consis



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549









FORM 10-KAMENDMENT



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the Fiscal Year Ended June 30, 2008



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



Commission File Number:000-51151





URANIUM STAR CORP.

(formerly Yukon Resources Corp)

(name of small business issuer as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                      |  | 20-0803515                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



520  141 Adelaide Street West, Toronto, Ontario, Canada M5H 3L5(Address of principal executive offices)



(416) 364-4986(Issuers telephone number)

_______________________

(Former name or former address, if changed since last report)









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

None



Securities Registered Under Section 12(g) of the Exchange Act:

Common Stock, $0.001







Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.          Yes  [  ]     No [ X ]



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.         Yes  [  ]     No [ X ]



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



Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K or any amendment to this Form 10-K.     [ x ]



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):





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|                                                    |  |                                                   |  | 
|--------------------------------------------------- |  | ------------------------------------------------- |  | 
|Large accelerated filer  o
Non-accelerated filer  o |  | Accelerated filer  o
Smaller reporting company  x |  | 



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



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 last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $12,082,699.



The number of shares outstanding of the registrants Common Stock, par value $.01 per share (the "Common Stock"), as of September 22 2008, was 71,636,357.



Documents Incorporated By Reference :  None





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Note: This Form 10-K / Amendment is being filed to include disclosure of the Issuer's reincorporation in Minnesota, an event that was inadvertently omitted from the original annual report on Form 10-K.



URANIUM STAR CORP.

Report on Form 10-K

For the Fiscal Year Ended June 30, 2008



TABLE OF CONTENTS

|         |  |                                                                                                                                                                                                                                                       |  |     
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I   |  |                                                                                                                                                                                                                                                       |  | PAGE
|ITEM 1.  |  | Description of Business                                                                                                                                                                                                                               |  | 2   
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 1A. |  | Risk Factors                                                                                                                                                                                                                                          |  | 12  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 2.  |  | Description of Properties                                                                                                                                                                                                                             |  | 19  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 3.  |  | Legal Proceedings                                                                                                                                                                                                                                     |  | 19  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 4.  |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                   |  | 19  
|PART II  |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 5.  |  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities                                                                                                                                          |  | 20  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 6.  |  | Selected Financial Data                                                                                                                                                                                                                               |  | 22  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 7.  |  | Management's Discussion and Analysis or Plan of Operations                                                                                                                                                                                            |  | 22  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                                                                                                                            |  | 29  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 8.  |  | Financial Statements                                                                                                                                                                                                                                  |  | 29  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                                                                                                                                                  |  | 29  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 9A. |  | Controls and Procedures                                                                                                                                                                                                                               |  | 29  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 9B. |  | Other Information                                                                                                                                                                                                                                     |  | 30  
|PART III |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 10. |  | Directors, Executive Officers, Promoters, Control Persons and Corporate Governance Compliance withSection 16(A) of The Exchange Act                                                                                                                   |  | 31  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 11. |  | Executive Compensation                                                                                                                                                                                                                                |  | 34  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                                                                                                                                                        |  | 39  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 13. |  | Certain Relationships and Related Transactions, and Director Independence                                                                                                                                                                             |  | 40  
|         |  |                                                                                                                                                                                                                                                       |  |     
|ITEM 14. |  | Principal Accountant Fees and Services                                                                                                                                                                                                                |  | 41  
|PART IV  |  |                                                                                                                                                                                                                                                       |  | 42  
|ITEM 15. |  | Exhibits, Financial Statement Schedules                                                                                                                                                                                                               |  | 43  
|         |  | Signatures
Exhibit 14.1  Financial Code Of Ethics
Exhibit 23.1  Consent Of Independent Auditors
Exhibit 31.1  Certification Of CEO pursuant to 18 U.S.C. Section 1350 as Adopted pursuant to
Section 302 and 906 of the Sarbanes-Oxley Act of 2002 |  |     





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| |  |                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | Exhibit 31.2 - Certification Of CFO pursuant to 18 U.S.C. Section 1350 as Adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002
Exhibit 32.1  Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)  CEO
Exhibit 32.2 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)  CFO |  | 







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FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements regarding managements plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a)  our growth strategies, (b) anticipated trends in the mining industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under Managements Discussion and Analysis or Plan of Operations and Business, as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under Risk Factors and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the Risk Factors section of this annual report, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this annual report, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Some of the information in this annual report contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this annual report that is not a statement of an historical fact constitutes a forward-looking statement. Further, when we use the words may, expect, anticipate, plan, believe, seek, estimate, internal, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed herein.



