U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB

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 29, 2008


[ ]  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                                (I.R.S. Employer
of incorporation 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-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

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

State  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 19,  2008: $  108,075,000

     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 [X] 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 29, 2008
Common Stock, $0.001                             54,037,500

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (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]


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<PAGE>



                           URANIUM INTERNATIONAL CORP.

                                   Form 10-KSB


                                    Part I.

Item 1.      Description of Business                                           6

Item 2.      Description of Property                                          24

Item 3.      Legal Proceedings                                                25

Item 4.      Submission of Matters to a Vote of Security Holders              25

                                    Part II.

Item 5.      Market for Common Equity and Related Stockholder Matters
             and Small Business Issuer Purchases of Equity Securities         25

Item 6.      Management's Discussion and Analysis and Plan of Operation       29

Item 7.      Financial Statements                                             35

Item 8.      Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure                                         57

Item 8A.     Controls and Procedures                                          57

Item 8A(T).  Controls and Procedures                                          58

Item 8B.     Other Information                                                58

                                    Part III

Item 9.      Directors, Executive Officers, Promoters, Control Persons
             and Corporate Governance; Compliance With Section 16(a) of
             the Exchange Act                                                 58

Item 10.     Executive Compensation                                           62

Item 11.     Security Ownership of Certain Beneficial Owners and
             Management and Related Stockholder Matters                       64

Item 12.     Certain Relationships and Related Transactions and Director
             Independence                                                     66

Item 13.     Exhibits                                                         67

Item 14.     Principal Accountant Fees and Services                           68

Signatures                                                                    69


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<PAGE>


Statements made in this Form 10-KSB 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-KSB  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.


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<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  deposits 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


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<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. DESCRIPTION OF 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." We are engaged in
the business of acquisition,  exploration and development of uranium  properties
in the United States.  As of the date of this Annual  Report,  our main focus is
now the  identification,  acquisition,  exploration  and  development of uranium
properties,  which  has  resulted  in the  acquisition  of our  interest  in the
properties discussed below.

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.

2007 ARTICLES OF MERGER

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,


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<PAGE>


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.

JUNE 2007 FORWARD STOCK SPLIT

On June 6, 2007, our Board of Directors  pursuant to minutes of written  consent
in lieu of a special  meeting  authorized  and approved a forward stock split of
five for one (5:1) of our total  issued and  outstanding  shares of common stock
(the "2007 Forward Stock Split").  Each of our shareholders holding one share of
common stock was entitled to receive an additional five shares of our restricted
common  stock.  The  additional  shares of our common  stock to be issued to the
shareholders  in  accordance  with the 2007  Forward  Stock Split were mailed on
approximately June 8, 2007 without any action on the part of the shareholders.

The 2007 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2007 Forward Stock Split was
in our best interests and of the shareholders.  In our judgment the 2007 Forward
Stock Split  resulted  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 2007  Forward  Stock Split was to
increase the marketability of our common stock.

The 2007 Forward Stock Split was effectuated  with a record date of June 6, 2007
upon filing the appropriate  documentation  with NASDAQ.  The 2007 Forward Stock
Split was  implemented  taking into  account our  authorized  share  capital and
number of issued and  outstanding  shares of common stock as of the Record Date.
Authorized  share capital  increased from  75,000,000 to  175,000,000  shares of
common stock and our total  issued and  outstanding  common stock was  increased
from  6,125,000  shares to  30,625,000  shares.  The par value for our shares of
common  stock  remained  the same at $0.001.  See "Part II.  Item 5.  Market for
Common  Equity  and  Related  Stockholder  Matters  and  Small  Business  Issuer
Purchases of Equity Securities."

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.


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<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.  See "Part II. Item
5. Market for Common Equity and Related  Stockholder  Matters and Small Business
Issuer Purchases of Equity Securities."

TRANSFER AGENT

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

CURRENT BUSINESS OPERATIONS

We are an international  resource  exploration  company currently engaged in the
exploration  and  development  of uranium  projects  with the goal of developing
producing uranium  operations from a portfolio of significant  uranium projects.
Our  foundational  group of assets  consists of the Nose Rock  Property  and the
Dalton  Pass  Property  as more fully  described  below.  We have  entered  into
agreements with Strathmore  Minerals Corp. to earn a 65% interest in each of the
two projects based on their joint-venture development.

URANIUM PROPERTIES

The location of our uranium properties is summarized as follows:

LOCATION                       RESOURCE         TONNAGE      %U308     LBS/U308
                            CLASSIFICATION                   GRADE

Grants Pass, New Mexico     Historical:        6,694,127      .135    18,230,955
                            Demonstrated

Dalton Pass, New Mexico     Historical:        3,929,000       .07     5,500,000
                            Demonstrated

NOSE ROCK, NEW MEXICO

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


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<PAGE>


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"). The Nose Rock
Property consists of approximately 5,000 acres of land. Further to the Letter of
Intent,  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.

Pursuant to the terms of the Nose Rock Option and Joint Venture  Agreement:  (i)
Strathmore  will grant to us the sole and exclusive right to acquire up to a 65%
interest in the Nose Rock  Property;  (ii) we will pay $250,000 to Strathmore on
September 14, 2007 (the "Effective  Date"),  which as of the date of this Annual
Report has been paid;  and (iii)  issue to  Strathmore  7,500,000  shares of our
restricted  common  stock on the  Effective  Date,  which as of the date of this
Annual  Report have been issued.  See "Part II. Item 5. Market for Common Equity
and Related  Stockholder  Matters and Small Business Issuer  Purchases of Equity
Securities."

In accordance  with the further terms and provisions of the Nose Rock Option and
Joint Venture  Agreement,  we are 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.  Within
sixty days of the fourth  anniversary  of the  Effective  Date, we will retain a
third  party  engineering  firm to  provide  a  Bankable  Feasibility  Study  to
determine how best to proceed.  Such  evaluation will be conducted in accordance
with National Instrument 43-101 of the Canadian Securities Administrator. If the
third  party  evaluation  results  in a  positive  recommendation,  then  we and
Strathmore  will agree to proceed on our  respective  pro-rata  payments under a
joint venture.

The Nose Rock  Option and Joint  Venture  Agreement  further  contemplates  that
provided we are not in default:  (i) we will have acquired a 25% interest in the
Nose Rock Property once we have incurred $13,500,000 of our total $44,500,000 in
work commitment  expenditures;  and (ii) we will have acquired an additional 40%
interest  in the  Nose  Rock  Property  once  we  have  incurred  the  remaining
$31,000,000 of our total $44,500,000 in work commitment  expenditures.  However,
subject  to the  terms of the Nose Rock  Option  and  Joint  Venture  Agreement,
Strathmore  has the right to retain or earn back a 16% interest in the Nose Rock
Property by paying $25,000,000 to us. Moreover,  Strathmore will not be required
to  contribute  to the  costs of  exploration  or  development  of the Nose Rock
Property  until we  acquire  our  full  65%  interest  (or our 49%  interest  if
Strathmore  elects to retain or earn back a 16% interest).  After we acquire our
full 65% interest (or our 49%  interest if  Strathmore  elects to retain or earn
back a 16%  interest),  we will each then be required to contribute to the costs
with respect to the Nose Rock Property in accordance with each of our respective
proportionate share ownership in the Nose Rock Property.


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<PAGE>


DALTON PASS, NEW MEXICO

The Letter of Intent further  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 Dalton Pass properties located between
the Church Rock and Crown Point uranium  districts of the western Grants Mineral
Belt in the State of New Mexico (collectively,  the "Dalton Pass Property"). The
Dalton Pass  Property  consists of 640 acres  controlled  by federal lode mining
claims.  Nose Rock  Property  consists  of  approximately  5,000  acres of land.
Further to the Letter of Intent,  our Board of Directors  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 and provisions of the Dalton Pass Option and Joint Venture
Agreement: (i) Strathmore has granted us the sole and exclusive right and option
to acquire up to a 65%  interest in the Dalton Pass  Property:  and (ii) we will
pay $250,000 to Strathmore which, as of the date of this Annual Report, has been
paid.

In accordance  with the further  terms and  provisions of the Dalton Pass Option
and Joint Venture  Agreement,  we are 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
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.

The Dalton Pass Option and Venture Agreement  further  contemplates that we will
earn a 25%  interest  in the Dalton Pass  Property  once we have  completed  our
commitment  of  Expenditures  in the  amount of  $8,750,000  and  cash/stock  of
$1,000,000)  on or  before  October  5,  2011.  We will earn an  additional  40%
interest in the Dalton  Pass  Property  once we have  completed  our  additional
commitment of  Expenditures  in the amount of $8,000,000 on or before October 5,
2013.  However,  subject to the terms of the  Dalton  Pass  Option  and  Venture
Agreement, Strathmore has the right to retain or earn back a 16% interest in the
Dalton Pass Property by paying $8,000,000 to us. Strathmore will not be required
to contribute to the costs of  exploration  and  development  of the Dalton Pass
Property  until we  acquire  our  full  65%  interest  (or our 49%  interest  if
Strathmore  elects to retain or earn back a 16% interest).  After we acquire our
full 65% interest (or our 49%  interest if  Strathmore  elects to retain or earn
back a 16%  interest),  we will each then be required to contribute to the costs
with  respect to the Dalton Pass  Property  in  accordance  with our  respective
proportionate ownership interests in the Dalton Pass Property.

GRANTS MINERAL BELT, NEW MEXICO

New  Mexico has been a  significant  uranium  producer  since the  discovery  of
uranium in approximately 1950. Uranium in New Mexico is almost all in the Grants
Mineral  Belt along the south  margin of the San Juan Basin in the  McKinley and


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<PAGE>


Cibola  counties in the  northwest  part of the state.  Stretching  northwest to
southeast,  the mineral belt contains the Chuska,  Gallup,  Ambrosia  Lake,  and
Laguna  uranium  mining  districts.  Most of the uranium ore is contained in the
Jackpile,  Poison Canyon, and Westwater Canyon sandstone members of the Morrison
Formation  and in the Todilto  limestone,  all of the Jurassic  age.  Uranium is
present in coffinite in the Westwater Canyon at 3,000 feet below ground surface.
The mine, which operated as an underground uranium mine from 1986 to 1989, has a
remaining  resource  estimated  by its owner at more than 45 thousand  tonnes of
uranium oxide.  Strathmore is currently  applying for permits to mine the Church
Rock and Roca Honda  properties in the Grants Mineral Belt. And,  Neutron Energy
and URI also reportedly plan to start uranium mining in the Grants Mineral Belt.
The State of New Mexico has the second-largest known uranium ore reserves in the
United States.

