________

CASH FLOWS FROM FINANCING ACTIVITIES
  Advances from related parties (Note 6)                         491,000             130,000             361,000               -
  Common shares issued for cash                                1,025,900                   -           1,000,000               -
__________________________________________________________________________________________________________________________________

NET CASH PROVIDED BY FINANCING ACTIVITIES                      1,516,900             130,000           1,361,000               -
__________________________________________________________________________________________________________________________________

NET INCREASE (DECREASE) IN CASH                                   51,923            (284,337)            332,222          (9,560)

CASH, BEGINNING                                                        -             336,260               4,038          13,598
__________________________________________________________________________________________________________________________________

CASH, ENDING                                               $      51,923         $    51,923       $     336,260       $   4,038
==================================================================================================================================


SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS (Note 9)


                               The accompanying notes are an integral part of these financial statements

</TABLE>


                                       43
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
________________________________________________________________________________

NATURE AND CONTINUANCE OF OPERATIONS

Uranium  International  Corp. (the "Company") was incorporated under the laws of
the State of Nevada on  October  11,  2004 to  promote  and carry on any  lawful
business for which a corporation may be incorporated under the laws of the State
of  Nevada.  On May 24,  2007 the  Company  filed  Articles  of Merger  with the
Secretary of State of Nevada in order to effectuate a merger whereby the Company
(as  Ancor  Resources,  Inc.)  would  merge  with  its  newly  incorporated  and
wholly-owned  subsidiary,  Nu-Mex Uranium Corp.  ("Nu-Mex").  This merger became
effective  as of June 4,  2007 and the  Company,  being  the  surviving  entity,
changed its name to Nu-Mex  Uranium Corp. On February 26, 2008 the Company filed
Articles of Merger with the  Secretary of State of Nevada in order to effectuate
a merger whereby the Company (as Nu-Mex) would merge with its newly incorporated
and wholly-owned subsidiary,  Uranium International Corp. ("NewCo"). This merger
became  effective  as of March 11,  2008 and the  Company,  being the  surviving
entity,  changed its name to Uranium  International Corp. The Company intends to
engage in the  acquisition  and  exploration of uranium mining  properties.  The
Company  is in the  exploration  stage and its  operations  principally  involve
research  and  development,  market  analysis,  property  evaluation  and  other
business planning activities, and no revenue has been generated to date.

Nu-Mex was  incorporated on June 4, 2007 and NewCo was incorporated on March 11,
2008,  both  under  the  laws  of the  State  of  Nevada  as  then  wholly-owned
subsidiaries  of the  Company  and at no time  had any  assets,  liabilities  or
operations.  Nu-Mex and NewCo were  incorporated  for the purposes of completing
the  merger  and  accordingly  these  transactions  do not  constitute  business
combinations and have no impact on the Company's  financial  position or results
of operations.

Effective  June 6,  2007 the  Company  completed  a forward  stock  split by the
issuance of 5 new shares for each 1 outstanding  share of the  Company's  common
stock. Further, on March 11, 2008 the Company completed a forward stock split by
the  issuance of 1.5 new shares for each 1  outstanding  share of the  Company's
common stock (Note 7). Unless otherwise  noted, all references  herein to number
of shares,  price per share or weighted  average  shares  outstanding  have been
adjusted to reflect these stock splits on a retroactive basis.

The Company is an  exploration  stage  enterprise,  as defined in  Statements of
Financial  Accounting  Standards  ("SFAS") No. 7,  "ACCOUNTING  AND REPORTING BY
DEVELOPMENT  STAGE  ENTERPRISES".  The  Company is  devoting  all of its present
efforts to securing and  establishing  a new business and its planned  principle
operations have not commenced.  Accordingly,  no revenue has been derived during
the organization period.

The Company's  financial  statements as at February 28, 2009 and for the periods
then ended have been prepared based on a going concern basis, which contemplates
the  realization of assets and the settlement of liabilities  and commitments in
the normal course of business.  The Company has incurred  operating  loses since
inception  of  $23,841,176  and as at February  28,  2009 has a working  capital
deficit of $884,371. The Company requires additional funding to meet its ongoing
obligations and anticipated ongoing operating losses. The ability of the Company
to  continue  as a going  concern is  dependant  on raising  capital to fund its
initial   business  plan  and  ultimately  to  attain   profitable   operations.
Accordingly,  these factors raise  substantial doubt as to the Company's ability
to continue  as a going  concern.  The  Company  intends to continue to fund its
exploration business by way of private placements and advances from shareholders
as may be required.

COMPARATIVE FIGURES

Certain  comparative  figures have been  reclassified in order to conform to the
current period's financial statement presentation.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
________________________________________________________________________________

The  following  is a summary  of  significant  accounting  policies  used in the
preparation of these financial statements.

BASIS OF PRESENTATION

The  accounting  and  reporting  policies of the Company  conform to  accounting
principles  generally  accepted in the United  States of America  applicable  to
exploration stage enterprises.  The functional  currency is the U.S. dollar, and
financial statements are presented in U.S. dollars.

                                       44
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

CASH AND CASH EQUIVALENTS

Cash and cash  equivalents  include  highly  liquid  investments  with  original
maturities of three months or less.

USE OF ESTIMATES AND ASSUMPTIONS

Preparation of the financial  statements in conformity  with generally  accepted
accounting  principles  ("GAAP")  requires  management  to  make  estimates  and
assumptions  that affect certain  reported amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of expenses during the period.  Accordingly,
actual results could differ from those estimates.

MINERAL PROPERTY EXPENDITURES

The Company is primarily engaged in the acquisition, exploration and development
of mineral properties.

Mineral property  acquisition  costs are capitalized in accordance with Emerging
Issue Task Force  ("EITF") 04-2 when  management  has  determined  that probable
future  benefits  consisting of a contribution  to future cash inflows have been
identified and 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 acquisition costs are
expensed as  incurred if the  criteria  for  capitalization  are not met. In the
event that mineral  property  acquisition  costs are paid with  Company  shares,
those shares are recorded at the estimated fair value at the time the shares are
due in accordance with the terms of the property agreements.

Mineral property exploration costs are expensed as incurred.

When  it  has  been  determined  that a  mineral  property  can be  economically
developed  as a result of  establishing  proven and  probable  reserves  and pre
feasibility, the costs incurred to develop such property are capitalized.

Estimated  future removal and site  restoration  costs,  when  determinable  are
provided over the life of proven reserves on a units-of-production basis. Costs,
which include production  equipment removal and environmental  remediation,  are
estimated  each  period  by  management  based on  current  regulations,  actual
expenses incurred, and technology and industry standards. Any charge is included
in exploration  expense or the provision for depletion and  depreciation  during
the  period  and  the  actual  restoration   expenditures  are  charged  to  the
accumulated provision amounts as incurred.

As of the date of these  financial  statements,  the Company has  incurred  only
property option payments and exploration costs which have been expensed.

To date the Company has not established  any proven or probable  reserves on its
mineral properties.

ASSET RETIREMENT OBLIGATIONS

The Company has adopted the  provisions of SFAS No. 143,  "ACCOUNTING  FOR ASSET
RETIREMENT  OBLIGATIONS" which establishes standards for the initial measurement
and subsequent accounting for obligations  associated with the sale, abandonment
or other disposal of long-lived  tangible  assets arising from the  acquisition,
construction  or  development  and for normal  operations  of such  assets.  The
adoption of this standard has had no effect on the Company's  financial position
or results of operations.  As of February 28, 2009, any potential costs relating
to the ultimate disposition of the Company's mineral property interests have not
yet been determinable.

INCOME TAXES

The Company follows the liability  method of accounting for income taxes.  Under
this method,  deferred tax assets and  liabilities are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
balances.  Deferred tax assets and  liabilities  are measured  using  enacted or
substantially  enacted tax rates  expected to apply to the taxable income in the
years in which those  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 income in the  period  that  includes  the date of  enactment  or
substantive  enactment.  As at February  28, 2009 the Company had net  operating
loss carryforwards,  however, due to the uncertainty of realization, the Company
has provided a full  valuation  allowance for the deferred tax assets  resulting
from these loss carryforwards.

                                       45
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

NET INCOME (LOSS) PER SHARE

The Company  computes  income (loss) per share in accordance  with SFAS No. 128,
"EARNINGS  PER SHARE"  which  requires  presentation  of both basic and  diluted
earnings  per share on the face of the  statement  of  operations.  Basic income
(loss) per share is computed by dividing net income  (loss)  available to common
shareholders by the weighted average number of outstanding  common shares during
the  period.  Diluted  income  (loss)  per share  gives  effect to all  dilutive
potential common shares outstanding  during the period.  Dilutive loss per share
excludes all potential common shares if their effect is anti-dilutive.

FOREIGN CURRENCY TRANSLATION

The financial  statements are presented in U.S. dollars. In accordance with SFAS
No. 52, "FOREIGN CURRENCY TRANSLATION",  foreign denominated monetary assets and
liabilities  are  translated  to their U.S.  dollar  equivalents  using  foreign
exchange rates which  prevailed at the balance sheet date.  Revenue and expenses
are  translated  at  average  rates  of  exchange  during  the  period.  Related
translation  adjustments are reported as a separate  component of  stockholders'
equity, whereas gains or losses resulting from foreign currency transactions are
included in results of  operations.  To February 28,  2009,  the Company has not
recorded any translation adjustments into stockholders' equity.

STOCK-BASED COMPENSATION

On June 1, 2006, the Company  adopted the fair value  recognition  provisions of
Financial Accounting Standards Board ("FASB") Statement No. 123(R), "SHARE-BASED
PAYMENT".      The     Company     adopted     SFAS     123(R)     using     the
modified-prospective-transition  method.  Under this method,  compensation  cost
recognized for the year ended May 31, 2007 includes:  a)  compensation  cost for
all  share-based  payments  granted  prior to,  but not yet vested as of May 31,
2006,  based on the  grant-date  fair value  estimated  in  accordance  with the
original  provisions of SFAS 123, and b)  compensation  cost for all share-based
payments granted  subsequent to May 31, 2006, based on the grant-date fair value
estimated  in  accordance  with the  provisions  of SFAS  123(R).  In  addition,
deferred  stock  compensation  related to  non-vested  options is required to be
eliminated  against additional paid-in capital upon adoption of SFAS 123(R). The
results for the prior periods were not restated.

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 EITF in Issue No. 96-18.  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 earliest of a  performance
commitment or completion of  performance by the provider of goods or services as
defined by EITF 96-18.