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PART I



ITEM 1.   DESCRIPTION OF BUSINESS



Corporate Organization and History within Last Five Years



Company Overview

Uranium Star Corp. was incorporated in the State of Nevada on March 1,
2004 and reincorporated in the State of Minnesota on May 14, 2008.  The fiscal year-end of the Company is June 30. The Company is an exploration stage company engaged in the search for uranium, gold and other minerals.  The Company has an interest in properties located in Canada (provinces of Ontario and Québec) and Madagascar. The property located in Québec, Canada and commonly referred to as the Sagar Property is the primary exploration target of the Company.  None of the properties in which the Company holds an interest has known mineral reserves of any kind at this time.  As such, the work programs planned by the Company are exploratory in nature.

The Company has not had any bankruptcy, receivership or similar proceeding since incorporation. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.



Business Development



The Company is an exploration stage company engaged in the search for uranium, gold and other minerals.  The Company has an interest in properties located in Québec and Ontario, Canada, and Madagascar (since August 22, 2007). The property located in Québec, Canada (the Sagar Property) is the primary exploration target of the Company.  None of the properties in which the Company holds an interest has known mineral reserves of any kind at this time.  As such, the work programs planned by the Company are exploratory in nature



UNTIL WE CAN VALIDATE OTHERWISE, THE PROPERTIES OUTLINED BELOW HAVE NO KNOWN MINERAL RESERVES OF ANY KIND AND WE ARE PLANNING PROGRAMS THAT ARE EXPLORATORY IN NATURE.  Further details regarding the Corporations properties, although not incorporated by reference, including the comprehensive geological report prepared in compliance with Canadas National Instrument 43-101 on the Companys Sagar property in Northern Quebec can be found on the Companys website:  www.uraniumstar.com. The comprehensive geological report prepared in compliance with Canadas National Instrument 43-101 on the Companys Three Horses Property located in Madagascar has recently been submitted to the SEC and TSX for approval.





Milestones





Sagar Property  Romanet Horst, Labrador Trough, Québec, Canada



A drill program has been completed for the Sagar Property. A total of 164 reverse circulation drill holes (2,625 meters) and 5,610 meters of diamond drill holes (46) have been completed.  Additionally, in excess of 3,500 soil samples have been collected and analyzed. Target areas on the Sagar Property have shown distinctly anomalous situations. Subsequent exploration activity is designed to identify the potential source area of the Mistamisk Boulder Field as well as other potential sources of gold and uranium mineralization.





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Three Horses Property, Madagascar



On August 22, 2007, the Company acquired a 75% interest in approximately 225 sq. kilometres of mineral permits in the District of Toliara, Madagascar.  This interest will be held by a limited liability company that has been formed under the laws of Madagascar that will be held as to 75% by the Company and 25% by Madagascar Minerals and Resources sarl.  Exploration programs have been carried out in the first quarter of 2007 and the first half of 2008 on the Three Horses Property as well as the Ianapera Coal Property located to the north of the Three Horses Property. Drilling is planned for the fourth quarter of 2008. The Company has provided a budget of $2,600,000 for the calendar year 2008. For a more detail discussion on the planned exploration activities, refer to Managements Discussion and Analysis.



Timmins Property



A limited amount of work on ground geophysical surveys and diamond drilling has been completed on the Merico Ethyl Property located in the Latchford lake area of Ontario. The Company is awaiting a final report from Temex, (project manager) in order to make a decision with respect to further work.







Competitive Conditions



The mineral exploration and mining industry is competitive in all phases of exploration, development and production. The Company competes with a number of other entities and individuals in the search for, and acquisition of, attractive mineral properties. As a result of this competition, the majority of which is with companies with greater financial resources than the Company, the Company may not in the future be able to acquire attractive properties on terms it considers acceptable.  Furthermore, the Company competes with other resource companies, many of whom have greater financial resources and/or more advanced properties that are better able to attract equity investments and other capital.  Factors beyond the control of the Company may affect the marketability of minerals mined or discovered by the Company.