Uranium  mineralization  is  concentrated by a dark-gray to black substance that
has been  identified as humate  derived from decaying  vegetation.  Black ore is
truncated by overlying  sandstone in at least two ore deposits,  documenting  an
early age of  mineralization.  Ore  deposits  in the  Grants  Mineral  Belt vary
greatly in size and shape,  generally occur in clusters, and often are difficult
targets for drilling.  Current  exploration  is largely a process of drilling in
stages to (1) delineate favorable from unfavorable ground on a wide-spacing, (2)
seek mineralization in favorable ground, and (3) conduct closely spaced drilling
in mineralized areas.  Criteria for favorability differ among exploration groups
but generally  includes:  (i) the presence of a host  sandstone;  (ii) anomalous
mineralization;  (iii) color of host rock; (iv) presence of carbonaceous matter;
and (v) position of area with respect to mineralized trends.

NOSE ROCK  PROPERTY.  The Nose Rock Property is without proven  reserves.  It is
located in the Nose Rock District of the Grants Uranium Mineral Bert.  Access to
the Nose Rock Property is excellent with nearby paved and gravel roads with year
round  access.  The uranium  deposits are located  within the  sandstones of the
Westwater Canyon Member of the Morrison Formation. Uranium mineralization occurs
as  north-northwest  trading  primary  ore bodies and  redistributed  roll front
deposits.   There  are  several  mineralized  sandstone  units  that  have  been
identified  through prior  exploration.  The Nose Rock property  interests  were
acquired by Phillips  Uranium in the early 1970's and drilling  commenced in mid
1973.  Phillips Uranium  controlled the property interests until the mid 1980's.
Copies  of a  portion  of the  drill  logs and ore  mineralization  database  of
Phillips Uranium in December 2004 have been acquired from the files of the State
of New  Mexico's  Bureau of  Geology in  Socorro,  New  Mexico,  and the data is
currently  under  evaluation.  By the late  1970's,  Phillips  Uranium had begun
drilling  a shaft  to  access  the ore  body.  However,  no  actual  removal  of
uranium-containing  ore was performed  prior to closure of the mine in the early
1980's following collapse of the uranium market.  Until further  exploration and
studies are performed on the property, it is unknown if this existing shaft will
be a viable asset for any future economic  production from the property.

DALTON PASS PROPERTY.  The Dalton Pass Property is without proven reserves.  The
Dalton Pass  Property is covered by federal lode mining claims  administered  by
the U.S. Bureau of Land Management and is situated in the western portion of the
Grants Mineral Belt.  Minimal  exploration has been performed on the property to
date. The previous operator, Pathfinder Mining Company, drilled in excess of 130
exploratory holes and identified a uranium  resource.  Pathfinder Mining Company
was in the process of determining  the economic  feasibility of the resource and


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<PAGE>


the  amenability of in-situ  extraction of the uranium  resource but ended their
program as a result of the  decline in the uranium  commodity  price in the late
1980s. We intend to review the available past  exploration data regarding future
exploration.

PROPOSED FUTURE BUSINESS OPERATIONS

Our current  strategy is to complete further  acquisition of additional  uranium
opportunities which fall within the criteria of providing a geological basis for
development of mining  initiatives that can provide near term revenue  potential
and production cash flows to create expanding  reserves.  We anticipate that our
ongoing efforts,  subject to adequate funding being available,  will continue to
be focused on successfully  concluding  negotiations for additional interests in
uranium  properties.  We plan to build a  strategic  base of  producing  uranium
properties.

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.

DEVELOPMENT OF URANIUM PROPERTIES

The requirement to raise further funding for uranium exploration and development
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  on the Nose Rock
Property  and the Dalton  Pass  Property,  and if results  provide  the basis to
continue  development  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 Grants Mineral Belt.

     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 development.

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


                                       12


<PAGE>


MATERIAL AGREEMENTS

PMB+HELIN DONOVAN

Effective on May 16, 2008,  our Board of Directors  authorized the engagement of
PMB+Helin  Donovan  (""PMBHD") in accordance  with the terms and  provisions set
forth in that certain letter agreement dated May 16, 2008 (the "Agreement").  We
engaged  PMBHD to render  services and related  reports to us 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,  PMBHD shall  perform  certain
services  including,  but not  limited  to, the  following:  (i) conduct a  full
review of our  management  governance  process;  (ii) assemble a project team to
conduct an  evaluation  of the project;  (iii)  document  and evaluate  internal
control;  (iv) assist  management in the development of policies and procedures;
(v) document and evaluate  procedures and processes at the transactional  level;
(vi)  development   independent  testing  procedures;   and  (vii)  establish  a
remediation plan and coordinate  implementation.  We shall pay for such services
on an hourly basis.

NWT ARRANGEMENT AGREEMENT

On December 20, 2007, we entered into an arrangement agreement (the "Arrangement
Agreement")  with NWT Uranium Corp.  ("NWT").  In accordance  with the terms and
provisions  of the  Arrangement  Agreement:  (i) by way of a statutory and court
approved plan of arrangement under the Business  Corporations Act (Ontario),  we
were to acquire all of the total issued and  outstanding  shares of common stock
of NWT;  (ii) we were to issue  one-third  (1/3) of one share of our  restricted
common stock for every acquired issued and outstanding  share of common stock of
NWT;  (iii) the  transaction  was subject to us arranging  financing of not less
than   $10,000,000  and  up  to  $25,000,000,   which  financing  was  to  close
concurrently  with  consummation  of the  transaction;  (iv) the transaction was
subject to receipt by NWT of a favorable  fairness opinion,  which was received;
and (v) the  transaction was subject to our shares of common stock being listing
on a Canadian stock exchange.

On February 13, 2008, and as a result of market circumstances and conditions, we
mutually agreed to terminate the Arrangement  Agreement.  Our Board of Directors
approved and  authorized  the  execution  of a  termination  and mutual  release
agreement (the  "Release').  In accordance  with the terms and provisions of the
Release,  each party  released  one  another  from any and all  liabilities  and
obligations  relating to the Arrangement  Agreement and the proposed transaction
thereunder.

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


                                       13


<PAGE>


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,  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  exploration 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 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  and  production  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


                                       14


<PAGE>


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 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.

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis.  Richard M.
Cherry is our President and Chief Executive Officer,  and Henry Martyn Fowlds 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.

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. 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


                                       15


<PAGE>


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
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


                                       16


<PAGE>


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.

         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
$90.00 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 $15,155,373 and
had  incurred  losses of  approximately  $15,075,151  during  fiscal  year ended
February 29, 2008.  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.


                                       17


<PAGE>


         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.

The  financial  statements  for the fiscal  years  ended  February  29, 2008 and
February 28, 2007 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 6. Management's  Discussion and
Analysis or Plan 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 Nose Rock Option and Venture
Agreement and the Dalton Pass Option and Venture 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.


                                       18


<PAGE>


         WE ARE  RELATIVELY  A NEW  ENTRANT  INTO THE  URANIUM  EXPLORATION  AND
         DEVELOPMENT 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
revenue  generation.  As a result,  our  future  revenues  may be  limited.  The
business of uranium  exploration and development 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  DEVELOPMENT  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


                                       19


<PAGE>


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.

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

Uranium   exploration  and  development  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.


                                       20


<PAGE>


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.

         THE NAVAJO NATION HAS BANNED URANIUM MINING IN "INDIAN COUNTRY" AND HAS
         THREATENED  LEGAL  ACTION  AGAINST  URANIUM  MINING  IN THE AREA OF THE
         RESERVATION,  WHICH MAY INCLUDE THE NOSE ROCK  PROPERTY  AND THE DALTON
         PASS PROPERTY


The Navajo Nation  Council passed the Dine Natural  Resources  Protection Act of
2005 in April 2005,  which prohibits  uranium mining and processing on any sites
within the  reservation  and "Indian  Country".  Indian Country  defines certain
lands  which,  although  not  within  the Navajo  reservation  but within  close
proximity to Navajo lands that contain a "dependent Indian community",  may fall
under  the  Navajo  regulations.  The  legal  determination  of which  areas and
properties  are contained  within "Indian  Country" is a matter of dispute.  Our
Nose Rock  Property  and Dalton Pass  Property  are situated on State or Federal
land but lie in close proximity to the Navajo nation.  These properties have not
at this time been  determined to be within  "Indian  Country".  However,  if the
Federal  Government does ultimately  determine that our properties in New Mexico
lie in Indian  Country,  the ban may prevent us from exploring or developing the
properties  so defined until the legal and  jurisdictional  issues are resolved,
either through negotiation or through the courts.


         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.


                                       21


<PAGE>


         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 Richard M. Cherry,  our  President/Chief
Executive Officer and a director,  and Henry Martyn Fowlds,  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
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)


                                       22


<PAGE>


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 22,700,000 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.

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.


                                       23


<PAGE>


         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.

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 2. DESCRIPTION OF PROPERTY

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.


                                       24


<PAGE>


ITEM 3. LEGAL PROCEEDINGS

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.

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

During  fiscal year ended  February 29, 2008,  no matters were  submitted to our
stockholders for approval.


                                     PART II

ITEM 5. MARKET FOR COMMON  EQUITY AND  RELATED  STOCKHOLDER  MATTERS AND SMALL
        BUSINESS  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.