FAIR VALUE OF FINANCIAL INSTRUMENTS

In accordance with the  requirements of SFAS No. 107, the Company has determined
the  estimated  fair  value of  financial  instruments  using  available  market
information and appropriate valuation methodologies. The fair value of financial
instruments  classified  as  current  assets or  liabilities  approximate  their
carrying value due to the short-term maturity of the instruments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2008, the FASB issued FASB Staff Position ("FSP")  Accounting  Principles
Board Opinion No. 14-1, "ACCOUNTING FOR CONVERTIBLE DEBT INSTRUMENTS THAT MAY BE
SETTLED IN CASH UPON CONVERSION  (INCLUDING PARTIAL CASH SETTLEMENT)".  FSP 14-1
requires  issuers of convertible debt instruments that may be settled in cash to
separately account for the liability and equity components in a manner that will
reflect the entity's  nonconvertible  debt  borrowing rate when interest cost is
recognized  in periods  subsequent to adoption.  Upon adoption of FSP 14-1,  the
Company will  allocate a portion of the proceeds  received  from the issuance of
convertible  notes between a liability and equity  component by determining  the
fair value of the liability component using the Company's  non-convertible  debt
borrowing  rate. The  difference  between the proceeds of the notes and the fair
value of the liability component will be recorded as a discount on the debt with
a  corresponding  offset to  paid-in-capital.  The  resulting  discount  will be
accreted by recording  additional  non-cash  interest  expense over the expected
life of the  convertible  notes using the effective  interest  rate method.  The
provisions  of  FSP  14-1  are to be  applied  retrospectively  to  all  periods
presented  upon  adoption and are  effective  for fiscal years  beginning  after
December 15, 2008 and interim periods within those fiscal years.  Management has
not  determined  the  effect  that  adopting  this  statement  would have on the
Company's financial position, cash flows and results of operations.

                                       46
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
________________________________________________________________________________

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In April 2008, the FASB issued FSP No. FAS 142-3,  "DETERMINATION  OF THE USEFUL
LIFE OF INTANGIBLE ASSETS". In determining the useful life of intangible assets,
FSP FAS 142-3 removes the  requirement to consider  whether an intangible  asset
can be  renewed  without  substantial  cost  of  material  modifications  to the
existing terms and conditions and,  instead,  requires an entity to consider its
own historical experience in renewing similar  arrangements.  FSP FAS 142-3 also
requires  expanded  disclosure  related to the determination of intangible asset
useful lives.  FSP FAS 142-3 is effective for  financial  statements  issued for
fiscal years  beginning  after December 15, 2008.  Management has not determined
the effect that adopting this  statement  would have on the Company's  financial
position, cash flows or results of operations.

In March  2008,  the FASB issued SFAS No.  161,  "DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING  ACTIVITIES".  SFAS 161 is intended to improve financial
reporting  about  derivative  instruments  and hedging  activities  by requiring
enhanced  disclosures to enable investors to better  understand their effects on
an entity's financial position,  financial performance, and cash flows. SFAS 161
achieves  these  improvements  by  requiring  disclosure  of the fair  values of
derivative  instruments and their gains and losses in a tabular format.  It also
provides more information about an entity's liquidity by requiring disclosure of
derivative  features  that  are  credit   risk-related.   Finally,  it  requires
cross-referencing within footnotes to enable financial statement users to locate
important information about derivative  instruments.  SFAS 161 will be effective
for financial  statements  issued for fiscal years and interim periods beginning
after November 15, 2008,  will be adopted by the Company  beginning in the first
quarter of fiscal 2010. The Company does not expect there to be any  significant
impact of adopting SFAS 161 on its financial position, cash flows and results of
operations.

In December  2007,  the FASB issued  SFAS No. 160,  "NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51" 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 Company does not expect there to
be any significant impact of adopting SFAS 160 on its financial  position,  cash
flows or results of operations.

In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  "BUSINESS
COMBINATIONS".   SFAS  No.  141(R)  will  change  the  accounting  for  business
combinations.  Under SFAS No.  141(R),  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. 141(R) will
change the accounting  treatment and disclosure for certain  specific items in a
business  combination.   SFAS  No.  141(R)  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 June 1,
2009 will be recorded and disclosed  following  existing  GAAP. The Company does
not  expect  there to be any  significant  impact  of  adopting  SFAS 141 on its
financial position, cash flows or results of operations.

INTERNATIONAL FINANCIAL REPORTING STANDARDS

In November  2008, the  Securities  and Exchange  Commission  ("SEC") issued for
comment a proposed  roadmap  regarding  potential  use of  financial  statements
prepared in accordance with International Financial Reporting Standards ("IFRS")
as issued by the International  Accounting  Standards Board.  Under the proposed
roadmap,  the  Company  would be  required to prepare  financial  statements  in
accordance with IFRS in fiscal year 2014, including comparative information also
prepared  under IFRS for fiscal  2013.  The Company is currently  assessing  the
potential impact of IFRS on its financial statements and will continue to follow
the proposed roadmap for future developments.

                                       47
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 3 - MINERAL EXPLORATION PROPERTIES
________________________________________________________________________________

(A)  GEOFORUM SCANDINAVIA AB PROPERTY

Effective  December 9, 2008 the Company  entered  into a written  letter  option
agreement with Geoforum  Scandinavia AB ("Geoforum") for the exclusive option to
acquire a 100%  undivided  interest in four  mineral  properties  in Sweden (the
"Geoforum  Properties"),  subject to a 3% NSR royalty  ("Geoforum  Letter Option
Agreement"). The Company has until May 15, 2009 to conduct its due diligence and
then, to proceed to enter into a more formal  option  agreement  with  Geoforum.
Until then,  the Letter Option  Agreement  remains  binding  between the parties
(Note 10).

Under the terms of the Geoforum  Letter Option  Agreement,  in order to exercise
the  Option,  the  Company  from the date of the  signing of the  Formal  Option
Agreement,  must pay  Geoforum  $225,000  over  seven  years and  issue  100,000
restricted common shares of the Company as follows:

     o    $25,000  on or  before  the  earlier  of the  expiration  of  the  due
          diligence period or February 28, 2009 (the "Geoforum  Effective Date")
          (paid on March 6, 2009) (Notes 4, 9 and 11);

     o    $25,000 upon the expiration of six months from the Geoforum  Effective
          Date;

     o    $25,000  upon the  first  twelve  month  anniversary  of the  Geoforum
          Effective  Date (the  "Geoforum  Anniversary  Date") and upon each and
          every Geoforum  Anniversary Date thereafter until either the Option is
          exercised and the Company  acquired a 100%  undivided  interest in the
          Geoforum Properties or the Option is terminated;

     o    Issuance of 50,000  shares of the  Company's  restricted  common stock
          upon the first Geoforum Anniversary Date; and

     o    Issuance of 50,000  shares of the  Company's  restricted  common stock
          upon the second Geoforum Anniversary Date.

The Company  will also be  responsible  for  incurring  exploration  expenses of
approximately $3,700,000 over the seven year period as follows:

     o    $300,000  after  the  Geoforum  Effective  Date and prior to the first
          Geoforum Anniversary Date;

     o    $400,000 between the first and second Geoforum Anniversary Dates; and

     o    $3,000,000 between the third and seventh Geoforum Anniversary Dates.

The Company  also has the option to extend the period in which to incur the work
expenditures  from seven years to nine years by paying  Geoforum  an  additional
$100,000.

(B)  TRANS ATLANTIC METALS AB PROPERTY

Effective  January 15, 2009 the Company  entered  into a written  letter  option
agreement with Trans Atlantic Metals AG ("TAM") and its wholly owned subsidiary,
T.A Metal,  Sweden AG for  exclusive  options to acquire up to an 80%  undivided
interest in four mineral properties in Sweden (the "TAM Properties"), subject to
a 3% NSR royalty ("TAM Letter Option Agreement").  The Company has until May 15,
2009 to  conduct  its due  diligence  and then,  to proceed to enter into a more
formal  option  agreement  with TAM.  Until then,  the Letter  Option  Agreement
remains binding between the parties (Note 10).

According to the terms of the TAM Letter Option Agreement,  in order to exercise
the first Option for a 51% interest, the Company from the date of signing of the
Formal Option  Agreement,  must pay TAM $75,000  within the first year ($225,000
over seven  years) and issue  100,000  restricted  common  shares of the Company
within two years as follows:

     o    $25,000  on or  before  the  earlier  of the  expiration  of  the  due
          diligence period or February 28, 2009 (the "TAM Effective Date") (paid
          on March 2, 2009) (Notes 4, 9 and 11);

     o    $25,000 upon the expiration of six months from the TAM Effective Date;

     o    $25,000 upon the first twelve month  anniversary  of the TAM Effective
          Date  (the  "TAM  Anniversary  Date")  and  upon  each and  every  TAM
          Anniversary  Date thereafter  until either the Option is exercised and
          the Company acquired a 80% undivided interest in the TAM Properties or
          the Option is terminated;

     o    Issuance of 50,000  shares of the  Company's  restricted  common stock
          upon the first TAM Anniversary Date; and

     o    Issuance of 50,000  shares of the  Company's  restricted  common stock
          upon the second TAM Anniversary Date.

                                       48
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 3 - MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(B)   TRANS ATLANTIC METALS AB PROPERTY (CONTINUED)

The Company must also incur exploration expenses of $700,000 within two years as
follows:

     o    $300,000  after  the TAM  Effective  Date and  prior to the  first TAM
          Anniversary Date; and

     o    $400,000 between the first and second TAM Anniversary Dates.

In order to exercise the remaining 29% interest,  the Company must incur further
exploration expenses of $3,000,000 between the third and seventh TAM Anniversary
Dates.  The  Company  also has the option to extend the period in which to incur
the work expenditures from seven years to nine years by paying TAM an additional
$100,000.

(C)      NOSE ROCK PROPERTY

Further to the Letter of Intent  ("LOI") which became  effective  June 18, 2007,
the Board of  Directors  of the Company  approved  the  Company's  entry into an
Option and Joint Venture  Agreement (the  "Agreement")  effective  September 14,
2007, with Strathmore Resources (US) Inc. ("Strathmore").  The Agreement set out
the terms upon which the Company and Strathmore will explore  Strathmore's  Nose
Rock properties.

Pursuant to the terms of the Agreement,  Strathmore granted the Company the sole
and exclusive  right to acquire up to a 65% interest in  Strathmore's  Nose Rock
properties  (collectively,  the  "Property"),  located  northeast of  Crownpoint
within the Grants Mineral Belt in the State of New Mexico on approximately 5,000
acres in consideration of:

1.   The Company  paying to  Strathmore  $250,000 and issuing  7,500,000  common
     shares in the capital stock of the Company  (amounts paid and common shares
     issued on September 14, 2007 and valued at $14,000,000) (Note 7), and

2.   The  Company   incurring  a  minimum  of  $44,500,000  in  work  commitment
     expenditures  on the Nose Rock  project in  accordance  with the  following
     schedule:

     o    $1,000,000 work commitment  expenditures to be incurred in each of the
          first and second years from closing;

     o    an additional  $1,500,000 work commitment  expenditures to be incurred
          in the third year from closing;

     o    an additional $10,000,000 work commitment  expenditures to be incurred
          in each of the fourth, fifth and sixth years from closing; and

     o    an additional $11,000,000 work commitment  expenditures to be incurred
          in the seventh year from closing.

The Agreement further  contemplated  that,  provided that the Company was not in
default,  (i) the Company will have acquired a 25% interest in the Property once
the Company  incurred  $13,500,000 of its total  $44,500,000 in work  commitment
expenditures, and (ii) the Company will have acquired an additional 40% interest
in the Property once the Company incurred the remaining $31,000,000 of its total
$44,500,000 in work commitment  expenditures.  However,  subject to the terms of
the Agreement, Strathmore has the right to retain or earn back a 16% interest in
the Property by paying  $25,000,000 to the Company.  Until the Company  acquires
its full 65%  interest (or its 49%  interest if  Strathmore  elects to retain or
earn back a 16% interest),  Strathmore will not be required to contribute to the
costs of exploration or development of the Property.  After the Company acquires
its full 65%  interest (or its 49%  interest if  Strathmore  elects to retain or
earn back 16% interest),  each of the Company and Strathmore would contribute to
the costs with respect to the Property in  accordance  with their  proportionate
share ownership in the Property.