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SAGAR PROPERTY





[uranium10k092908001.jpg]



Property Description and Location



The Sagar Property comprises 219 blocks of claims in the Territory of Nunavik, Province of Québec, Canada.  The approximate center of exploration activity is circa 56°22 N latitude and circa 68° 00 W longitude.  Details on the individual claims are available on-line at the Government of Québecs Ministère des Ressources naturelles et de la Faune GESTIM website at https://gestim.mines.gouv.qc.ca.



The area comprising these claims is approximately 6,580 hectares.  In this part of the Province of Québec, claim outlines are predetermined by map staking.  Previously staked claims are superimposed upon by the map-staking grid, producing some of the small parcels. There are no carried environmental liabilities on the property. All surface work requires provincial government permits, including camp construction permits. These have been acquired by the Company.



Agreement



On May 4, 2006, Virginia Mines Inc. (Virginia) and the Company entered into a binding agreement whereby the Company was granted an option to acquire an undivided 75% participating interest in 200 claims constituting the Sagar Property located in the Labrador Trough in Northern Québec.  Under the terms of this agreement, the Company had the option to earn a 75% interest in the Sagar Property by issuing to Virginia 2,000,000 common shares and 2,000,000 common share purchase warrants of the Company, each warrant entitling Virginia to acquire one common share of the Company at a price of US$1.00 for a period of three years from the date of issue thereof, and by incurring total exploration expenditures of $2,000,000 on the Sagar Property by August 2008.  Furthermore, Virginia had the option, at any time, to sell its remaining 25% participating interest in the Sagar Property in consideration for the issue to it of 1,000,000 common shares and 1,000,000 common share purchase warrants of the Company.  The common share purchase warrants shall be exercisable at a price equal to the 20-trading day weighted average closing price preceding the selling date, and





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shall be valid for a period of two years from the date of issuance.  Upon the Company earning a 100% interest in the Sagar Property, Virginia shall retain a 1.5% royalty (NSR).  In the event of a gold discovery on the Sagar Property with an NI 43-101 indicated resource of no less than 500,000 ounces, Virginia shall be entitled to exercise a back-in right to re-acquire a 51% interest in the Sagar Property by making a cash payment or issuing common shares equivalent to an amount equal to 250% of the expenditures incurred by the Company on the Sagar Property at such time.  Upon the exercise of such back-in right, Virginia would become the operator of the Sagar Property.



On February 19, 2007, Virginia exercised its option to sell its 25% remaining interest in the Sagar Property to the Company and in connection therewith, the Company issued to Virginia 1,000,000 common shares and 1,000,000 common share purchase warrants, with each such warrant being exercisable at a price of $1.24 for a period of two years from the date of issuance. As a result of this exercise, the Company now holds a 100% interest in the Sagar Property, subject to a royalty equal to 1% of net smelter returns on certain claims 0.5% on net smelter returns on other claims owned by Pierre Poisson and Joanne Jones (the "P&J Royalty") (see below), and a royalty in favour of Virginia equal to 1.5% of net smelter returns. Under the agreement with Virginia, the Company must incur aggregate exploration expenditures of at least $2,000,000 on the Sagar Property on or before August 31, 2008.



The agreement with Virginia is subject to a royalty agreement dated May 27, 1992 (as amended by agreements dated May 10, 1993 and November 3, 1993, collectively, the "Virginia Royalty Agreement") between Virginia Gold Mines Inc. (predecessor to Virginia) and Pierre Poisson and Joanne Jones.  Pursuant to the Virginia Royalty Agreement, Virginia acquired a 100% interest in the Sagar Property, subject to the P&O Royalties.  Pursuant to the Virginia Royalty Agreement, Virginia had the right to buy back half of the 1% net smelter return royalty (0.5%) for $200,000, and half of the 0.5% net smelter return royalty (0.25%) for $100,000, such P&O Royalty repurchase are now held by the Company.



As at June 30, 2008, the Company incurred an aggregate of $6,602,059 of exploration expenditures on the Sagar Property.



We are currently up to date with all obligations required to maintain the property in good standing.