          MONTH ENDED                      HIGH BID                   LOW BID

       February 29, 2008                     $2.00.                    $2.00.
       November 30, 2007                     $3.49                     $3.33
        August 31, 2007                      $2.06                     $2.00

As of May 29, 2008,  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 SPLITS

JUNE 2007 FORWARD STOCK SPLIT

On June 6, 2007, our Board of Directors  pursuant to minutes of written  consent
in lieu of a special  meeting  authorized  and approved the "2007  Forward Stock
Split". Each of our shareholders  holding one share of common stock was entitled


                                       25


<PAGE>


to receive  an  additional  five  shares of our  restricted  common  stock.  The
additional  shares  of our  common  stock to be issued  to the  shareholders  in
accordance with the 2007 Forward Stock Split were mailed on  approximately  June
8, 2007 without any action on the part of the shareholders.

The 2007 Forward Stock Split was effectuated based on market conditions and upon
a determination  by our Board of Directors that the 2007 Forward Stock Split was
in our best interests and of the shareholders.  In our judgment the 2007 Forward
Stock Split  resulted  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 2007  Forward  Stock Split was to
increase the marketability of our common stock.

The 2007 Forward Stock Split was effectuated  with a record date of June 6, 2007
upon filing the appropriate  documentation  with NASDAQ.  The 2007 Forward Stock
Split was  implemented  taking into  account our  authorized  share  capital and
number of issued and  outstanding  shares of common stock as of the Record Date.
Authorized  share capital  increased from  75,000,000 to  375,000,000  shares of
common stock and our total  issued and  outstanding  common stock was  increased
from  6,125,000  shares to  30,625,000  shares.  The par value for our shares of
common stock remained the same at $0.001.

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.

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.


                                       26


<PAGE>


SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have one equity  compensation  plan,  the Mainland  Resources Inc. 2008 Stock
Option Plan (the "2008 Plan").  The table set forth below  presents  information
relating to our equity compensation plans as of the date of this Annual Report:

<TABLE>
<CAPTION>


                                                                             NUMBER OF SECURITIES
                           NUMBER OF SECURITIES                              REMAINING AVAILABLE
                            TO BE ISSUED UPON         WEIGHTED-AVERAGE       FOR FUTURE ISSUANCE
                               EXERCISE OF           EXERCISE PRICE OF           UNDER EQUITY
                           OUTSTANDING OPTIONS,     OUTSTANDING OPTIONS,      COMPENSATION PLANS
                           WARRANTS AND RIGHTS      WARRANTS AND RIGHTS       (EXCLUDING COLUMN
    PLAN CATEGORY                 (A)                       (B)                      (A))
_________________________________________________________________________________________________
<C>                              <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           2,750,000                        $1.75           2,250,000

Warrants                           300,000                        $2.00                 n/a

</TABLE>


2008 STOCK OPTION 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.

The purpose of the 2008 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 is 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;  (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
provides  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
2,200,00 shares as at the date of adoption by the Board of Directors of the 2008
Plan.  At the time a Stock Option is granted  under the 2008 Plan,  the Board of
Directors  shall fix and  determine  the  exercise  price at which shares of our
common stock may be acquired.


                                       27


<PAGE>


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 the Stock Option 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.

The exercise price of a Stock Option granted  pursuant to the 2008 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 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 29,
2008, 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.


                                       28


<PAGE>


SEPTEMBER 2007 ISSUANCE

On  September  14,  2007,  we issued an  aggregate  of  7,500,000  shares of our
restricted  common  stock  to  Strathmore  in  accordance  with  the  terms  and
provisions of the Nose Rock Option and Joint Venture Agreement.  The shares were
valued at $14,000,000.

The shares of common stock were issued to Strathmore in reliance on Regulation S
promulgated  under the United  States  Securities  Act of 1933,  as amended (the
"Securities  Act"). The securities have 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 the registration  requirements.

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.

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
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

On approximately May 30, 2007, one of our shareholders  returned an aggregate of
15,000,000 shares of our restricted  common stock with no consideration  paid to
the shareholder. The shares were cancelled and returned to our treasury.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN 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 year ended  February  29,  2008,
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 following  table sets forth selected  financial  information for the periods
indicated.


                                       29


<PAGE>


RESULTS OF OPERATION

                                                            FOR THE PERIOD
                              FISCAL YEARS ENDED           FROM OCTOBER 11,
                             FEBRUARY 29, 2008 AND        2004 (INCEPTION) TO
                               FEBRUARY 28, 2007           FEBRUARY 29, 2008
                             ___________________________________________________

                                 2008          2007
                             _________________________

EXPENSES                                -            -                  -

    Write down of              14,500,000          -0-         14,500,000
    mineral property
    acquisition

    Bank charges and                2,976          150              3,256
    interest

    Consulting Fees                63,500       10,200             73,700

    Interest expense               23,617          -0-             23,617

    Legal and accounting          248,746       27,838            283,801

    Management fees               152,600       18,000            170,600

    Marketing and                  36,760          -0-             36,760
    promotion

    Mineral property                7,804          -0-             14,119
    development
    expenditures

    Office and                     27,397        1,782             30,744
    miscellaneous

    Rent                            7,542        6,000             13,542

    Transfer agent fees             4,209          800              5,234

Net Loss                     ($15,075,151)    ($64,770)      ($15,155,373)


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.


                                       30


<PAGE>


FISCAL YEAR ENDED  FEBRUARY 29, 2008 COMPARED TO FISCAL YEAR ENDED  FEBRUARY 28,
2007.

Our net loss for fiscal year ended February 29, 2008 was ($15,075,151)  compared
to a net loss of  ($64,770)  during  fiscal  year ended  February  28,  2007 (an
increase  of  $15,010,381).  During  fiscal  years ended  February  29, 2008 and
February 28, 2007, we did not generate any revenue.

During  fiscal  year  ended   February  29,  2008,   we  incurred   general  and
administrative  expenses  of  $15,075,151  compared to $64,770  incurred  during
fiscal year ended February 28, 2007 (an increase of $15,010,381).  These general
and administrative  expenses incurred during fiscal year ended February 29, 2008
consisted  of: (i) write down of mineral  property  acquisition  of  $14,500,000
(2007:  $-0-);  (ii) bank charges and  interest of $2,976  (2007:  $150);  (iii)
consulting  fees of $63,500 (2007:  $10,200);  (iv) interest  expense of $23,617
(2007: $-0-); (v) legal and accounting $248,746 (2007: $27,838); (vi) management
fees of $152,600 (2007: $152,600 (2007: $18,000);  (vii) marketing and promotion
of $36,760 (2007:  $-0-);  (viii) mineral property  development  expenditures of
$7,804 (2007:  $-0-); (ix) office and  miscellaneous of $27,397 (2007:  $1,782);
(x) rent of $7,542 (2007: $6,000); and (xi) transfer agent fees of $4,209 (2007:
800).

Expenses  incurred during fiscal year ended February 29, 2008 compared to fiscal
year ended February 28, 2007 increased  primarily due to the increased scale and
scope of business  operations relating to the acquisition of our interest in the
Nose Rock  Property  and the Dalton Pass  Property.  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  29,  2008 was  ($15,075,151)
compared to a net less of ($64,770)  during fiscal year ended February 28, 2007.
The weighted average number of shares outstanding was 53,114,549 for fiscal year
ended February 29, 2008 (as increased in accordance with the June 2007 and March
2008 Forward Stock Split)  compared to 60,937,500 for fiscal year ended February
28, 2007.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED FEBRUARY 29, 2008

As at fiscal year ended  February 29, 2008, our current assets were $336,260 and
our current  liabilities  were  $441,733,  which  resulted in a working  capital
deficiency of  ($105,473).  As at fiscal year ended  February 29, 2008,  current
assets were  comprised  of $336,260 in cash and cash  equivalents.  As at fiscal
year ended February 28, 2007, current liabilities were comprised of: (i) $35,316
in  accounts  payable  and  accrued  liabilities;  (ii)  $21,800  due to related
parties; and (iii) $384,617 in related party promissory note payable.

As at fiscal year ended  February  29,  2008,  our total  assets  were  $336,260
comprised entirely of current assets. The increase in total assets during fiscal
year ended  February  29,  2008 from  fiscal  year ended  February  28, 2007 was
primarily due to the increase in cash and cash equivalents.


                                       31


<PAGE>


As at fiscal year ended February 29, 2008, our total  liabilities  were $441,733
comprised  entirely of current  liabilities.  The increase in liabilities during
fiscal year ended February 29, 2008 from fiscal year ended February 28, 2007 was
primarily due to the increase in accounts  payable and accrued  liabilities  and
loan payable. See " - Material Commitments."

Stockholders'  equity  (deficit)  increased from ($30,322) for fiscal year ended
February 28, 2007 to ($105,473) for fiscal year ended February 29, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities.  For fiscal
year ended  February 29, 2008,  net cash flows used in operating  activities was
($528,778)  consisting primarily of a net loss of ($15,075,151).  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 increase in prepaid expenses and ($1,200) in decrease due to related parties.
For fiscal  year  ended  February  28,  2007,  net cash flows used in  operating
activities  was ($9,560)  consisting  primarily of a net loss of ($64,770),  and
adjusted by $24,000 in  contributions  to capital by related  parties.  Net cash
flows used in operating  activities  was further  changed by increase of $22,500
due to related  parties,  $9,010 in  increase  in  accounts  payable and accrued
liabilities and $300 increase in prepaid expenses.

CASH FLOWS FROM INVESTING ACTIVITIES

For fiscal  year  ended  February  29,  2008,  net cash flows used in  investing
activities  was  ($500,000)   consisting  of  acquisition  of  mineral  property
interest.  For  fiscal  year ended  February  28,  2007,  net cash flows used in
investing activities was $-0-.

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  29,
2008, net cash flows provided from financing  activities was $1,361,000 compared
to $-0- for fiscal  year ended  February  28,  2007.  Cash flows from  financing
activities  for fiscal year ended  February  29,  2008  consisted  primarily  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.