Within  sixty  days  of  the  fourth  anniversary  of  the  Effective  Date,  an
evaluation,  conducted in  accordance  with  National  Instrument  43-101 of the
Canadian Securities Administrator, was to be performed.

The  acquisition  cost of  $14,250,000  provided  to  Strathmore  was  initially
capitalized  as a tangible  asset.  During the year ended February 29, 2008, the
Company  recorded  a  write  down  of  mineral  property  acquisition  costs  of
$14,250,000 related to the Nose Rock Property.

On  November  18,  2008  the  Company  entered  into a  written  agreement  with
Strathmore to terminate the Nose Rock Property  Option  Agreements.  Pursuant to
the terms of the termination agreement,  Strathmore is required to return to the
Company's treasury for cancellation, the 7,500,000 shares registered in the name
of Strathmore.  Upon completion of the termination agreement, all obligations of
Strathmore  and  the  Company  pertaining  to  the  Nose  Rock  Property  Option
Agreements were terminated. At February 28, 2009, the Company was in the process
of obtaining the 7,500,000 shares from Strathmore to be returned to treasury for
cancellation (Notes 7 and 10).

                                       49
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 3 - MINERAL EXPLORATION PROPERTIES (CONTINUED)
________________________________________________________________________________

(D)      DALTON PASS PROPERTY

Further to the LOI dated July 11, 2007,  effective October 5, 2007, the Board of
Directors of the Company  approved the Company's  entry into an Option and Joint
Venture  Agreement dated October 5, 2007 (the  "Agreement") with Strathmore with
respect to  Strathmore's  Dalton Pass  Property (the  "Property").  The Property
consists of certain  federal lode mining claims located  between Church Rock and
Crownpoint  uranium districts of the western Grants Mineral Belt in the State of
New Mexico.

Pursuant to the terms of the Agreement,  Strathmore granted the Company the sole
and exclusive  right and option to acquire up to a 65% interest in the Property,
in consideration of:

1.   The Company paying Strathmore $250,000 (amount paid on July 16, 2007); and

2.   The  Company   incurring  a  total  of  $16,750,000   in  work   commitment
     expenditures on the Property  ("Expenditures"),  and additional payments of
     $1,000,000 in cash or stock to Strathmore in accordance  with the following
     schedule:

     o    $1,000,000 in Expenditures plus $250,000 payment in cash or equivalent
          fair value of common stock on or before October 5, 2008;

     o    an additional $2,000,000 in Expenditures plus $250,000 payment in cash
          or equivalent fair value of common stock on or before October 5, 2009;

     o    an additional $2,750,000 in Expenditures plus $250,000 payment in cash
          or equivalent fair value of common stock on or before October 5, 2010;

     o    an additional $3,000,000 in Expenditures plus $250,000 payment in cash
          or equivalent fair value of common stock on or before October 5, 2011;

     o    a further $4,000,000 in Expenditures or before October 5, 2012; and

     o    a further $4,000,000 in Expenditures or before October 5, 2013.

The Company would earn a 25% interest in the Property once the Company completed
its commitments  (Expenditures of $8,750,000 and cash/stock of $1,000,000) on or
before October 5, 2011. The Company would earn an additional 40% interest in the
Property once the Company  completed its additional  commitments  ($8,000,000 in
work commitment  expenditures) on or before October 5, 2013. However, subject to
the terms of the  Agreement,  Strathmore  has the right to retain or earn back a
16% interest in property by paying $8,000,000 to the Company.  Until the Company
acquires  its full 65% interest  (or its 49%  interest if  Strathmore  elects to
retain  or  earn  back a 16%  interest),  Strathmore  will  not be  required  to
contribute to the costs of exploration or development of the Property. After the
Company acquires its full 65% interest (or its 49% interest if Strathmore elects
to retain or earn back a 16% interest),  then each of the Company and Strathmore
would  contribute to the costs with respect to the Property in  accordance  with
their proportionate ownership interest in the Property.

The acquisition cost of $250,000 paid to Strathmore was initially capitalized as
a tangible asset.  During the year ended February 29, 2008, the Company recorded
a write down of mineral  property  acquisition  costs of $250,000 related to the
Dalton Pass Property.

On  November  18,  2008  the  Company  entered  into a  written  agreement  with
Strathmore  to  terminate  the  Dalton  Pass  Property  Option  Agreement.  Upon
completion of the termination  agreement,  all obligations of Strathmore and the
Company pertaining to the Dalton Pass Property Option Agreement were terminated.

NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
________________________________________________________________________________

Accounts payable and accrued liabilities are non-interest bearing, unsecured and
have settlement dates within one year.

Included in accounts  payable and accrued  liabilities  at February  28, 2009 is
$50,000 (February 29, 2008 - $Nil) related to mineral properties option payments
payable to Geoforum and TAM (Notes 3, 9 and 11).

                                       50
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 5 - DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS
________________________________________________________________________________

The balance due to related  parties of $179,463 at February  28, 2009  (February
29, 2008 - $21,800)  is due to  shareholders  of the  Company and is  unsecured,
non-interest bearing and payable on demand.

The Company entered into the following  transactions with related parties during
the year ended February 28, 2009:

     i.   Paid or accrued  management  fees of $180,000 (2008 - $10,000,  2007 -
          $Nil) to the former President and director of the Company.

     ii.  Paid or accrued  management  fees of $100,000 (2008 - $10,000,  2007 -
          $Nil) to a former director of the Company.

     iii. Paid or  accrued  management  fees of $21,600  (2008 - $1,800,  2007 -
          $Nil) to a director and former Chief Financial Officer of the Company.

The  amounts  charged  to the  Company  for  the  services  provided  have  been
determined by negotiation among the parties and in certain cases, are covered by
signed  agreements.  It is the  position of the  management  of the Company that
these  transactions were in the normal course of operations and were measured at
the exchange value which represented the amount of consideration established and
agreed to by the related parties (Note 10).

NOTE 6 - RELATED PARTY PROMISSORY NOTE
________________________________________________________________________________

The related party promissory note payable of $552,481 at February 28, 2009 (2008
- $384,617)  consists of principal and accrued  interest payable of $491,000 and
$61,481  respectively.  These  amounts are  unsecured,  bear interest at 10% per
annum and have no set terms of repayment.  On June 4, 2007 the Company  signed a
promissory  note with a shareholder of the Company for $250,000 at a rate of 10%
per  annum.  During the year  ended  February  28,  2009,  the same  shareholder
advanced the Company an additional  $130,000  (2008 - $111,000) at a rate of 10%
per annum.

NOTE 7 - CAPITAL STOCK
________________________________________________________________________________

AUTHORIZED

The total  authorized  capital is  375,000,000  common  shares with par value of
$0.001 per share.  On June 4, 2007 the Company  increased the  authorized  share
capital of the Company from  75,000,000  shares of common  stock to  375,000,000
shares of common stock with the same par value of $0.001 per share.

ISSUED AND OUTSTANDING

On June 4, 2007, the directors of the Company  approved a special  resolution to
undertake a forward split of the common stock of the Company on a basis of 5 new
common shares for 1 old common share.  On February 26, 2008, and effective March
11,  2008,  the  directors  of the  Company  approved  a special  resolution  to
undertake a further  forward split of the common stock of the Company on a basis
of 1.5 new common shares for 1 old share (Note 1).

All references in these financial  statements to number of common shares,  price
per share and weighted average number of common shares  outstanding prior to the
5:1 forward stock split on June 4, 2007 and the 1.5:1 forward split on March 11,
2008 have been adjusted to reflect  these stock splits on a  retroactive  basis,
unless otherwise noted.

The total issued and outstanding  capital stock is 54,037,500 common shares with
par value of $0.001 per share.  The Company's common stock issuances to date are
as follows:

     i.   On November 29,  2004,  30,000,000  common  shares of the Company were
          issued to an officer and director of the Company for cash  proceeds of
          $4,000.

     ii.  On January 10,  2005,  18,000,000  common  shares of the Company  were
          issued for cash proceeds of $2,400.

     iii. On January 21,  2005,  11,250,000  common  shares of the Company  were
          issued for cash proceeds of $15,000.

                                       51
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 7 - CAPITAL STOCK (CONTINUED)
________________________________________________________________________________

     iv.  On January 25,  2005,  1,500,000  common  shares of the  Company  were
          issued for cash proceeds of $2,000.

     v.   On February 1, 2005,  187,500 common shares of the Company were issued
          for cash proceeds of $2,500.

     vi.  On May 30, 2007,  15,000,000  restricted  common shares of the company
          were returned and  subsequently  cancelled by the Company.  The shares
          were returned to treasury for no consideration to the shareholder.

     vii. On September  14, 2007,  7,500,000  common  shares of the Company were
          issued to Strathmore  in  accordance  with the terms of the Option and
          Joint  Venture  Agreement.  These  common  shares  had a fair value of
          $14,000,000.  At February 28, 2009,  the Company was in the process of
          obtaining  the  7,500,000  shares  from  Strathmore  to be returned to
          treasury for cancellation (Notes 3(c) and 10).

     viii. On February 26, 2008,  the Company issued 600,000 units at a price of
          $1.67 per unit for proceeds of  $1,000,000.  Each unit consists of one
          common share and one half  non-transferable  share  purchase  warrant.
          Each whole share purchase  warrant  entitles the holder to purchase an
          additional  common  share at a price of $2.00 up to February 26, 2009.
          As at February  28, 2009,  all of the related  warrants in this series
          expired.

SHARE PURCHASE WARRANTS

There are no outstanding share purchase warrants at February 28, 2009.

The following is a summary of warrant  activities during the year ended February
28, 2009:

<TABLE>
<CAPTION>

                                                                        Weighted average
                                                 Weighted average       remaining In
                                 Number of           exercise           contractual life
                                 Warrants        Price per share        (in years)

________________________________________________________________________________________
<S>                                <C>                   <C>               <C>

Balance, February 28, 2007               -           $      -                       -
Issued                             300,000               2.00
Expired                                  -                  -
Exercised                                -                  -
________________________________________________________________________________________

Balance, February 29, 2008         300,000               2.00              0.99 years
Issued                                   -                  -
Expired                           (300,000)              2.00
Exercised                                -                  -
________________________________________________________________________________________

Balance, February 28, 2009               -            $     -                        -
========================================================================================

</TABLE>


The weighted  average  grant date fair value of warrants  issued during the year
ended February 28, 2009, amounted to $Nil per warrant (February 29, 2008 - $0.61
per warrant).  The fair value of each warrant  granted was determined  using the
Black-Scholes   option  pricing  model  and  the  following   weighted   average
assumptions:

                              2009         2008       2007
__________________________________________________________

Risk free interest rate          -        4.10%          -
Expected life                    -       1 year          -
Annualized volatility            -       74.54%          -
Expected dividends               -            -          -

                                       52
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 7 - CAPITAL STOCK (CONTINUED)
________________________________________________________________________________

STOCK OPTIONS

On April 2, 2008 the Board of  Directors of the Company  ratified,  approved and
adopted a Stock  Option Plan for the Company in the amount of  5,000,000  shares
with an exercisable period up to 10 years. In the event an optionee ceases to be
employed by or to provide  services to the Company for reasons other than cause,
any Stock  Option  that is vested and held by such  optionee  maybe  exercisable
within up to ninety  calendar  days after the  effective  date that his position
ceases. No Stock Option granted under the Stock Option Plan is transferable. Any
Stock  Option held by an optionee at the time of his death may be  exercised  by
his estate  within one year of his death or such  longer  period as the Board of
Directors may determine.

As approved by the Board of  Directors,  on April 2, 2008,  the Company  granted
2,750,000  stock options to certain  officers,  directors and  management of the
Company at $1.75 per share for terms of ten years. The total fair value of these
options at the date of grant was estimated to be $4,134,405,  and was determined
using the Black-Scholes option pricing model with an expected life of 5 years, a
risk free interest rate of 3.18%, a dividend yield of 0% and expected volatility
of 106% and has been recorded as a stock-based  compensation  expense during the
year (Note 11).

As approved by the Board of Directors,  on July 9, 2008 and August 18, 2008, the
Company  granted a total of  1,750,000  stock  options to certain  officers  and
directors  of the  Company at $3.00 per share for terms of ten years.  The total
fair value of these  options at the date of grant was estimated to be $3,822,500
and was  determined  using  the  Black-Scholes  option  pricing  model  with the
following weighted average assumptions; an expected life of 5 years, a risk free
interest rate of 3.09%, a dividend yield of 0% and expected  volatility of 120%.
This amount has been recorded as a stock-based  compensation  expense during the
year (Note 11).

The following stock options were outstanding at February 28, 2009

                                                     REMAINING
                    EXERCISE         NUMBER         CONTRACTUAL
                    PRICE          OF OPTIONS       LIFE (YEARS)
                       $


Stock Options         1.75          2,750,000           9.09
                      3.00          1,000,000           9.36
                      3.00            750,000           9.47
                                    _________

                                    4,500,000
                                    =========

The  following  is a summary of stock  option  activities  during the year ended
February 28, 2009:

                                                     WEIGHTED
                                                     AVERAGE
                                  NUMBER OF       EXERCISE PRICE
                                  OPTIONS                $
________________________________________________________________

Outstanding and exercisable
   at February 29, 2008
   and February 28, 2007                  -               -
Granted during the year           4,500,000            2.24
Exercised during the year                 -               -
Expired during the year                   -               -
________________________________________________________________


Outstanding and exercisable at
   February 28, 2009 (Note 11)    4,500,000            2.24
================================================================

Weighted average fair value of
   options granted during the year                     1.77
================================================================

                                       53
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 8 - INCOME TAXES
________________________________________________________________________________

The Company  has losses  carry  forward  for income tax purpose to February  28,
2009.  There are no current or deferred tax expenses for the year ended February
28, 2009 due to the Company's loss position.  The Company has fully reserved for
any  benefits of these  losses.  The  deferred  tax  consequences  of  temporary
differences in reporting  items for financial  statement and income tax purposes
are recognized,  as appropriate.  Realization of the future tax benefits related
to the deferred tax assets is dependent on many factors, including the Company's
ability to generate  taxable income within the net operating  loss  carryforward
period. Management has considered these factors in reaching its conclusion as to
the valuation allowance for financial reporting purposes.

The provision for refundable federal income tax consists of the following:

<TABLE>
<CAPTION>

                                                          For the year ended
                                              __________________________________________
                                               February         February        February
                                               28, 2009         29, 2008        28, 2007
                                                  $                $               $
                                              __________       __________       ________
<S>                                            <C>              <C>              <C>

Deferred tax asset attributable to
   Current operations                          2,953,173        5,125,551        27,377
Contributions to capital by related parties            -                -        (8,160)
Non-deductible stock-based compensation       (2,705,348)               -             -
Less: Change in Valuation allowance             (247,825)      (5,125,551)      (19,217)
                                               _________        _________       ________

Net refundable amount                                  -                -             -
                                               =========        =========       ========
</TABLE>

The composition of the Company's  deferred tax asset as at February 28, 2009 and
February 29, 2008 are as following:


                                                         As at
                                              ___________________________
                                               February         February
                                               28, 2009         29, 2008
                                                  $                $
                                              __________       __________

Net operation loss carry-forward              15,860,271       15,131,373
Statutory federal income tax rate                     34%              34%
Deferred tax assets                            5,392,492        5,144,667
Less: Valuation allowance                     (5,392,492)      (5,144,667)
                                              __________       __________

Net Deferred Tax Assets                                -                -
                                              ==========       ==========


The  potential  income  tax  benefit of these  losses has been  offset by a full
valuation allowance.

As at February  28,  2009,  the Company has an unused net  operating  loss carry
forward balance of approximately  $15,860,271 that is available to offset future
taxable income.  This unused net operation loss carry forward balance for income
tax purposes expires between years 2025 and 2029.

                                       54
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 9 - SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS
________________________________________________________________________________

<TABLE>
<CAPTION>

                                            For the period from
                                            the date of inception                      For the year ended
                                            (October 11, 2004) to   _________________________________________________________
                                            February 28, 2009       February 28, 2009   February 29, 2008   February 28, 2007
_____________________________________________________________________________________________________________________________
                                                 (unaudited)
                                                      $                     $                   $                   $
<S>                                              <C>                                       <C>

Cash paid for interest                                    -                   -                     -                 -
Cash paid for income taxes                                -                   -                     -                 -

Non-cash transactions:
   Donated rent and services                         24,000                   -                     -            24,000
   Shares issued for exploration expenses        14,000,000                   -            14,000,000
   Mineral property expenses included in
      accounts payable                               50,000              50,000                     -                 -
_____________________________________________________________________________________________________________________________

</TABLE>

NOTE 10 - COMMITMENTS
_____________________________________________________________________________

On August 24,  2007,  the  Company  agreed to pay two  directors  of the Company
management  fees of $10,000  per month each on a month to month basis and to pay
the director and former Chief Financial  Officer of the Company  management fees
of $1,800 per month on a month to month basis (Note 5).

Effective April 1, 2008 the Company entered into an executive  service agreement
with Cleary Petroleum  Corporation  ("CPC") and Richard M. Cherry. In accordance
with the terms and provisions of the Executive Agreement, Mr. Cherry through CPC
would provide to the Company such services as required relating to his executive
position  as the  President  and Chief  Executive  Officer  of the  Company.  In
accordance,  the Company  shall pay to CPC a monthly fee of $25,000 and grant to
Mr. Cherry 1,000,000 stock options exercisable at $1.75 per share for a ten year
period.  The  Executive  Agreement may be terminated by either party upon thirty
days  notice.  Effective  July  9,  2008,  the  Company  accepted  Mr.  Cherry's
resignation from the position of Chief Executive  Officer and the termination of
the Executive  Agreement.  Mr. Cherry has retained his position on the Company's
Board of Directors and the previous stock option granted (Note 11).

Effective  December 9, 2008 the Company  entered into a written  Geoforum Letter
Option  Agreement  with  Geoforum  for the  exclusive  option to  acquire a 100%
undivided interest in four mineral  properties in Sweden,  subject to the 3% NSR
royalty.  The Company has until May 15,  2009 to conduct its due  diligence  and
then, to proceed to enter into a more formal  option  agreement  with  Geoforum.
Until then, the Geoforum  Letter Option  Agreement  remains  binding between the
parties (Note 3(a)).

Effective  January 15, 2009 the Company entered into a written TAM Letter Option
Agreement  with TAM and its wholly  owned  subsidiary,  T.A Metal for  exclusive
options to acquire up to an 80% undivided interest in four mineral properties in
Sweden,  subject to a 3% NSR  royalty.  The  Company  has until May 15,  2009 to
conduct  its due  diligence  and then,  to proceed  to enter into a more  formal
option agreement with TAM. Until then, the TAM Letter Option  Agreement  remains
binding between the parties (Note 3(b)).

The Company is in the process of obtaining the 7,500,000  shares from Strathmore
for  cancellation  related to the  termination of the Nose Rock Property  Option
Agreements (Notes 3(c) and 7).

                                       55
<PAGE>


URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
(EXPRESSED IN U.S. DOLLARS)
FEBRUARY 28, 2009
________________________________________________________________________________


NOTE 11 - SUBSEQUENT EVENTS
________________________________________________________________________________

1.   On March 2, 2009, the Company paid $25,000 to TAM related to the TAM Letter
     Option Agreement dated January 15, 2009 (Notes 3 and 4).

2.   On March 6, 2009,  the  Company  paid  $25,000 to  Geoforum  related to the
     Geoforum Letter Option Agreement dated December 9, 2009 (Notes 3 and 4).

3.   On April 17, 2009, the Company cancelled 4,500,000 stock options granted to
     certain officers, directors and management of the Company (Note 7).

4.   On April 17, 2009, the Company  granted  2,750,000 stock options to certain
     officers,  directors  and  management  of the  Company.  Each stock  option
     entitles the holder to purchase a common share of the Company at a price of
     $0.50 up to April 17, 2019.

5.   On April 21, 2009,  the Company  received  legal notice  regarding  certain
     amounts due and owing to CPC pertaining to an executive  service  agreement
     dated  April  1,  2008  (Note  10).  The  invoices  aggregate  $32,843.  No
     litigation  has been filed  against the  Company.  The  Company  intends to
     negotiate  with CPC  regarding  a potential  settlement  of amounts due and
     owing to CPC.

6.   On April 23,  2009,  the  Company has entered  into a Letter  Agreement  to
     purchase a total of thirteen  exploration  licences  covering eight uranium
     deposits held by  Continental  Precious  Minerals Ltd.  ("Continental")  in
     Sweden. The Company has until August 30, 2009 to conduct its due diligence.

     The  Letter  Agreement  calls for an  initial  cash  payment  of $25,000 on
     signing of the Letter Agreement (paid).

     Subject to the completion of due diligence satisfactory to the Company, the
     Letter  Agreement is to have an initial closing on August 31, 2009 at which
     time the Company is to:

     o    Make a cash payment of $7,500,000;

     o    Issue and deliver 6,000,000 common shares of the Company (subject to a
          one year re-sale restriction); and

     o    Issue and deliver  warrants  exercisable  to purchase up to  1,000,000
          common  shares  of the  Company  at the price of $1.00 per share for a
          period of two years from the date of issuance.

     At the first  anniversary  of the initial  closing on August 31, 2009,  the
     Company is to make a further  payment of $7,500,000  and  Continental is to
     transfer to the Company title to the thirteen exploration licences.