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


                                       32


<PAGE>


business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling  initiatives on current properties and future properties;  and
(iii) future  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

A material  commitment  during fiscal year 2008/2009 is the aggregate  amount of
$384,617 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 $85,000 at an interest rate of 10% per
annum.  Thus, as of the date of this Annual Report,  an aggregate of $384,617 is
due and owing consisting of principal and interest in the amount of $361,000 and
$23,617,  respectively.  The  amount  is  unsecured  and  has  no set  terms  of
repayment. See "Part III. Item 12. Certain Relationships and Related Transaction
and Director Independence. "

As of the date of this  Annual  Report,  and other  than our  obligations  to be
incurred  under the Nose Rock Option and Joint Venture  Agreement and the Dalton
Pass  Option  and Joint  Venture  Agreement,  we do not have any other  material
commitments.

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.

GOING CONCERN

The independent auditors' report accompanying our February 29, 2008 and February
28, 2007  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


                                       33


<PAGE>


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 March  2008,  the FASB  issued SFAS No.  161,  DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). 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  2009.  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 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after  December 15, 2008.  Earlier  adoption is  prohibited.  Management has not
determined the effect that adopting this  statement  would have on our financial
position or results of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  BUSINESS
COMBINATIONS  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly,  any business combinations completed by us prior to January 1, 2009
will be recorded and  disclosed  following  existing  GAAP.  Management  has not
determined the effect that adopting this  statement  would have on our financial
position or results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, THE FAIR VALUE  OPTION FOR  FINANCIAL
ASSETS AND FINANCIAL  LIABILITIES - INCLUDING AN AMENDMENT OF FASB STATEMENT NO.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported  earnings cause by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value


                                       34


<PAGE>


measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of our first  fiscal year that begins  after  November 15,
2007,  although earlier adoption is permitted.  As of February 29, 2008, we have
not adopted this  statement and  management  has not  determined the effect that
adopting  this  statement  would have on the  Company's  financial  position  or
results of operations.

In  September  2006,  FASB issued SFAS No. 157,  FAIR VALUE  MEASURE  ("SFAS No.
157"). This Statement defines fair value,  establishes a framework for measuring
fair  value  in  generally  accepted  accounting   principles  (GAAP),   expands
disclosures  about fair value  measurements,  and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements.  However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is  effective  for  financial  statements  issued for fiscal  years
beginning  after  November 15, 2007,  which for us is the fiscal year  beginning
March 1, 2008. We are currently  evaluating  the impact of adopting SFAS No. 157
but do not  expect  that it will  have a  significant  effect  on its  financial
position or results of operations.

In June 2006, FASB issued  Interpretation  No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME  TAXES-AN  INTERPRETATION  OF FASB  STATEMENT  NO. 109 ("FIN  48").  This
Interpretation   clarifies  the  accounting  for  uncertainty  in  income  taxes
recognized in an enterprise's  financial  statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME TAXES." This Interpretation prescribes a recognition
threshold and measurement  attribute for the financial statement recognition and
measurement  of a tax  position  taken or  expected to be taken in a tax return.
This  Interpretation  also provides guidance on  derecognition,  classification,
interest  and  penalties,   accounting  in  interim   periods,   disclosure  and
transition.  This  Interpretation  is effective for fiscal years beginning after
December 15, 2006. We have  determined  that the adoption of FIN 48 did not have
any material impact on our results of operations or financial position.

ITEM 7. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DATED MAY 20, 2008.

BALANCE SHEETS AS AT FEBRUARY 29, 2008 AND FEBRUARY 28, 2007.

STATEMENTS OF OPERATIONS  FOR FISCAL YEARS ENDED  FEBRUARY 29, 2008 AND FEBRUARY
28, 2007 AND FOR THE PERIOD FROM  OCTOBER 11, 2004  (INCEPTION)  TO FEBRUARY 29,
2008.

STATEMENT OF CHANGES IN  STOCKHOLDERS'  EQUITY/(DEFICIENCY)  FOR THE PERIOD FROM
OCTOBER 11, 2004 (INCEPTION) TO FEBRUARY 29, 2008.

STATEMENTS  OF CASH FLOWS FOR THE  FISCAL  YEARS  ENDED  FEBRUARY  29,  2008 AND
FEBRUARY  28, 2007 AND FOR THE PERIOD  FROM  OCTOBER  11,  2004  (INCEPTION)  TO
FEBRUARY 29, 2008.

NOTES TO FINANCIAL STATEMENTS.


                                       35


<PAGE>


















                          URANIUM INTERNATIONAL CORP.
                        (FORMERLY NU-MEX URANIUM CORP.)
                         (AN EXPLORATION STAGE COMPANY)


                              Financial Statements
                          (Expressed in U.S. Dollars)
                                29 FEBRUARY 2008

















                                       36


<PAGE>


JAMES STAFFORD
________________________________________________________________________________
                                                           James Stafford, Inc.*
                                                           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  audited  the balance  sheets of URANIUM  INTERNATIONAL  CORP.  as at 29
February  2008 and 28 February 2007 and the related  statements  of  operations,
cash flows and  changes in  stockholders'  deficiency  for the years then ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted  our audits in  accordance  with the auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of the Company as of 29 February
2008 and 28  February  2007 and the  results of its  operations,  cash flows and
changes in stockholders'  deficiency for the years then ended in conformity with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 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.





                                                              /s/ JAMES STAFFORD
Vancouver, Canada                                          CHARTERED ACCOUNTANTS
20 May 2008


                                       37


<PAGE>

<TABLE>
<CAPTION>

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Balance Sheets
(Expressed in U.S. Dollars)
____________________________________________________________________________________________________

                                                                             AS AT             AS AT
                                                                       29 FEBRUARY       28 FEBRUARY
                                                                              2008              2007
                                                                                 $                 $
<S>                                                                    <C>                   <C>

ASSETS

CURRENT
Cash and cash equivalents                                                  336,260             4,038
Prepaid expenses                                                                 -               300
                                                                       ___________       ___________

                                                                           336,260             4,338
                                                                       ===========       ===========

LIABILITIES

CURRENT
Accounts payable and accrued liabilities (Note 4)                           35,316            11,660
Due to related parties (Note 5)                                             21,800            23,000
Related party promissory note payable (Note 6)                             384,617                 -
                                                                       ___________       ___________

                                                                           441,733            34,660
                                                                       ___________       ___________

STOCKHOLDERS' DEFICIENCY
CAPITAL STOCK (Note 7)
Authorized
   375,000,000 common shares, par value $0.001 (Note 7)
Issued and outstanding
   28 February 2007 - 60,937,500 common shares, par value $0.001
   29 February 2008 - 54,037,500 common shares, par value $0.001            54,038            60,938
ADDITIONAL PAID-IN CAPITAL                                              14,812,778           (11,038)
WARRANTS
                                                                           183,084                 -
DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE                      (15,155,373)          (80,222)
                                                                       ___________       ___________

                                                                          (105,473)          (30,322)
                                                                       ___________       ___________

                                                                           336,260             4,338
                                                                       ___________       ___________



NATURE AND CONTINUANCE OF OPERATIONS (Note 1), COMMITMENTS (Note 10) and SUBSEQUENT EVENTS (Note 11)



ON BEHALF OF THE BOARD:



                              Director                                  Director
______________________________            ______________________________
Richard Cherry                            Henry Martyn Fowlds



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

</TABLE>


                                       38

<PAGE>

<TABLE>
<CAPTION>

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Statements of Operations
(Expressed in U.S. Dollars)
_________________________________________________________________________________________________________

                                                     FOR THE PERIOD
                                                   FROM THE DATE OF
                                                    INCEPTION ON 11       FOR THE YEAR       FOR THE YEAR
                                                    OCTOBER 2004 TO           ENDED 29           ENDED 28
                                                        29 FEBRUARY           FEBRUARY           FEBRUARY
                                                               2008               2008               2007
                                                        (UNAUDITED)
                                                                  $                  $                  $
<S>                                                   <C>                  <C>                    <C>

EXPENSES
Write down of mineral property acquisition
   costs (Note 3)                                     14,500,000           14,500,000                  -
Bank charges and interest                                  3,256                2,976                150
Consulting fees                                           73,700               63,500             10,200
Interest expense                                          23,617               23,617                  -
Legal and accounting                                     283,801              248,746             27,838
Management fees (Note 5)                                 170,600              152,600             18,000
Marketing and promotion                                   36,760               36,760                  -
Mineral property development expenditures                 14,119                7,804                  -
Office and miscellaneous                                  30,744               27,397              1,782
Rent                                                      13,542                7,542              6,000
Transfer agent fees                                        5,234                4,209                800
                                                      ___________________________________________________

NET LOSS FOR THE PERIOD                               15,155,373           15,075,151             64,770
                                                      ===================================================

BASIC AND DILUTED LOSS PER COMMON SHARE                                        (0.284)            (0.001)
                                                                           ==============================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
   USED IN PER SHARE CALCULATIONS                                          53,114,549         60,937,500
                                                                           ==============================

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

</TABLE>


                                       39

<PAGE>

<TABLE>
<CAPTION>

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Statements of Cash Flows
(Expressed in U.S. Dollars)
_________________________________________________________________________________________________________

                                                     FOR THE PERIOD
                                                   FROM THE DATE OF
                                                    INCEPTION ON 11       FOR THE YEAR       FOR THE YEAR
                                                    OCTOBER 2004 TO           ENDED 29           ENDED 28
                                                        29 FEBRUARY           FEBRUARY           FEBRUARY
                                                               2008               2008               2007
                                                        (UNAUDITED)
                                                                  $                  $                  $
<S>                                                   <C>                  <C>                    <C>


CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period                              (15,155,373)         (15,075,151)           (64,770)
  Adjustments to reconcile loss to net cash
  used by operating activities
    Accrued interest on shareholders loan                 23,617               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                  -
 Changes in operating assets and liabilities
    Decrease (increase) in prepaid expenses                    -                  300               (300)
    Increase in accounts payable and accrued
    liabilities                                           35,316               23,656              9,010
    Increase (decrease) in due to related parties         21,800               (1,200)            22,500
                                                      ___________________________________________________
                                                        (550,640)            (528,778)            (9,560)
                                                      ___________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties                            361,000              361,000                  -
Common shares issued for cash                          1,025,900            1,000,000                  -
                                                      ___________________________________________________
                                                       1,386,900            1,361,000                  -
                                                      ___________________________________________________