                                       56
<PAGE>

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

Our principal  independent  accountant  from  inception to current date is James
Stafford,  Inc. ("Stafford"),  Chartered Accountants,  Suite 350 - 1111 Melville
Street,  Vancouver,  British Columbia, Canada V6E 3V6. The report of Stafford on
our financial  statements  for fiscal year ended  February 28, 2009 and February
29, 2008 did not contain an adverse opinion or disclaimer of opinion, nor was it
modified as to uncertainty,  audit scope or accounting principles, other than to
state that there is  substantial  doubt as to our ability to continue as a going
concern. During fiscal year ended February 28, 2009, there were no disagreements
between us and Stafford,  whether or not  resolved,  on any matter of accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which, if not resolved to the  satisfaction of Stafford,  would have
caused Stafford to make reference thereto in its report on our audited financial
statements.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We have performed an evaluation under the supervision and with the participation
of our  management,  including our Chief  Executive  Officer and Chief Financial
Officer,  of the  effectiveness of our disclosure  controls and procedures,  (as
defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act).  Based on that
evaluation,  our  management,  including our Chief  Executive  Officer and Chief
Financial  Officer,  concluded that our disclosure  controls and procedures were
effective  as  of  February  28,  2009  to  provide  reasonable  assurance  that
information  required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting  (as  defined  in Rule  13a-15(f)  under the
Exchange  Act).  Our internal  control over  financial  reporting is designed 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 and includes those policies and
procedures  that:  (i) pertain to the  maintenance of records that in reasonable
detail  accurately and fairly reflect the  transactions  and  disposition of our
assets; (ii) provide reasonable assurances that the transactions are recorded as
necessary to permit  preparation  of financial  statements  in  accordance  with

                                       57
<PAGE>

generally accepted accounting principles, and that our receipts and expenditures
are being made only in  accordance  with  authorization  of our  management  and
directors; and (iii) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use or  disposition of our assets that
could have a material effect on the financial statements.

All  internal  control  systems,  no matter  how well  designed,  have  inherent
limitations. Therefore, even those sytems determined to be effective can provide
only reasonable  assurance with respect to financial  statement  preparation and
presentation.  Because  of  its  inherent  limitations,  internal  control  over
financial reporting may not prevent or detect misstatements.  Projections of any
evaluation  of  effectiveness  to future  periods  are  subject to the risk that
controls may be come  inadequate  because of changes in  conditions  or that the
degree of compliance with the policies or procedures may deteriorate.

In connection with the filing of our Annual Rpoert, our management  assessed the
effective ness of our internal  control over financial  reporting as of February
28, 2009. In making this assessment,  our management used the criteria set forth
by Committee of Sponsoring  Organizations of the Treadway Commission in Internal
Control - Integrated  Framework.  Based on our assessment  using those criteria,
management  believes  that, as of February 28, 2009,  our internal  control over
financial reporting is effective based on those criteria.

Our  independent  registered  public  accounting  firm has issued an attestation
report  on  management's  assessment  of our  internal  control  over  financial
reporting  as of  February  28,  2009.  The report can be found  included in our
audited  financial  statements  for fiscal  years  ended  February  28, 2009 and
February 29, 2008 and is incorporated herein by reference.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

We believe that a control  system,  no matter how well  designed  and  operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no  evaluation  of controls  can provide  absolute  assurance  that all
control  issues  and  instances  of fraud,  if any,  within a company  have been
detected.  Our  disclosure  controls  and  procedures  are  designed  to provide
reasonable  assurance of achieving  their  objectives,  and our Chief  Executive
Officer and our Chief  Financial  Officer have concluded that these controls and
procedures are effective at the "reasonable assurance" level.

CHANGES IN INTERNAL CONTROLS

No significant  changes were implemented in our internal controls over financial
reporting  during  the  period  covered  by this  report  that  have  materially
affected,  or are reasonably likely to materially  affect,  our internal control
over financial reporting.

AUDIT COMMITTEE REPORT

The Board of Directors has  established an audit  committee.  The members of the
audit committee are Mr. Jas Butalia,  Mr. Richard Cherry and Mr. William Thomas.
Two of the three  members of the audit  committee are  "independent"  within the
meaning of Rule 10A-3 under the Exchange  Act. The current  audit  committee was
organized on December 18, 2008 and operates under a written  charter  adopted by
our Board of Directors.

                                       58
<PAGE>


The audit  committee has received and reviewed the written  disclosures  and the
letter  from James  Stafford  Chartered  Accountants  required  by  Independence
Standards Board Standard No. 1, Independence  Discussions with Audit Committees,
as amended.

Based on the reviews and discussions  referred to above, the audit committee has
recommended to the Board of Directors that the financial  statements referred to
above be  included  in our  Annual  Report on Form 10-K for  fiscal  year  ended
February 28, 2009 filed with the Securities and Exchange Commission.

ITEM 9B. OTHER INFORMATION

Not applicable.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors  hold office until the next annual  general  meeting of the
shareholders or until their  successors are elected and qualified.  Our officers
are  appointed  by our board of directors  and hold office  until their  earlier
death, retirement, resignation or removal.

Our  directors  and executive  officers,  their ages and  positions  held are as
follows:


NAME                          AGE             POSITION WITH THE COMPANY

Marek Kreczmer                 57             President/Chief Executive Officer
                                              and a Director

William D. Thomas              57             Secretary/Treasurer,  Chief
                                              Financial Officer and a Director

Henry Martyn Fowlds            69             Director

Richard Cherry                 58             Director

Jas Butalia                    59             Director

BUSINESS EXPERIENCE

The following is a brief  account of the  education  and business  experience of
each director,  executive officer and key employee during at least the past five
years,  indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.


                                       59
<PAGE>


MAREK J. KRECZMER has been our President/Chief  Executive Officer and a director
since July 9, 2008.  Mr.  Kreczmer  has over  thirty  years of  experience  as a
geologist and mining  executive.  Mr. Kreczmer has worked for major and emerging
mining industry companies focused or uranium,  base and precious metals. He also
has extensive experience in corporate governance and administration as a current
and former director of several publicly listed mining  companies.  Currently Mr.
Kreczmer is the chief executive  officer/chief  technical officer and a director
of Hana Mining Ltd.,  which is a mineral  company  exploring  the Ghanzi  copper
prospect in Botswana.  He was previously the  president/chief  executive officer
and a  director  of  NWT  Uranium  Corp.,  a  uranium  company  engaged  in  the
exploration of uranium in Northern Quebec, Niger and Saskatchewan, Canada, and a
director of Soho  Resources  Ltd.,  a company  developing  the  Tahuehueto  gold
deposit  in  Mexicop.  In 1991,  Mr.  Kreczmer  founded  Tan  Range  Exploration
Corporation (now Tanzanian Royalty Exploration Corporation), a company active in
the Tanzania  region of Africa which is listed on the TXS and AMEX. He served as
its president through 2003. His professional  background also includes work with
Cameco  Corporation,  AGIP Canada Ltd.,  Granges  Exploration  Ltd. and Northern
Canadian Minerals Inc.

Mr.  Kreczmer  obtained  a  B.Sc.  Honors  (Mineral  Deposits  Major)  from  the
University of Ottawa and a Masters of Science  specializing in mineral  deposits
from  the  University  of  Toronto.  He  is  a  member  of  the  Association  of
Professional  Engineers  of  Saskatchewan  and the  Prospectors  and  Developers
Association of Canada (PDAC).

WILLIAM  D.  THOMAS.  Mr.  Thomas  has  been our  Chief  Financial  Officer  and
Secretary/Treasurer  since August 18, 2008.  Mr. Thomas has over thirty years of
experience in the finance and accounting  areas for the natural resource sector.
Currently, Mr. Thomas is also the chief financial officer of Mainland Resources,
Inc.,  and  Morgan  Creek  Energy,  Nevada  corporations  that  trade on the OTC
Bulletin Board as well as Mira  Resources,  a Canadian  public company traded on
the TSX Venture  Exchange.  Mr.  Thomas has held various  successive  management
positions  with Kerr McGee  Corporation's  China  operations  based in  Beijing,
China,  ending in 2004 with his final position as director of business services.
For  a  brief  period  after   leaving  Kerr  McGee,   Mr.  Thomas  acted  as  a
self-practitioner  in the accounting and finance field. In July 2007, he took on
the role of chief  financial  officer for two public  resource  companies;  Hana
Mining Inc. and NWT Uranium Corp. Recently, Mr. Thomas resigned from NWT Uranium
Corp. in July,  2008 but  continues to serve as CFO for Hana Mining.  Mr. Thomas
was  previously  general  manager  (1999-2002),  and finance and  administration
manager (1996-1999) of Kerr McGee's China operations. While in China, Mr. Thomas
was  responsible  for finance  including  Sarbanes Oxley  reporting,  budgeting,
treasury, procurement,  taxation, marketing, insurance and business development,
including  commercial  negotiations  with the Chinese  partner,  China  National
Offshore Oil Co (CNOOC) and other Chinese and joint venture partners. Mr. Thomas
focused heavily on supporting  exploration and development  operations for three
operated  blocks in Bohai Bay,  as well as  evaluation  and  negotiation  of new
venture  blocks  in  East  China  Sea and  the  South  China  Sea.  He was  also
responsible  for the liaison with CNOOC and other  Chinese oil  companies,  Kerr
McGee US  management  and joint  venture  partners,  where his main focus was to
ensure cost effective and timely  achievement of various  approved work programs
and  budgets.  He was also  Chief  Representative  for Kerr  McGee on the  Joint
Management  Committee  (JMC). Mr. Thomas  previously  worked as manager of fixed
asset accounting for Kerr McGee  Corporation's US operations  (1996), as finance
director of Kerr McGee's UK operations based in London/Aberdeen (1992-1996), and


                                       60
<PAGE>

Kerr  McGee's  Canadian  operations  in Calgary,  Alberta,  Canada  (1984-1992),
including the predecessor company,  Maxus Canada Ltd, which was acquired by Kerr
McGee Ltd. Over the course of his career, he has been involved in all aspects of
managing  accounting,  budgeting,  human resources,  administration,  insurance,
taxation and other business support aspects  surrounding gas properties for Kerr
McGee. Mr. Thomas was responsible to ensure compliance with COPAS, SEC, FASB and
international  accounting regulations.  He participated on a team that developed
the  Oracle  accounting  system   application  to  the  Kerr  McGee's  worldwide
operations.  He was most notably  involved in the  company's  initial entry into
both  China and the UK North Sea - start ups of local and  expatriate  personnel
that  eventually  developed  into core areas (over $1 Billion in value) for Kerr
McGee,  including the company's first operated offshore oil fields in China (CFD
1-1) and the UK (Gryphon).

In his early  career Mr.  Thomas also held senior  management  positions  in the
finance divisions of Norcen Energy Ltd of Calgary, Alberta (1981-1984),  Denison
Mines Ltd of Ontario Canada  (1978-1981)  and Algoma Steel  Corporation of Sault
Ste  Marie,  Ontario,  Canada  (1977).  He was  also a  Senior  Auditor  for the
accounting firm, Coopers & Lybrand in Toronto, Canada (1975-1977).

Mr. Thomas attained his Chartered  Accountant (CA) designation from the Canadian
Institute  of  Chartered  Accountants  in 1977.  He holds an Honors  Bachelor of
Commerce and Finance from the  University  of Toronto,  Ontario,  Canada.

HENRY MARTYN FOWLDS.  Mr. Fowlds has been one of our directors  since August 28,
2007 and was our prior  Secretary/Treasurer  and Chief  Financial  Officer until
August 18, 2008.  Mr.  Fowlds has over forty years of  experience  in the public
financial   markets.   Mr.  Fowlds  worked  as  a  registered   stockbroker  for
thirty-seven years, beginning with Merit Investment Corp. in Toronto,  Canada in
1965. He relocated to  Vancouver,  Canada in 1980 in order to establish the west
coast  offices for Merit.  In 1990,  Mr.  Fowlds  joined the  brokerage  firm of
Georgia  Pacific  Securities.  Mr.  Fowlds  served as Vice  President  and sales
manager of Georgia Pacific  Securities in Vancouver until 2003, when he left the
brokerage  business  to  pursue a senior  management  role  working  for  public
companies  in the  resources  and mining  sector.  Mr.  Fowlds  joined  Dentonia
Resources  Ltd. as Vice  President and Director in 2004.  Dentonia is a Canadian
mineral exploration company traded on the TSX Venture Exchange. Since late 2004,
he has also served as the Vice President and Director of Vangold Resources Ltd.,
a Canadian natural resource company traded on the TSX Venture Exchange.

RICHARD M. CHERRY.  Mr. Cherry has
been one of our directors since April 1, 2008 and was our prior  President/Chief
Executive  Officer until his  resignation  on July 9, 2008.  Mr. Cherry has over
thirty-four  years of  experience  in the nuclear  industry,  having  worked for
multiple companies in areas of uranium mining, production, conversion, marketing
and nuclear  power  generation.  Mr.  Cherry  currently  consults to the uranium
industry.  From 2000  through  2006,  Mr.  Cherry  was the  president  and chief
executive officer of Cotter Corporation and Nuclear Fuels Corporation, which are
both affiliates of General Atomics  Corporation.  Mr. Cherry was responsible for
all aspects of mining and milling operations in Colorado,  including uranium and
vanadium production. He was also responsible for the worldwide uranium marketing
efforts  of all  uranium  produced  by  Cotter  Corporation  and  Nuclear  Fuels
Corporation  to  customers  in the United  States,  Japan and Europe.  From 1997
through 2000, Mr. Cherry  serves as the vice  president of ConverDyn and Nuclear
Fuels Corporation.  ConverDyn is a joint venture between Honeywell International


                                       61
<PAGE>

and  General  Atomics  formed to market  uranium  conversion  services  to large
electrical  utilities  worldwide.  From 1993 to 1997,  Mr.  Cherry served as the
executive vice president of UG U.S.A.,  Inc. UG U.S.A. is the U.S. subsidiary of
the German  uranium  trading  company,  Urangesellschaft  mbH based in Franfurt,
which trades all forms of nuclear fuel.  From 1986 to 1993, Mr. Cherry served as
the regional director (Far East) of Sequoyah Fuels Corporation,  marketing their
uranium conversion  services to clients in Japan,  South Korea and Taiwan.  From
1973 to 1986, Mr. Cherry held various engineering and management  positions with
Kansas Gas and Electric Company, where he was responsible for the commercial and
technical  areas  required  to secure  nuclear  fuel for the Wolf Creek  Nuclear
Generating  Station  near  Burlington,  Kansas.

Mr. Cherry holds an M.S. in Mechanical Engineering from Wichita State University
and a B.S. in  Engineering  Physics from the  University  of  Oklahoma.  He is a
licensed Professional Engineer in the State of Kansas.

JAS BUTALIA.  Mr.  Butalia has been a director  since July 23, 2007. Mr. Butalia
has over twenty-five years experience  involving  Canadian and international tax
consultation and planning including,  but not limited to, corporate and personal
taxation,  mergers and acquisitions,  U.S. taxation,  structuring of inbound and
outbound   transactions,   and  structuring  of  tax  planning  for  individuals
pertaining  to  offshore   structures.   Mr.  Butalia  was  a  tax  consultation
practitioner  from 1976 to 2003 with BDO  Dunwoody  LLP,  where he was a partner
from 1979. During January 2004 Mr. Butalia retired from BDO Dunwoody LLP, and he
currently  practices as an independent tax  consultant.  Mr. Butalia served four
years on the tax committee of BDO Dunwoody LLP, including as chairman,  and also
served four years on the tax committee of the Institute of Chartered Accountants
of British  Columbia.  He has  authored  a paper for the  British  Columbia  Tax
Conference hosted by the Canadian Tax Foundation, has written income tax courses
and  presented  seminars  for  the  Professional   Development  program  of  the
Instituted  Chartered  Accountants  of British  Columbia  and the  Institute  of
Chartered  Accountants of Alberta,  and has been a tutorial leader for over five
years at the School of  Chartered  Accountancy  of the  Institute  of  Chartered
Accountants  of  British  Columbia.  Mr.  Butalia  received  a  degree  from the
Institute  of  Chartered  Accountants  of British  Columbia in 1974 and from the
Institute of Chartered  Accountants  of Alberta in 1989. Mr. Butalia also serves
on the board of directors of Beaumont Select  Corporation,  currently trading on
the TSX stock  exchange  in Canada.  In  addition,  Mr.  Butalia has served as a
director and as the Chief  Financial  Officer of Zoro Mining Corp.,  a reporting
company, since May 2007.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed  promoters is or have been  involved in any legal  proceeding
concerning:  (i) any  bankruptcy  petition  filed by or against any  business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a  criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding
(excluding traffic violations and other minor offenses);  (iii) being subject to


                                       62
<PAGE>

any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction  permanently or  temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended February 28, 2009.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE

As of the date of this Annual Report,  Messrs.  Butalia,  Cherry and Thomas have
been appointed as members to our Audit  Committee.  Two of the three members are
"independent" within the meaning of Rule 10A-3 under the Exchange Act and are in
addition financial  experts.  The Audit Committee operates under a written audit
committee charter adopted by the Board of Directors on February 11, 2009.

The Audit Committee's  primary function is to provide advice with respect to our
financial  matters  and to  assist  the Board of  Directors  in  fulfilling  its
oversight responsibilities regarding finance,  accounting, and legal compliance.
The Audit Committee's primary duties and responsibilities  will be to: (i) serve
as an independent and objective party to monitor our financial reporting process
and internal  control system;  (ii) review and appraise the audit efforts of our
independent  accountants;  (iii) evaluate our quarterly financial performance as
well as our  compliance  with laws and  regulations;  (iv) oversee  management's
establishment and enforcement of financial policies and business practices;  and
(v) provide an open avenue of communication  among the independent  accountants,
management and the Board of Directors.

COMPENSATION COMMITTEE

As of the date of this  Annual  Report,  Messrs.  Butalia,  and Cherry have been
appointed as members to our Compensation  Committee.  The Compensation Committee
operates under a written charter adopted by the Board of Directors pursuant to a
written consent  resolutions signed by all the members of the Board of Directors
on February 11, 2009.


                                       63
<PAGE>


     OVERVIEW OF COMPENSATION PROCESS

The Compensation  Committee of our Board of Directors is responsible for setting
the compensation of our executive officers, overseeing the Board's evaluation of
the performance of our executive  officers and  administering  our  equity-based
incentive plans, 401(k) plan and deferred compensation plan, among other things.
The  Compensation  Committee  undertakes  these  responsibilities  pursuant to a
written  charter  adopted  by  the  Compensation  Committee  and  the  Board  of
Directors,  which  will  be  reviewed  at  least  annually  by the  Compensation
Committee.   The   charter   may   be   viewed   in   full   on   our   website,
www.morgancreekcorp.com  under the  "Corporate  Governance"  tab on the Investor
Relations page.

The  Compensation  Committee is composed solely of  "non-employee  directors" as
defined in Rule 16b-3 of the rules  promulgated under the Exchange Act, "outside
directors" for purposes of regulations promulgated pursuant to Section 162(m) of
the Internal  Revenue Code ("IRC"),  and  "independent  directors" as defined in
Section  303A of the New  York  Stock  Exchange  ("NYSE")  corporate  governance
listing  standards,  in each case as determined  by the Board of Directors.  Our
Board of Directors  recommends  Compensation  Committee membership based on such
knowledge,  experience  and  skills  that  it  deems  appropriate  in  order  to
adequately perform the responsibilities of the Compensation  Committee.  Messrs.
Johnson, Horton and Viard serve as members of the Compensation Committee.

The  Compensation  Committee  annually  reviews  executive  compensation and our
compensation  policies to ensure that the Chief Executive  Officer and the other
executive officers are rewarded  appropriately for their contributions to us and
that the overall compensation strategy supports the objectives and values of our
organization,  as well as stockholder interests. The Compensation Committee will
conduct  this  review and  compensation  determination  through a  comprehensive
process involving a series of meetings typically  occurring in the first quarter
of each year.

     COMPENSATION PHILOSOPHY

The fundamental objective of our executive  compensation policies is to attract,
retain and motivate  executive  leadership for us that will execute our business
strategy,  uphold our values and  deliver  results  and  long-term  value to our
stockholders.   Accordingly,   the  Compensation   Committee  seeks  to  develop
compensation  strategies  and programs  that will  attract,  retain and motivate
highly qualified and high-performing executives through compensation that is:

     (i) PERFORMANCE  BASED: a significant  component of compensation  should be
determined based on whether or not we meet certain performance  criteria that in
the view of our Board of Directors are indicative of our success;

     (ii)  STOCKHOLDER  BASED:  equity  incentives  should  be used to align the
interests of our executive officers with those of our stockholders;

     (iii)  FAIR:  compensation  should  take into  account  compensation  among
similarly  situated  companies,  our success  relative to peer companies and our
overall pay scale.

It is the Compensation  Committee's  goal to have a substantial  portion of each
executive  officer's  compensation  contingent upon our performance,  as well as
upon  his  or  her  individual   performance.   The   Compensation   Committee's
compensation  philosophy for an executive officer emphasizes an overall analysis
of  the   executive's   performance   for   the   year,   projected   role   and
responsibilities,  required  impact on execution of our  strategy,  external pay
practices,  total  cash and total  direct  compensation  positioning,  and other


                                       64
<PAGE>

factors  the  Compensation   Committee  deems   appropriate.   The  Compensation
Committee's  philosophy  also considers  employee  retention,  vulnerability  to
recruitment  by other  companies and the difficulty  and costs  associated  with
replacing executive talent. Based on these objectives, compensation programs for
similarly situated companies and the philosophies of the Compensation Committee,
the  Compensation  Committee has determined that we should provide our executive
officers  compensation  packages  composed of the following  elements:  (i) base
salary,  which reflects  individual  performance and is designed primarily to be
competitive with salary levels at comparably sized companies; and (ii) long-term
stock-based incentive awards which strengthen the mutuality of interests between
executive officers and our stockholders.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended February 28, 2009.

ADDITIONAL CORPORATE GOVERNANCE POLICIES

Our  Board of  Directors  considered  additional  corporate  governance  issues,
structure,  policies and principles.  Therefore, pursuant to the written consent
resolutions  signed by all the members of the Board of Directors on February 11,
2009,  our Board of Directors  adopted the  following  documents  as  additional
corporate   governance   documents   (collectively,   the  Corporate  Governance
Documents"):  (i) Uranium  International Corp. Corporate Governance  Principles;
(ii) Uranium International Corp. Nominating and Governance Committee Charter and
Responsibilities;  (iii) Uranium  International  Corp. Board Committees  Policy;
(iv)  Uranium  International  Corp.  Code of Business  Conduct  and Ethics;  (v)
Uranium  International  Corp.  Code of Conduct for the Board of Directors;  (vi)
Uranium  International  Corp.  Corporate  Governance  Guideline;  (vii)  Uranium
International Corp.  Corporate  Governance Policy' (viii) Uranium  International
Corp.   Conflict  of  Interest   Policy;   (ix)  Uranium   International   Corp.
Whistleblower Policy and Procedures;  and (x) Uranium  International Corp. Board
Roles and Responsibilities.