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

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         336,260              332,222             (9,560)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                 -                4,038             13,598
                                                      ___________________________________________________
CASH AND CASH EQUIVALENTS, END OF PERIOD                 336,260              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>


                                       40

<PAGE>

<TABLE>
<CAPTION>

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Statement of Changes in Stockholders' Equity (Deficiency)
(Expressed in U.S. Dollars)
__________________________________________________________________________________________________________________________
                                                                                                 DEFICIT,
                                                                    ADDITIONAL                 DURING THE    SHAREHOLDERS'
                                            NUMBER OF    CAPITAL       PAID-IN                DEVELOPMENT           EQUITY
                                        SHARES ISSUED      STOCK       CAPITAL    WARRANTS          STAGE     (DEFICIENCY)
                                                               $             $           $              $                $
<S>                                       <C>             <C>       <C>            <C>        <C>                 <C>

BALANCE AT 11 OCTOBER 2004
(INCEPTION)                                      -             -             -           -              -                -
   Common shares issued for cash
   ($0.00013 per share) -
   29 November 2004 (Note 7)              30,000,000      30,000       (26,000)          -              -            4,000
   Common shares issued for cash
   ($0.00013 per share) - 10 January
   2005 (Note 7)                          18,000,000      18,000       (15,600)          -              -            2,400
   Common shares issued for cash
   ($0.0013 per share) - 21 January
   2005 (Note 7)                          11,250,000      11,250         3,750           -              -           15,000
   Common shares issued for cash
   ($0.0013 per share) - 25 January
   2005 (Note 7)                           1,500,000       1,500           500           -              -            2,000
   Common shares issued for cash
   ($0.013 per share) - 1 February
   2005 (Note 7)                             187,500         188         2,312           -              -            2,500
   Net loss for the period                         -           -             -           -         (3,051)          (3,051)
                                         _________________________________________________________________________________

BALANCE AT 28 FEBRUARY 2005               60,937,500      60,938       (35,038)          -         (3,051)          22,849
   Net loss for the year                           -           -             -           -        (12,401)         (12,401)
                                         _________________________________________________________________________________

BALANCE AT 28 FEBRUARY 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 28 FEBRUARY 2007               60,937,500      60,938       (11,038)          -        (80,222)         (30,322)
   Restricted common shares
   returned and cancelled - May
   30, 2007                              (15,000,000)    (15,000)       15,000           -              -                -
   Common shares issued per
    Strathmore Option Agreement -
   14 September 2007 ($1.87 per
   share) (Notes 3 and 7)                  7,500,000       7,500    13,992,500           -              -       14,000,000
   Common shares issued for cash
   ($1.67 per share) - 26
   February 2008 (Note 7)                    600,000         600       816,316           -              -          816,916
   Warrants granted for cash - 26
   February 2008 (Note 7)                          -           -             -     183,084              -          183,084
   Net loss for the year                           -           -             -           -    (15,075,151)     (15,075,151)
                                         _________________________________________________________________________________

BALANCE AT 29 FEBRUARY 2008               54,037,500      54,038    14,812,778     183,084    (15,155,373)        (105,473)
                                         =================================================================================

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

</TABLE>


                                       41

<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

1.       NATURE AND CONTINUANCE OF OPERATIONS

         Uranium  International Corp. (the "Company") was incorporated under the
         laws of the State of Nevada on 11 October  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 24 May  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 4
         June 2007 and the Company, being the surviving entity, changed its name
         to Nu-Mex  Uranium Corp. On February 26, 2008 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  June 4, 2007 and NewCo was incorporated  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  a  business  combination  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 29 February 2008 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 a loss of  $15,075,151  for the year ended 29 February 2008
         (28  February  2007 -  $64,770)  and has  working  capital  deficit  of
         $105,473 at 29 February 2008 (28 February 2007 - $30,322).  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.


                                       42


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

2.       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 the financial statements are presented
         in U.S. dollars.

         CASH AND CASH EQUIVALENTS

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

         MINERAL PROPERTY COSTS

         The Company has been in the exploration stage since its formation on 11
         October 2004 and has not yet  realized  any  revenues  from its planned
         operations

         Mineral  property  acquisition  costs  are  initially   capitalized  as
         tangible assets when purchased.  At the end of each fiscal quarter end,
         the Company  assesses the carrying costs for impairment.  If proven and
         probable  reserves  are  established  for a  property  and it has  been
         determined that a mineral property can be economically developed, costs
         will  be  amortized  using  the  units-of-production  method  over  the
         estimated life of the probable reserve.

         Mineral property exploration costs are expensed as incurred.

         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 not
         established any proven or probable  reserves on its mineral  properties
         and incurred only acquisition and exploration costs (Note 3).

         Although  the  Company  has  taken  steps to  verify  title to  mineral
         properties in which it has an interest, according to the usual industry
         standards  for the  stage  of  exploration  of such  properties,  these
         procedures do not guarantee the Company's title. Such properties may be
         subject to prior  agreements  or transfers and title may be affected by
         undetected defects.


                                       43


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

2.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         FINANCIAL INSTRUMENTS

         The  carrying  amounts  of  cash,  and  accounts  payable  and  accrued
         liabilities  approximate  fair value  because of the short  maturity of
         these items.  These fair value  estimates are  subjective in nature and
         involve  uncertainties  and  matters  of  significant  judgment,   and,
         therefore, cannot be determined with precision.  Changes in assumptions
         could significantly  affect these estimates.  The Company does not hold
         or  issue  financial  instruments  for  trading  purposes,  nor does it
         utilize  derivative  instruments in the management of foreign exchange,
         commodity price or interest rate market risks.

         DERIVATIVE FINANCIAL INSTRUMENTS

         The Company has not, to the date of these financial statements, entered
         into  derivative  instruments to offset the impact of foreign  currency
         fluctuations.

         The  operations  of the Company  have been,  and may in the future,  be
         affected  from  time  to  time,  in  varying  degrees,  by  changes  in
         environmental  regulations,  including those for future reclamation and
         site  restoration  costs.  Both the likelihood of new  regulations  and
         their  overall  effect  upon  the  Company  vary  greatly  and  are not
         predictable.  The Company's policy is to meet or, if possible,  surpass
         standards set by relevant  legislation,  by  application of technically
         proven and economically feasible measures.

         ENVIRONMENTAL EXPENDITURES

         Environmental expenditures that relate to environmental and reclamation
         programs are charged  against  earnings as incurred or capitalized  and
         amortized depending on their future economic benefits. Estimated future
         reclamation and site restoration  costs, when the ultimate liability is
         reasonably   determinable,   are  charged  against  earnings  over  the
         estimated  remaining  life of the related  business  operation,  net of
         expected recoveries.

         INCOME TAXES

         Potential  benefits  of income  tax losses  are not  recognized  in the
         accounts  until  realization  is more likely than not.  The Company has
         adopted  SFAS  No.  109,  "ACCOUNTING  FOR  INCOME  TAXES",  as of  its
         inception. Pursuant to SFAS No. 109, the Company is required to compute
         tax asset  benefits  for net  operating  losses  carried  forward.  The
         potential  benefits of net operating losses have not been recognized in
         these financial  statements because the Company cannot be assured it is
         more likely than not it will utilize the net operating  losses  carried
         forward in future years.

         BASIC AND DILUTED NET LOSS PER SHARE

         The Company  computes net income  (loss) per share in  accordance  with
         SFAS No.128,  "EARNINGS PER SHARE". SFAS No. 128 requires  presentation
         of both basic and diluted earnings per share ("EPS") on the face of the
         income  statement.  Basic EPS is computed by dividing net income (loss)
         available to common  shareholders  (numerator) by the weighted  average
         number of shares outstanding  (denominator) during the period.  Diluted
         EPS gives effect to all dilutive  potential  common shares  outstanding
         during the  period  using the  treasury  stock  method and  convertible
         preferred stock using the  if-converted  method.  In computing  diluted
         EPS, the average stock price for the period is used in determining  the
         number of shares  assumed to be  purchased  from the  exercise of stock
         options or warrants. Diluted EPS excludes all dilutive potential shares
         if their effect is anti-dilutive.


                                       44


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

2.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         COMPREHENSIVE LOSS

         SFAS No. 130, "REPORTING  COMPREHENSIVE INCOME",  establishes standards
         for the reporting and display of comprehensive  loss and its components
         in the financial statements. As at 29 February 2008, the Company has no
         items that represent a comprehensive loss.  Accordingly,  comprehensive
         loss is equal to net loss for all periods presented and, therefore, has
         not  included  a  schedule  of  comprehensive  loss  in  the  financial
         statements.

         SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

         SFAS No. 131,  "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
         INFORMATION", supersedes SFAS No. 14, "FINANCIAL REPORTING FOR SEGMENTS
         OF A BUSINESS  ENTERPRISE".  SFAS No. 131 establishes standards for the
         way that public companies report  information about operating  segments
         in annual  financial  statements  and  requires  reporting  of selected
         information about operating  segments in interim  financial  statements
         issued to the public.  It also  establishes  standards for  disclosures
         regarding products and services,  geographic areas and major customers.
         SFAS No. 131  defines  operating  segments as  components  of a company
         about  which  separate  financial  information  is  available  that  is
         evaluated  regularly by the chief operating  decision maker in deciding
         how to allocate resources and in assessing performance. The Company has
         evaluated this SFAS and does not believe it is applicable at this time.

         START-UP EXPENSES

         The Company has adopted Statement of Position No. 98-5,  "REPORTING THE
         COSTS OF START-UP  ACTIVITIES",  which  requires that costs  associated
         with start-up activities be expensed as incurred. Accordingly, start-up
         costs associated with the Company's formation have been included in the
         Company's  expenses  for the period  from the date of  inception  on 11
         October 2004 to 29 February 2008.