The  Corporate  Governance  Documents  may be  viewed  in full  on our  website,
www.uraniuminternationalcorp.com  under the  "Corporate  Governance"  tab on the
Investor Relations page.

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer and those  executive  officers that earned in excess of $100,000  during
fiscal years ended  February 28, 2009 and February 29, 2008  (collectively,  the
"Named Executive Officers"):


                                       65
<PAGE>
<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE
__________________________________________________________________________________________________________________________________
                                                                             NON-EQUITY     NON-QUALIFIED    ALL OTHER
                                                                           INCENTIVE PLAN     DEFERRED      COMPENSATION
NAME        AND                                                   OPTION    COMPENSATION    COMPENSATION
PRINCIPAL                    SALARY        BONUS STOCK AWARDS     AWARDS                      EARNINGS                    TOTAL
POSITION          YEAR      ($) (1)         ($)      ($)          ($)(2)         ($)            ($)            ($)         ($)
__________________________________________________________________________________________________________________________________
<S>               <C>      <C>            <C>        <C>          <C>            <C>           <C>              <C>        <C>
          (3)
D. Bruce
Horton, prior
President and     2007     $ -0-          -0-        -0-          $ -0-           ---           ---             $ -0-       $-0-
CEO               2008       -0-          -0-        -0-            -0-           ---           ---               -0-        -0-
__________________________________________________________________________________________________________________________________
          (4)
Richard
Cherry, prior
President and     2007      $60,000       -0-        -0-          $ -0-          ---            ---             $ -0-     $ 60,000
CEO               2008      180,000       -0-        -0-        1,503,420        ---            ---               -0-      170,000
__________________________________________________________________________________________________________________________________
          (5)
Marek
Kreczmer,
current
President and     2007                    -0-        -0-          $ -0-          ---            ---             $ -0-        $-0-
CEO               2008        $-0--       -0-        -0-        2,184,286        ---            ---               -0-        $-0-
__________________________________________________________________________________________________________________________________
</TABLE>

(1)  This amount represents  accrued fees, which have not been paid to the Named
     Executive  Officers  during the past year pursuant to  consulting  services
     provided in connection  with their  respective  position as Chief Executive
     Officer.
(2)  This amount represents the fair value of these Stock Options at the date of
     grant which was estimated  using the  Black-Scholes  option  pricing model.
     However,  all Stock Options granted to our executive officers during fiscal
     year ended February 28, 2009 were cancelled effective as of April 16, 2009.
(3)  D. Bruce Horton tendered his resignation as the  President/Chief  Executive
     Officer to us on April 1, 2008.
(4)  Richard Cherry served as our  President/Chief  Executive  Officer effective
     April 1, 2008 until he  tendered  his  resignation  as the  President/Chief
     Executive Officer to us on July 9, 2008.
(5)  Marek Kreczmer was appointed as our  President/Chief  Executive  Officer on
     July 9, 2008.


                                       66
<PAGE>


STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED FEBRUARY 28, 2009

The following  table sets forth  information as at February 28, 2009 relating to
Stock Options that have been granted to the Named Executive Officers.  As of the
date of this Annual Report, all Stock Options reflected as granted during fiscal
year ended February 28, 2009 have been cancelled effective as of April 19, 2009.

<TABLE>
<CAPTION>


                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
                                       OPTION AWARDS                                                       STOCK AWARDS
                                                                                                                         Equity
                                                                                                                         Incentive
                                                                                                            Equity       Plan
                                                                                                            Incentive    Awards:
                                                                                                            Plan         Market or
                                                                                                            Awards:      Payout
                                                 Equity                                           Market    Number of    Value of
                                                 Incentive Plan                                   Value of  Unearned     Unearned
                     Number of    Number of      Awards: Number                       Number of   Shares    Shares,      Shares,
                     Securities   Securities     of Securities                        Shares or   or Units  Units or     Units or
                     Underlying   Underlying     Underlying                           Units of    of Stock  Other        Other
                     Unexercised  Unexercised    Unexercised    Option                Stock That  That      Rights That  Rights That
                     Options      Options        Unearned       Exercise    Option    Have Not    Have Not  Have Not     Have Not
                     Exercisable  Unexercisable  Options        Price      Expiration Vested      Vested    Vested       Vested
Name                     (#)          (#)            (#)          ($)       Date        (#)        ($)        (#)          (#)
<S>                       <C>          <C>           <C>        <C>        <C>         <C>         <C>        <C>           <C>
D. Bruce Horton,         -0-          -0-           -0-                                -0-         -0-        -0-           -0-
prior  President/CEO

Richard Cherry,         1,000,000    -0-           -0-          1.75        04/02/18    -0-         -0-       -0-           -0-
prior President/CEO
Marek Kreczmer,
current
President/CEO           1,000,000    -0-           -0-          3.00        07/08/18    -0-         -0-       -0-           -0-

</TABLE>

                                       67
<PAGE>

The following table sets forth information  relating to compensation paid to our
directors during fiscal years ended February 28, 2009:


<TABLE>
<CAPTION>

DIRECTOR COMPENSATION TABLE

                                                                            Change in
                                                                            Pension
                                                                            Value and
                   Fees                                  Non-Equity         Nonqualified
                   Earned or                             Incentive          Deferred              All
                   Paid in      Stock     Option         Plan               Compensation         Other
                   Cash         Awards    Awards         Compensation       Earnings          Compensation       Total
Name                 ($)         ($)        ($)                ($)              ($)                ($)             ($)
<S>                <C>            <C>     <C>               <C>                <C>                <C>          <C>
Marek Kreczmer (1)    -0-         -0-     2,184,286         -0-                -0-                -0-           2,184,286
William D. Thomas
(2)                   -0-         -0-     1,638,214         -0-                -0-                -0-           1,638,214
D. Bruce Horton
(3)                   -0-         -0-        -0-            -0-                -0-                -0-                -0-
Jas Butalia (4)       -0-         -0-       751,710         -0-                -0-                -0-             751,710
James Douglas
Brown (5)             -0-         -0-       751,710         -0-                -0-                -0-             751,710
Richard M. Cherry
(6)                 180,000       -0-     1,503,420         -0-                -0-                -0-           1,683,420
Ganpat Mani (7)    $100,000       -0-       751,710         -0-                -0-                -0-            $851,710
Henry Fowlds (8)   $ 21,600       -0-       375,857         -0-                -0-                -0-            $397,457

</TABLE>

(1) Mr. Kreczmer was granted 1,000,000 Stock Options on July 9, 2008 exercisable
into  1,000,000  shares of common  stock at $3.00 per share with a Black  Sholes
valuation of $2,184,285.  The 1,000,000  Stock Options were cancelled  effective
April 19, 2009. Concurrently, on April 19, 2009, our Board of Directors approved
the granting to Mr.  Kreczmer of 1,000,000  Stock  Options  under our 2009 Stock
Option  Plan at an  exercise  price of $0.50 per share based upon an analysis of
the uranium  industry and general  economic  conditions.  See "Item 12. Security
Ownership of Certain  Beneficial  Owners and Management and Related  Stockholder
Matters."

(2) Mr. Thomas was granted 750,000 Stock Options on August 18, 2008  exercisable
into  750,000  shares of common  stock at $3.00  per share  with a Black  Sholes
valuation of  $1,638,214.  The 750,000  Stock Options were  cancelled  effective
April 19, 2009. Concurrently, on April 19, 2009, our Board of Directors approved
the granting to Mr.  Thomas of 500,000 Stock Options under our 2009 Stock Option
Plan at an  exercise  price of $0.50 per share  based  upon an  analysis  of the
uranium  industry  and  general  economic  conditions.  See "Item  12.  Security
Ownership of Certain  Beneficial  Owners and Management and Related  Stockholder
Matters."

(3) Mr. Horton resigned as a member of the Board of Directors effective April 1,
2008.

(4) Mr. Butalia was granted  500,000 Stock Options on April 2, 2008  exercisable
into  500,000  shares of common  stock at $1.75  per share  with a Black  Sholes
valuation of $751,710.  The 500,000 Stock Options were cancelled effective April
19, 2009.  Concurrently,  on April 19, 2009, our Board of Directors approved the
granting to Mr.  Butalia of 250,000  Stock  Options  under our 2009 Stock Option
Plan at an  exercise  price of $0.50 per share  based  upon an  analysis  of the
uranium  industry  and  general  economic  conditions.  See "Item  12.  Security
Ownership of Certain  Beneficial  Owners and Management and Related  Stockholder
Matters."

(5) Mr. Brown was granted  500,000  Stock  Options on April 2, 2008  exercisable
into  500,000  shares of common  stock at $1.75 per  share.  The  500,000  Stock
Options were cancelled  effective April 19, 2009. Mr. Brown resigned as a member
of the Board of Directors effective February 5, 2009.

(6) Mr. Cherry was granted  1,000,000 Stock Options on April 2, 2008 exercisable
into  1,000,000  shares of common  stock at $1.75 per share with a Black  Sholes
valuation of $1,503,420.  The 1,000,000  Stock Options were cancelled  effective
April 19, 2009. Concurrently, on April 19, 2009, our Board of Directors approved
the granting to Mr.  Cherry of 250,000 Stock Options under our 2009 Stock Option
Plan at an  exercise  price of $0.50 per share  based  upon an  analysis  of the
uranium  industry  and  general  economic  conditions.  See "Item  12.  Security
Ownership of Certain  Beneficial  Owners and Management and Related  Stockholder
Matters."

(7) Mr. Mani was granted 500,000 Stock Options on April 2, 2008 exercisable into
500,000  shares of common stock at $1.75 per share.  The 500,000  Stock  Options
were  cancelled  effective  April 19, 2009. Mr. Mani resigned as a member of the
Board of Directors effective December 31, 2008.

(8) Mr. Fowlds was granted  250,000  Stock Options on April 2, 2008  exercisable
into  250,000  shares of common  stock at $1.75  per share  with a Black  Sholes
valuation of $375,855.  The 250,000 Stock Options were cancelled effective April


                                       68
<PAGE>

19, 2009.  Concurrently,  on April 19, 2009, our Board of Directors approved the
granting to Mr. Fowlds of 250,000 Stock Options under our 2009 Stock Option Plan
at an  exercise  price of $0.50 per share  based upon an analysis of the uranium
industry and general economic  conditions.  See "Item 12. Security  Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters."

EMPLOYMENT AND CONSULTING AGREEMENTS

KRECZMER EXECUTIVE SERVICES AGREEMENT

On July 9, 2008, we entered into a verbal agreement with Mr. Kreczmer  regarding
compensation for services to be rendered  relating to his executive  position as
his  executive  position as our President  and Chief  Executive  Officer . As of
February 28,  2009,  no amounts have been paid nor accrued for fees due or owing
to Mr. Kreczmer. Furthermore, we granted to Mr. Kreczmer 1,000,000 Stock Options
exercisable  into 1,000,000 shares of common stock at an exercise price of $3.00
per share for a period of ten years which, as of April 19, 2009, were cancelled.
Concurrently,  we granted  1,000,000  Stock Options  exercisable  into 1,000,000
shares of common  stock at an exercise  price of $0.50 per share for a period of
ten years.

CHERRY EXECUTIVE SERVICES AGREEMENT

On April 1, 2008, we entered into an executive  services  agreement  with Cleary
Petroleum Corporation, an Oklahoma corporation ("Clearly Petroleum") and Richard
M. Cherry (the "Cherry Executive  Agreement").  In accordance with the terms and
provisions  of  the  Cherry  Executive  Agreement,  Mr.  Cherry  through  Cleary
Petroleum  provided to us such  services as required  relating to his  executive
position as our President and Chief  Executive  Officer.  In accordance with the
further terms and provisions of the Cherry Executive  Agreement,  we were to pay
to Cleary Petroleum a monthly fee of $25,000. The Cherry Executive Agreement was
terminated on January 31, 2009.

GANPAT MANI

On August 24, 2007, we agreed to pay Ganpat Mani a consulting fee of $10,000 per
month on a month to month basis. As of December 31, 2008,  this  arrangement was
terminated.  HENRY MARTYN  FOWLDS On August 24, 2007,  we agreed to pay to Henry
Fowlds a consulting fee of $1,800 per month on a month to month basis associated
with his executive position as our Chief Financial  Officer.  As of February 28,
2009, the amount accrued and due and owing to Mr. Fowlds was $21,600.

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

As of the date of this Annual  Report,  the  following  table sets forth certain
information with respect to the beneficial ownership of our common stock by each


                                       69
<PAGE>

stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report,  there are 54,037,500  shares of common stock issued
and outstanding.

<TABLE>
<CAPTION>

                                                              AMOUNT AND NATURE OF          PERCENTAGE OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER(1)                      BENEFICIAL OWNERSHIP(1)                OWNERSHIP
DIRECTORS AND OFFICERS:
<S>                                                               <C>       <C>                      <C>
Marek Kreczmer                                                    4,000,000 (2)                      7.277%
6475 Park Meadows Drive, Suite 600
Lone Tree, Colorado 80124

William D. Thomas                                                   500,000 (3)                          *
6475 Park Meadows Drive, Suite 600
Lone Tree, Colorado 80124

Henry Martyn Fowlds                                                 250,000 (4)                          *
6475 Park Meadows Drive, Suite 600
Lone Tree, Colorado 80124

Richard Cherry                                                    1,000,000 (5)                       1.84%
6475 Park Meadows Drive, Suite 600
Lone Tree, Colorado 80124

Jas Butalia                                                         250,000 (6)                         *
6475 Park Meadows Drive, Suite 600
Lone Tree, Colorado 80124

All executive officers and directors as a group (5                6,000,000(7)                       10.66%
persons)

BENEFICIAL 10% OR GREATER SHAREHOLDERS
Strathmore Resources (US) Ltd.                                    7,500,000 (8)                      13.88%
2420 Walt Court
Riverton, Wyoming 85201

</TABLE>


*     Less than one percent.

(1)   Under Rule 13d-3,  a  beneficial  owner of a security  includes any person
      who,   directly  or   indirectly,   through  any  contract,   arrangement,
      understanding, relationship, or otherwise has or shares: (i) voting power,
      which  includes the power to vote, or to direct the voting of shares;  and
      (ii) investment  power,  which includes the power to dispose or direct the
      disposition  of shares.  Certain  shares may be deemed to be  beneficially
      owned by more than one person (if, for example, persons share the power to
      vote or the power to  dispose  of the  shares).  In  addition,  shares are
      deemed to be beneficially owned by a person if the person has the right to


                                       70
<PAGE>

      acquire the shares (for  example,  upon  exercise of an option)  within 60
      days of the date as of which the information is provided. In computing the
      percentage  ownership of any person,  the amount of shares  outstanding is
      deemed to include the amount of shares  beneficially  owned by such person
      (and only such person) by reason of these acquisition rights. As a result,
      the percentage of outstanding  shares of any person as shown in this table
      does not necessarily reflect the person's actual ownership or voting power
      with respect to the number of shares of common stock actually  outstanding
      as of the  date of  this  Annual  Report.  As of the  date of this  Annual
      Report,  there are 54,037,500  shares issued and  outstanding.  Beneficial
      ownership reflects the Forward Stock Split.

(2)   This figure  includes:  (i)  3,000,000  shares of common  stock;  and (ii)
      1,000,000 Stock Options to purchase  1,000,000  shares of our common stock
      at an exercise price of $0.50 per share expiring on April 17, 2019.

(3)   This figure includes  500,000 Stock Options to purchase  500,000 shares of
      our common stock at an exercise price of $0.50 per share expiring on April
      17, 2019.

(4)   This figure includes  250,000 Stock Options to purchase  250,000 shares of
      our common stock at an exercise price of $0.50 per share expiring on April
      17, 2019.

(5)   This figure includes: (i) 750,000 shares of common stock; and (ii) 250,000
      Stock  Options  to  purchase  250,000  shares  of our  common  stock at an
      exercise price of $0.50 per share expiring on April 17, 2019.

(6)   This figure includes  250,000 Stock Options to purchase  250,000 shares of
      our common stock at an exercise price of $0.50 per share expiring on April
      17, 2019.

(7)   This figure  includes:  (i)  3,750,000  shares of common  stock;  and (ii)
      2,250,000 Stock Options to purchase  2,250,000  shares of our common stock
      at an exercise price of $0.50 per share expiring on April 17, 2019.

(8)   In accordance with the  Termination  Agreement,  the 7,500,000  shares are
      currently being returned by Strathmore to us for  cancellation  and return
      to treasury.  As of the date of this Annual Report,  the 7,500,000  shares
      have not been cancelled.

CHANGES IN CONTROL

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

ITEM  13.  CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS   AND  DIRECTOR
INDEPENDENCE

Except for the transactions described below, none of our directors,  officers or
principal  stockholders,  nor any associate or affiliate of the foregoing,  have
any  interest,  direct  or  indirect,  in any  transaction  or in  any  proposed
transactions,  which has materially affected or will materially affect us during
fiscal year ended February 28, 2009.

KRECZMER EXECUTIVE AGREEMENT

On July 9, 2008, we entered into a verbal agreement with Mr. Kreczmer  regarding
compensation for services to be rendered  relating to his executive  position as
his  executive  position as our  President and Chief  Executive  Officer.  As of
February 28,  2009,  no amounts have been paid nor accrued for fees due or owing


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<PAGE>

to Mr. Kreczmer. Furthermore, we granted to Mr. Kreczmer 1,000,000 Stock Options
exercisable  into 1,000,000 shares of common stock at an exercise price of $3.00
per share for a period of ten years which, as of April 19, 2009, were cancelled.
Concurrently,  we granted  1,000,000  Stock Options  exercisable  into 1,000,000
shares of common  stock at an exercise  price of $0.50 per share for a period of
ten years.

SHAREHOLDER LOAN

On June 4, 2007, we issued a promissory  note to one of our  shareholders in the
principal amount of $250,000 with interest at 10% per annum.  During fiscal year
ended February 29, 2008, the shareholder advanced to us an aggregate of $111,000
at an interest  rate of 10% per annum.  During  fiscal year ended  February  28,
2009, the shareholder further advanced to us an aggregate of $130,000.  Thus, as
of  February  28,  2009,  an  aggregate  of  $552,481  is due and  owing  to the
shareholder  consisting  of  principal  and accrued  interest  of  $491,000  and
$61,481, respectively.

Except for the transactions described above, none of our directors,  officers or
principal  stockholders,  nor any associate or affiliate of the foregoing,  have
any  interest,  direct  or  indirect,  in any  transaction  or in  any  proposed
transactions,  which has materially affected or will materially affect us during
fiscal year ended February 29, 2008.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended February 28, 2009, we incurred approximately $20,793 in
fees to our principal independent  accountant for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
February  28,  2009  and for the  review  of our  financial  statements  for the
quarters ended May 31, 2008, August 31, 2008 and November 30, 2008.

During fiscal year ended February 29, 2008, we incurred approximately $20,097 in
fees to our principal independent accountants for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
February  29,  2008  and for the  review  of our  financial  statements  for the
quarters ended May 31, 2007, August 31, 2007 and November 30, 2007.

During fiscal year ended  February 28, 2009, we did not incur any other fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.

ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES

The following exhibits are filed as part of this Annual Report.



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<PAGE>

EXHIBIT NO.                                                   DOCUMENT

3.1       Articles of Incorporation (1)

3.2       Bylaws (1)

10.1      Mineral Property Staking and Purchase Agreement dated January 28, 2005
          between Ancor Resources Inc. and Laurence Stephenson (1)

10.2      Nose Rock Property - Option and Joint Venture Agreement between Nu-Mex
          Uranium Corp. and Strathmore  Resources (US) Ltd. dated  September 14,
          2007. (2)

10.3      Dalton  Pass  Property - Option and Joint  Venture  Agreement  between
          Nu-Mex Uranium Corp. and Strathmore  Resources (US) Ltd. dated October
          5, 2007 (3)

10.4      NWT Uranium  Corp.  and Nu-Mex  Uranium  Corp.  Terminate  Arrangement
          Agreement dated February 13, 2008. (4)

10.5      Executive  Services  Agreement  dated  April  1,  2008  among  Uranium
          International Corp., Cleary Petroleum Corp. and Richard M. Cherry. (5)

10.6      Letter  Option  Agreement  dated  December  9,  2008  between  Uranium
          International Corp. and Geoforum Scandinavia AB. (6)

10.7      Letter  Option  Agreement  dated  January  15,  2009  between  Uranium
          International Corp. and Trans Atlantic Metals AG. (7)

10.8      Letter  Agreement  dated April 21,  2009,  effective  April 23,  2009,
          between Uranium  International  Corp. and Continental  Precious Metals
          Inc. (8)

31.1      Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or
          15d-14(a) of the Securities Exchange Act.

31.2      Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or
          15d-14(a) of the Securities Exchange Act.

32.1      Certification of Chief Executive  Officer and Chief Financial  Officer
          Under  Section  1350  as  Adopted  Pursuant  to  Section  906  of  the
          Sarbanes-Oxley Act.


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<PAGE>

(1)  Incorporated  by  reference  from Form SB-2 filed with the  Securities  and
Exchange Commission on September 13, 2006.

(2)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on September 14, 2007.

(3)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on October 12, 2007.

(4)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on February 19, 2008.

(5)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on April 7, 2008.

(6)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on December 19, 2008.

(7)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on January 23, 2009.

(8)  Incorporated  by  reference  from Form 8-K filed  with the  Securities  and
Exchange Commission on May 1, 2009.


SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                      URANIUM INTERNATIONAL CORP.

Dated: May 26, 2009                   By: /s/MAREK KRECZMER
                                          __________________________________
                                             Marek Kreczmer, President/Chief
                                             Executive Officer


Dated: May 26, 2009                   By: /s/ WILLIAM D. THOMAS
                                          __________________________________
                                              William D. Thomas,
                                              Treasurer/Chief Financial
                                              Officer



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