         FOREIGN CURRENCY TRANSLATION

         The Company's  functional and reporting  currency is U.S. dollars.  The
         financial  statements of the Company are translated to U.S.  dollars in
         accordance with SFAS No. 52, "FOREIGN CURRENCY  TRANSLATION".  Monetary
         assets and liabilities denominated in foreign currencies are translated
         using the exchange rate prevailing at the balance sheet date. Gains and
         losses  arising  on  translation  or  settlement  of  foreign  currency
         denominated  transactions or balances are included in the determination
         of  income.  The  Company  has  not,  to the  date of  these  financial
         statements, entered into derivative instruments to offset the impact of
         foreign currency fluctuations.

         USE OF ESTIMATES

         The  preparation of financial  statements in conformity with accounting
         principles  generally accepted in the United States of America requires
         management to make estimates and assumptions that affect the amounts of
         assets  and  liabilities  and  disclosures  of  contingent  assets  and
         liabilities  at the date of the financial  statements  and the reported
         amounts of  revenues  and  expenditures  during the  reporting  period.
         Actual results could differ from these estimates.


                                       45


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

2.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS

         In  March  2008,  the  FASB  issued  SFAS No.  161,  DISCLOSURES  ABOUT
         DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). 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 2009.  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 ("SFAS
         No. 160"),  which will change the accounting and reporting for minority
         interests,  which will be recharacterized  as noncontrolling  interests
         and classified as a component of equity within the consolidated balance
         sheets.  SFAS No. 160 is effective  as of the  beginning of an entity's
         first  fiscal year  beginning on or after  December  15, 2008.  Earlier
         adoption is  prohibited.  Management has not determined the effect that
         adopting this statement would have on the Company's  financial position
         or results of operations.

         In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
         COMBINATIONS   ("SFAS  No.  141R").  SFAS  No.  141R  will  change  the
         accounting for business combinations. Under SFAS No. 141R, an acquiring
         entity  will be  required  to  recognize  all the assets  acquired  and
         liabilities assumed in a transaction at the acquisition-date fair value
         with  limited  exceptions.  SFAS No.  141R will  change the  accounting
         treatment  and  disclosure  for  certain  specific  items in a business
         combination.   SFAS  No.  141R   applies   prospectively   to  business
         combinations  for  which  the  acquisition  date  is  on or  after  the
         beginning of the entity's first annual reporting period beginning on or
         after  December  15,  2008.  Accordingly,   any  business  combinations
         completed  by the Company  prior to March 1, 2009 will be recorded  and
         disclosed  following  existing GAAP.  Management has not determined the
         effect  that  adopting  this  statement  would  have  on the  Company's
         financial position or results of operations.

         In February  2007,  the  Financial  Accounting  Standards  Board issued
         Statement of  Financial  Accounting  Standards  No. 159, THE FAIR VALUE
         OPTION FOR FINANCIAL  ASSETS AND  FINANCIAL  LIABILITIES - INCLUDING AN
         AMENDMENT OF FASB  STATEMENT NO. 115 ("SFAS No. 159").  This  statement
         permits  entities to choose to measure many financial  instruments  and
         certain  other  items  at  fair  value.  The  objective  is to  improve
         financial  reporting  by providing  entities  with the  opportunity  to
         mitigate  volatility in reported  earnings  cause by measuring  related
         assets and  liabilities  differently  without  having to apply  complex
         hedge accounting  provisions.  This Statement is expected to expand the
         use of fair value  measurement,  which is  consistent  with the Board's
         long-term   measurement   objectives   for   accounting  for  financial
         instruments.  This  statement is  effective as of the  beginning of the
         Company's  first  fiscal  year that begins  after  November  15,  2007,
         although  earlier  adoption is permitted.  As of February 29, 2008, the
         Company  has  not  adopted  this   statement  and  management  has  not
         determined  the effect that adopting this  statement  would have on the
         Company's financial position or results of operations.


                                       46


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

2.       SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

         In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE" ("SFAS
         No. 157"). This Statement  defines fair value,  establishes a framework
         for measuring fair value in generally  accepted  accounting  principles
         (GAAP), expands disclosures about fair value measurements,  and applies
         under other accounting pronouncements that require or permit fair value
         measurements.  SFAS  No.  157  does  not  require  any new  fair  value
         measurements. However, the FASB anticipates that for some entities, the
         application of SFAS No. 157 will change current practice.  SFAS No. 157
         is effective for financial statements issued for fiscal years beginning
         after  November  15,  2007,  which for the  Company is the fiscal  year
         beginning March 1, 2008. The Company is currently evaluating the impact
         of  adopting  SFAS  No.  157 but does not  expect  that it will  have a
         significant effect on its financial position or results of operations.

         In June  2006,  FASB  issued  Interpretation  No.  48,  Accounting  for
         Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109
         ("FIN  48").   This   Interpretation   clarifies  the   accounting  for
         uncertainty  in income taxes  recognized in an  enterprise's  financial
         statements  in  accordance  with FASB No. 109,  "Accounting  for Income
         Taxes." This  Interpretation  prescribes a  recognition  threshold  and
         measurement  attribute  for the  financial  statement  recognition  and
         measurement  of a tax  position  taken or expected to be taken in a tax
         return.  This  Interpretation  also provides guidance on derecognition,
         classification,  interest and penalties, accounting in interim periods,
         disclosure and transition.  This Interpretation is effective for fiscal
         years  beginning  after  December 15, 2006.  The Company has determined
         that the adoption of Statement No. 158 during the year did not have any
         material  impact on the  Company's  results of  operations or financial
         position.

3.       MINERAL PROPERTIES

         (a)  NOSE ROCK PROPERTY

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

         Pursuant  to the terms of the  Agreement,  Strathmore  has  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 14  September  2007 and  valued at
               $14,000,000) (Note 7 and 9), 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;


                                       47


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

3.       MINERAL PROPERTIES (CONTINUED)

         (a)  NOSE ROCK PROPERTY (CONTINUED)

               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  contemplates that,  provided that the Company is
         not in default,  (i) the Company  will have  acquired a 25% interest in
         the  Property  once the Company has 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 has 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 will 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, is to be performed.

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

         (b)  DALTON PASS PROPERTY

         Further to the LOI dated 11 July 2007,  effective 5 October  2007,  the
         Board of Directors of the Company  approved the Company's entry into an
         Option  and  Joint  Venture   Agreement   dated  5  October  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  has  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 (amounts paid on 16 July
               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:


                                       48


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

3.            MINERAL PROPERTIES (CONTINUED)

         (b)  DALTON PASS PROPERTY (CONTINUED)

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

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

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

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

               o a further  $4,000,000 in Expenditure  Costs or before 5 October
                 2012;

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

         The Company will earn a 25%  interest in the Property  once the Company
         has  completed its  commitments  (Expenditure  Costs of $8,750,000  and
         cash/stock of $1,000,000) on or before 5 October 2011. The Company will
         earn an  additional  40% interest in the Property  once the Company has
         completed its additional commitments  ($8,000,000 in work) on or before
         5  October  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  will 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 29  February
         2008, the Company recorded a write down of mineral property acquisition
         costs of $250,000 related to the Dalton Pass Property.

         (c)  BRITISH COLUMBIA PROPERTY

         Pursuant to a mineral  property  staking and  purchase  agreement  (the
         "Agreement")  dated 28 January  2005,  the Company  agreed to acquire a
         100%  undivided  right,  title  and  interest  in a  gold/silver/copper
         mineral  claim  unit (the  "Claims"),  located  in the  Alberni  Mining
         Division of British Columbia,  Canada for a cash payment of $2,015. The
         Company  has  decided  not to  proceed  with this  property  and has no
         ongoing obligations related thereto.


                                       49


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

3.       MINERAL PROPERTIES (CONTINUED)

         (d) NWT ARRANGEMENT AGREEMENT

         On 20 December 2007, the Company entered into an arrangement  agreement
         (the "Arrangement Agreement") with NWT Uranium Corp. ("NWT"),  pursuant
         to  which  the  Company  agreed  to  acquire  100%  of the  issued  and
         outstanding shares of common stock of NWT through a court-approved plan
         of arrangement (the "Arrangement").

         The Board of  Directors  of NWT has  unanimously  recommended  that NWT
         shareholders  vote in favor of the Arrangement.  The NWT Board has also
         received an opinion  supporting the fairness of the consideration to be
         received by the NWT.

         On February 13, 2008 as a result of market  circumstances the companies
         have  mutually  agreed to terminate  the  arrangement.  NWT and Uranium
         International  Corp.  have  signed a  termination  and  mutual  release
         agreement  pursuant  to which  each party  released  the other from all
         liabilities and obligations relating to the proposed arrangement.


4.       ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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

5.       DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

         The balance due to related  parties of $21,800 at 29 February  2008 (28
         February 2007 - $23,000) is due to  shareholders  of the Company and is
         unsecured, non-interest bearing and payable on demand.

         During the year ended 29 February  2008,  the Company  entered into the
         following transactions with related parties:

         i.   Paid or accrued  management  fees of $10,000 (28  February  2007 -
              $Nil) each to two directors of the Company.

         ii.  Paid or  accrued  management  fees of $1,800 (28  February  2007 -
              $Nil) to a director and 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).


                                       50


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

6.       RELATED PARTY PROMISSORY NOTE

         The related  party  promissory  note payable of $384,617 at 29 February
         2008 consists of principal and accrued interest payable of $361,000 and
         $23,617 respectively. These amounts are unsecured, bear interest at 10%
         per  annum  and have no set  terms  of  repayment.  On 4 June  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,  the  same
         shareholder advanced the Company an additional $85,000 at a rate of 10%
         per annum.

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.

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

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

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

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


                                       51


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

7.       CAPITAL STOCK (CONTINUED)


         ISSUED AND OUTSTANDING (CONTINUED)

         vi.  On 30 May 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 14 September  2007,  7,500,000  common  shares of the Company's
              were  issued to  Strathmore  in  accordance  with the terms of the
              Option and Joint  Venture  Agreement.  These  common  shares  were
              valued at $14,000,000 (Note 3(a)).

         viii. On 26 February  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 26
              February 2009. As at 29 February 2008, all of the related warrants
              in this series remain outstanding.

         SHARE PURCHASE WARRANTS

         The  following  share purchase warrants were outstanding at 29 February
         2008

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


         Warrants         2.00           300,000               0.99
                                         _______
                                         300,000
                                         =======

         The following is a summary of warrant activities during the years ended
         29 February 2008 and 28 February 2007:

                                            NUMBER OF         WEIGHTED AVERAGE
                                             WARRANTS           EXERCISE PRICE
                                                                             $

         Outstanding and exercisable
            at 1 March 2006                         -                        -
         Granted                                    -                        -
         Exercised                                  -                        -
         Expired                                    -                        -
                                           __________

         Outstanding and exercisable
            at 28 February 2007                     -                        -
                                           ==========       ==================

         Weighted average fair value
            of warrants granted
            during the year                                                  -
                                                            ==================


                                       52


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

                                            NUMBER OF         WEIGHTED AVERAGE
                                             WARRANTS           EXERCISE PRICE
                                                                             $

         Outstanding and exercisable
            at 1 March 2007                         -                        -

         Granted
                                              300,000                     2.00
         Exercised                                  -                        -
         Expired                                    -                        -
                                           __________

         Outstanding and exercisable
            at 29 February 2008               300,000                     2.00
                                           ==========       ==================

         Weighted average fair value
         of warrants granted during
         the year                                                         0.61
                                                            ==================

         The weighted  average  grant date fair value of warrants  issued during
         the year ended 29  February  2008,  amounted  to $0.61 per  warrant (28
         February  2007 - $Nil  per  warrant).  The fair  value of each  warrant
         granted was determined using the Black-Scholes option pricing model and
         the following weighted average assumptions:

                                                 2008       2007

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

         STOCK OPTIONS

         During the year ended 29 February  2009 the Company has not granted any
         stock options and has not recorded any stock-based compensation.

         Subsequent to year end, the Company implemented a stock option plan and
         granted  2,750,000  options at $1.75 per share to certain  officers and
         directors of the Company (Note 11)


                                       53


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

8.       INCOME TAXES

         The Company has losses  carried  forward for income tax  purposes to 29
         February  2008.  There are no current or deferred  tax expenses for the
         year ended 29 February 2008 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 carry forward 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:

                                                 FOR THE YEAR       FOR THE YEAR
                                                     ENDED 29           ENDED 28
                                                FEBRUARY 2008      FEBRUARY 2007
                                                _____________      _____________
Deferred tax asset attributable to:
Current operations                                  5,125,551            27,377
Contributions to capital by related parties                 -            (8,160)
                                                   (5,125,551)
Less: Change in Valuation allowance                                    (19,217)
                                                   __________          _______
Net refundable amount                                       -                -
                                                   __________          _______

         The composition of the Company's  deferred tax assets as at 29 February
         2008 and 28 February 2007 are as follows:

                                                     AS AT 29           AS AT 28
                                                FEBRUARY 2008      FEBRUARY 2007
                                                            $                  $


Net operating loss carry-forward                   15,131,373            56,522

Statutory federal income tax rate                          34%               34%
Effective income tax rate                                   0%                0%
Deferred tax assets                                 5,144,667            19,217

Less: Valuation Allowance                          (5,144,667)          (19,217)
                                                   __________           _______
Net Deferred Tax Assets                                     -                 -
                                                   __________           _______

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

         As at 29 February  2008,  the Company has an unused net operating  loss
         carry forward balance of approximately $15,131,373 that is available to
         offset future  taxable  income.  This unused net  operating  loss carry
         forward balance for income tax purposes  expires between the years 2025
         and 2028.


                                       54


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

9.       SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

                               FOR THE PERIOD
                                FROM THE DATE
                                 OF INCEPTION     FOR THE YEAR     FOR THE YEAR
                                ON 11 OCTOBER         ENDED 29         ENDED 28
                                   2004 TO 29         FEBRUARY         FEBRUARY
                               FEBRUARY  2008             2008             2007
                                            $                $                $

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

         During  the year ended 28  February  2007,  an  officer,  director  and
         stockholder of the Company made contributions to capital for management
         fees and rent in the amounts of $18,000 and $6,000 respectively.

         During the year ended 29 February 2008,  the Company  issued  7,500,000
         common shares valued at 14,000,000  for the  acquisition of the mineral
         property interests (Note 3).

10.      COMMITMENTS

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

11.      SUBSEQUENT EVENTS

         The following events occurred subsequent to 29 February 2008:

         i.    Effective  April 1, 2008 the Company  entered  into an  executive
               service agreement with Cleary Petroleum and Richard M. Cherry. In
               accordance  with  the  terms  and  provisions  of  the  Executive
               Agreement,  Mr. Cherry through  Cleary  Petroleum will 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 Cleary Petroleum
               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.

         ii.   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 (Note 7).

                                       55


<PAGE>


URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

11.      SUBSEQUENT EVENTS (CONTINUED)

         iii.  On April 2, 2008,  pursuant to the stock option plan, the Company
               granted  2,750,000  options  at an  exercise  price  of  $1.75 to
               certain officers and directors of the company with an exercisable
               period of 10 years (Note 7).






















                                       56


<PAGE>


ITEM 8. 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 29, 2008 and February
28, 2007 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, 2007, 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 8A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the  participation of
our management, including Richard M. Cherry, our Chief Executive Officer ("CEO")
and  Henry  Martyn  Fowlds,   our  Chief  Financial  Officer  ("CFO"),   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of February 29, 2008. Based on that evaluation, Messrs. Cherry and
Fowlds concluded that our disclosure  controls and procedures were not effective
as of such date to ensure  that  information  required  to be  disclosed  in the
reports that we file or submit under the Exchange  Act, is recorded,  processed,
summarized  and  reported  within the time  periods  specified  in SEC rules and
forms.  Such  officers  also  confirm  that there was no change in our  internal
control over  financial  reporting  during the year ended February 29, 2008 that
has  materially  affected,  or is reasonably  likely to materially  affect,  our
internal control over financial reporting.

We maintain  "disclosure  controls and  procedures,"  as such term is defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange  Act"),
that are  designed to ensure that  information  required to be  disclosed in our
Exchange Act reports is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities  and  Exchange  Commission  rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management,  including our Chief Executive Officer and Chief Financial  Officer,
as appropriate,  to allow timely decisions  regarding  required  disclosure.  We
conducted an evaluation (the  "Evaluation"),  under the supervision and with the
participation of our Chief Executive  Officer and Chief Financial Officer of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  ("Disclosure  Controls") as of the end of the period covered by this
report  pursuant to Rule  13a-15 of the  Exchange  Act.  The  evaluation  of our
disclosure controls and procedures included a review of the disclosure controls'
and  procedures'  objectives,  design,  implementation  and  the  effect  of the
controls and procedures on the information  generated for use in this report. In
the  course of our  evaluation,  we  sought to  identify  data  errors,  control
problems or acts of fraud and to confirm the appropriate  corrective actions, if
any, including process improvements,  were being undertaken. Our Chief Executive


                                       57


<PAGE>


Officer and our Chief  Financial  Officer  concluded  that, as of the end of the
period  covered by this report,  our  disclosure  controls and  procedures  were
effective and were operating at the reasonable assurance level.

AUDIT COMMITTEE

Our Board of Directors has not  established an audit  committee.  The respective
role of an audit committee has been conducted by our Board of Directors.  We are
contemplating  establishment of an audit committee during fiscal year 2008. When
established,  the audit  committee's  primary function will be to provide advice
with  respect  our  financial  matters and to assist our 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 its 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 our Board of Directors.

ITEM 8A(T)

Not applicable.

ITEM 8B. OTHER INFORMATION

Not applicable.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
        GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

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.


                                       58


<PAGE>


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


NAME                      AGE       POSITION WITH THE COMPANY

Richard Cherry             57       President/Chief Executive Officer and a
                                    Director

Henry Martyn Fowlds        68       Secretary/Treasurer, Chief Financial Officer
                                    and a Director

Jas Butalia                58       Director

James Douglas Brown        55       Director

Ganpat Mani                60       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.

RICHARD M. CHERRY.  Mr. Cherry has been our  President/Chief  Executive  Officer
since April 1, 2008 and a director  since August 27, 2007.  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  producted  by Cotter  Corporation  and  Nuclear  Fuels
Corporation  to  customers  in the United  States,  Japan and Europe.  From 1997
through 2000,  Mr. Cherry served as the vice  president of ConverDyn and Nuclear
Fuels Corporation.  ConverDyn is a joint venture between Honeywell International
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 Frankfurt,
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  Generating
Station near Burlington, Kansas.


                                       59


<PAGE>


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.

HENRY  MARTYN  FOWLDS.  Mr.  Fowlds has been our  Secretary/Treasurer  and Chief
Financial  Officer and a director  since  August 28, 2007.  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.

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.

JAMES DOUGLAS  BROWN.  Mr. Brown has been a director  since August 2, 2007.  Mr.
Brown possesses over thirty-five  years of investment  banking  experience.  Mr.
Brown began his banking  career as a financial  analyst with JP Morgan in London
and New York.  During  the  period  from 1982 to 1997,  Mr.  Brown  served  with
Citigroup and Banque  Indosuez,  focusing on transactions  related to the Middle
East. Since 1997, he has actively participated in the creation and management of
hedge fund  opportunities.  Currently,  Mr.  Brown is a  principal  of  Grasmere
Limited, a privately held advisory company, which specializes in distribution of
hedge funds and corporate finance.  In addition,  Mr. Brown serves as a director
of the following  entities:  LIM Asia Arbitrage  Fund, a large Asian hedge fund;
Eastern  Capital  Fund,  a Russian  equity  fund;  Lund Gold Ltd., a junior gold


                                       60


<PAGE>


exploration  company  (LGD:TSX-V);   and,  since  March  2007,  Endeavor  Energy
Corporation (formerly Dujour Products, Inc.), an oil and gas exploration company
(ENEC:OTCBB).  He also serves on the Advisory Board of Pacific Asia China Energy
Inc. (PCE:TSX-V). From July 2003 until June 2007, Mr. Brown served as a director
of Inyx, Inc. (IYXI:OTCBB),  a specialty pharmaceutical company. Since 2005, Mr.
Brown has served as a director of Quest Oil Corporation (QOIL:OTCBB).  Mr. Brown
holds a law degree from Edinburgh University.

GANPAT MANI.  Mr. Mani has been a director  since August 27, 2007.  From 1994 to
2007, Mr. Mani held several senior  marketing  positions with ConverDyn (a joint
venture  between  Honeywell  International  and  General  Atomics  Corporation),
culminating  in his role as Senior Vice  President  of  ConverDyn.  Mr. Mani was
responsible for maintaining  relationships with major nuclear utilities in Asia,
Europe and the United States as well as with  enrichers in Europe and the United
States. Mr. Mani managed agents in the Far East and prepared position papers and
draft  legislative  language  for, and  represented  the company  president  in,
meetings  with U.S.  government  departments  (Commerce,  Energy  and State) and
industry trade organizations (ESA, NEI, WNA, WNFM, WNTI).

From 1987 to 1994, Mr. Mani was Business Manager for Allied Signal, where he was
responsible  for global  sales,  marketing,  technical  support and research and
development  for  a  line  of  inorganic  fluorinated  products.  Prior  to  his
employment with Allied Signal,  Mr. Mani held a variety of positions with Allied
Chemical  in  the  areas  of  financial  management,  applications  development,
strategic planning and business development.  Mr. Mani holds an MBA from Rutgers
University,  New Jersey and a Bachelor  of  Technology  Degree in  Metallurgical
Engineering from Loughborough University, UK.

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
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).


                                       61


<PAGE>


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 December 31, 2007.

ITEM 10. 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 year ended February 29, 2008 (the "Named Executive Officer"). Our current
officers/directors  are not  included  in the Summary  Compensation  Table since
their respective  appointment dates occurred  simultaneous with or subsequent to
fiscal year ended February 29, 2008.

<TABLE>
<CAPTION>


SUMMARY COMPENSATION TABLE

__________________________________________________________________________________________________________________________

                                                                                  Non-Qualified
                                                                  Non-Equity        Deferred
Name and                                      Stock    Option   Incentive Plan    Compensation     All Other
Principal                   Salary    Bonus   Awards   Awards    Compensation       Earnings       Compensation     Total
Position          Year      ($) (1)    ($)     ($)      ($)          ($)               ($)         ($)             ($) (2)
__________________________________________________________________________________________________________________________
<S>             <C>         <C>       <C>     <C>      <C>      <C>               <C>              <C>              <C>

Michael Sweeney,       2007/2008      $ -0-   -0-      -0-      -0-               ---              ---              ---
President/CEO             (1)

D. Bruce Horton,
President/CEO          2007/2008      $-0-    -0-      -0-      -0-               ---              ---              ---
                          (2)
__________________________________________________________________________________________________________________________

<FN>
(1)  Michael Sweeney resigned as our President/Chief  Executive Office effective
     as of August 28, 2007.

(2)  D. Bruce  Horton was  appointed  as our interim  President/Chief  Executive
     Officer effective as of August 28, 2007 and resigned  effective as of April
     1, 2008.

</FN>
</TABLE>


                                       62


<PAGE>


STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED FEBRUARY 29, 2008

The following  table sets forth  information as at February 29, 2008 relating to
options that have been granted to the Named Executive Officer:

<TABLE>
<CAPTION>


                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

                                 OPTION AWARDS                                                      STOCK AWARDS
                                                                                                                 Equity
                                                                                                                 Incentive
                                                                                                    Equity       Plan
                                                                                                    Incentive    Awards:
                                           Equity                                                   Plan         Market or
                                           Incentive                                                Awards:      Payout
                                           Plan                                           Market    Number of    Value of
                                           Awards:                                        Value of  Unearned     Unearned
               Number of    Number of      Number of                          Number of   Shares    Shares,      Shares,
               Securities   Securities     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>

Michael Sweeney,    -0-         -0-            -0-         -0-       n/a         -0-         -0-         -0-       -0-
President/CEO

D. Bruce Horton,
President/CEO       -0-         -0-            -0-         -0-       n/a         -0-         -0-         -0-       -0-

</TABLE>


The following table sets forth information  relating to compensation paid to our
directors during fiscal year ended February 29, 2008:


<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>               <C>

Michael Sweeney (1)      -0-     -0-          -0-          -0-                -0-                 -0-                   -0-
Jim Callaghan (1)        -0-     -0-          -0-          -0-                -0-                 -0-                   -0-
Allan Beaton (1)         -0-     -0-          -0-          -0-                -0-                 -0-                   -0-
D. Bruce Horton(2)       -0-     -0-          -0-          -0-                -0-                 -0-                   -0-
Jas Butalia              -0-     -0-          -0-          -0-                -0-                 -0-                   -0-
James Douglas Brown      -0-     -0-          -0-          -0-                -0-                 -0-                   -0-
Richard M. Cherry    $60,000     -0-          -0-          -0-                -0-                 -0-               $60,000
Ganpat Mani          $60,000     -0-          -0-          -0-                -0-                 -0-               $60,000
Henry Fowlds         $10,800     -0-          -0-          -0-                -0-                 -0-               $10,800

<FN>
(1)  Messrs.  Sweeney,  Callghan  and Beaton  resigned as members of the Board of
     Directors  effective August 28, 2007.
(2)  Mr. Horton resigned as a member of the Board of Directors effective April 1, 2008.

</FN>
</TABLE>


                                       63


<PAGE>


EMPLOYMENT AND CONSULTING AGREEMENTS

As of the  date of this  Annual  Report,  we have  entered  into  the  following
contractual  agreements  with our  executive  officers or  directors.

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  "Executive  Agreement").  In  accordance  with the  terms  and
provisions of the Executive Agreement,  Mr. Cherry through Cleary Petroleum will
provide 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 Executive  Agreement,  we shall pay to Cleary  Petroleum a
monthly fee of $25,000.00 and will grant to Mr. Cherry  1,000,000  stock options
exercisable  at $1.75 per share for a ten year period  (which stock options were
granted on April 2, 2008).  The Executive  Agreement may be terminated by either
party upon thirty days notice.

On August 24,  2007,  we agreed to pay  Richard M.  Cherry a  consulting  fee of
$10,000 on a month to month basis.

GANPAT MANI

On August 24, 2007, we agreed to pay Ganpat Mani a consulting  fee of $10,000 on
a month to month basis. HENRY

MARTYN  FOWLDS

On August 24, 2007, we agreed to pay to Henry Fowlds a consulting
fee of $1,800 on a month to month basis  associated with his executive  position
as our Chief Financial Officer.

ITEM 11.  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
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.


                                       64


<PAGE>

<TABLE>
<CAPTION>

                                               AMOUNT AND NATURE OF         PERCENTAGE OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER(1)       BENEFICIAL OWNERSHIP(1)              OWNERSHIP
<S>                                                 <C>                               <C>

DIRECTORS AND OFFICERS:

Strathmore Resources (U.S.) Ltd.                    7,500,000                         7.95%
2420 Walt Court
Riverton, Wyoming 85201

D. Bruce Horton                                    11,500,000                        21.28%
2443 Alder Street
Vancouver, British Columbia
Canada V6H 4A4

Richard M. Cherry                                   1,500,000(2)                      2.75%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

Henry Martyn Fowlds                                   250,000(3)                         *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

Jas Butalia                                           500,000(4)                         *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

James Douglas Brown                                   500,000(4)                         *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

Ganpat Mani                                           500,000(4)                         *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

All executive officers and                          3,250,000 (5)                     5.72%
directors as a group (5 persons)

*     Less than one percent.

<FN>

(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 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 amounts
     reflect the 2207 Forward Stock Split and the 2008 Forward Stock Split.

(2)  This  figure  includes:  (i)  500,000  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 $1.75 per share expiring on April 2, 2018.

(3)  This figure  includes  250,000 stock options to purchase  250,000 shares of
     our common stock at an exercise  price of $1.75 per share expiring on April
     2, 2018.

(4)  This figure  includes  500,000 stock options to purchase  500,000 shares of
     our common stock at an exercise  price of $1.75 per share expiring on April
     2, 2018.

(5)  This  figure  includes:  (i)  500,000  shares  of  common  stock;  and (ii)
     2,750,000 stock options to purchase 2,750,000 shares of our common stock at
     an exercise price of $1.75 per share expiring on April 2, 2018.
</FN>
</TABLE>


                                       65

<PAGE>


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 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

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  "Executive  Agreement").  In  accordance  with the  terms  and
provisions of the Executive Agreement,  Mr. Cherry through Cleary Petroleum will
provide 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 Executive  Agreement,  we shall pay to Cleary  Petroleum a
monthly fee of $25,000.00 and will grant to Mr. Cherry  1,000,000  stock options
exercisable  at $1.75 per share for a ten year period  (which stock options were
granted on April 2, 2008).  The Executive  Agreement may be terminated by either
party upon thirty days notice.

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 $85,000
at an  interest  rate of 10% per  annum.  Thus,  as of the  date of this  Annual
Report, an aggregate of $384,617 is due and owing to the shareholder  consisting
of principal and accrued interest of $361,000 and $23,617, respectively.

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 29, 2008.


                                       66


<PAGE>


ITEM 13. EXHIBITS

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

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., Clearly Petroleum Corp. and
                Richard M. Cherry. (5)

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.

(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.


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(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.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended February 29, 2008, we incurred approximately $25,897 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, 2007, we incurred approximately $22,611 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,  2007  and for the  review  of our  financial  statements  for the
quarters ended May 31, 2006, August 31, 2006 and November 30, 2006.

During fiscal year ended  February 29, 2008, 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.












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                                   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: June 6, 2008                                  By: /s/ RICHARD M. CHERRY
                                                         _______________________
                                                             Richard M. Cherry,
                                                             President/Chief
                                                             Executive Officer


Dated: June 6, 2008                                  By: /s/ HENRY MARTYN FOWLDS
                                                         _______________________
                                                             Henry M. Fowlds,
                                                             Treasurer/Chief
                                                             Financial Officer














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