FERDERBER CLAIMS



Property Description and Location



Uranium Star has acquired a 100% undivided right, title and interest in and to 19 mining claims (0036315, 0036316, 0036317, 0036318, 0036319, 0036320, 0036321, 0036322, 0036323, 0036324, 0036325, 0036326, 0036327, 0030649, 0030650, 0030640, 0030638, 0030612, 0030613) held by Mr. Peter Ferderber, covering an area of approximately 64 hectares located in the Central Labrador Trough Region of Québec, 13 of which are contiguous to Uranium Stars Sagar Property.



In consideration of Uranium Star receiving a 100% interest in these claims (free and clear of all encumbrances), subject to any net smelter return royalties, Uranium Star paid Cdn$6,000, and issued 150,000 shares of Uranium Stars common stock and a warrant exercisable for 75,000 of Uranium Stars common shares, exercisable at $1.00 for a three year period from date of issuance.



Underlying Royalty (NSR)



Mr. Ferderber retains a 1% net smelter return royalty on this property and agreed that Uranium Star shall have a first right of refusal to purchase the 1% net smelter return royalty should Mr. Ferderber, at his sole discretion, elect to sell the royalty.

Sagar Property and Ferderber Claims Highlights





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The following are key features of the Sagar Property:



The geological setting of the property is the northwest trending Romanet Horst within the Labrador Trough. The significant mineral potential of this geological setting is well demonstrated by the abundance and diversity of uranium-gold showings, which range from veins to breccias to shear zones. There is also locally significant sedimentary-hosted copper mineralization. The most spectacular mineralization found to date is the 500 x 200 meter Mistamisk boulder field which contains 150 boulders that range up to 640 g/t gold and 4.11% uranium, with 70 tested boulders averaging 64.9g/t gold and 1.3% uranium. The boulders discovered within the Mistamisk boulder field range in length from 0.30 to 2.0 metres. Previous work has not determined the bedrock source of this boulder field.



Several other uranium-gold showings have been defined on the Sagar Property, the most significant being the Viking (grab samples assaying as high as 223 g/t gold and 0.1% uranium), the Eagle (grab samples assaying as high as 5.4 g/t gold and 1% uranium) and the Kish (grab samples assaying as high as 1 g/t gold and 1% uranium) showings.



Copper mineralization has been defined in a number of locations, the most significant being the Dehli-Pacific showing, which has reported 4.2% copper over 7.6 meters within a drill hole that intersected a shear zone along a sediment-gabbro contact.



Stratabound copper mineralization occurs over 1.5 kilometres of strike length in a host referred to as the Bacon-Ronsin Horizon. In the early 1960s (and prior to the implementation in Canada of National Instrument 43-101  Standards of Disclosure for Mineral Projects), a mineral resource of 18Mt @ 0.5% copper was outlined in a report by the Hollinger North Shore and Exploration Co. This mineralization is on strike from the Sagar Property.

We are currently up to date with all obligations required to maintain our option in good standing.





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MADAGASCAR PROPERTY



[uranium10k092908002.jpg]







Property Description and Location



The Madagascar properties are comprised of mineral permits consisting of 36 squares, each square representing approximately 6.25 sq. kilometers. The properties are located in the District of Toliara and are referenced as TN 12,306,P(R); TN 12,814, P(R); TN 12,887 P(R); TN 12,888 P(R); TN 13,020 P(R); TN 13,021 P(R) as issued by the Bureau de Cadastre Minier de Madagascar (BCMM) pursuant to the Mining Code 1999 (as amended) and its implementing decrees.

















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[uranium10k092908003.jpg]



Agreement



On August 22, 2007, Uranium Star entered into a joint venture agreement with Madagascar Minerals and Resources sarl, a company incorporated under the laws of Madagascar. The joint venture, to be known as the Three Horses Joint Venture, will be operated through a Madagascar limited liability company in which Uranium Star will own a 75% undivided interest and Madagascar Minerals will own the remaining 25% interest. The consideration paid to Madagascar Minerals to acquire the 75% stake in the joint venture consisted of:



(i)

a signing fee of $15,000 within 15 days of the properties vesting in the joint venture;

(ii)

a payment of $750,000 within 15 days of the properties vesting in the joint venture  and

(iii)

the issuance of 1,250,000 common shares of  Uranium Star and 500,000 share purchase warrants within 30 days of the properties vesting in the company created for the joint venture under Madagascar law. Each share purchase warrants is exercisable at $1.00 per share for a period of 2 years from the date of issuance.





Uranium Star agreed to give Madagascar Minerals a free carried interest in the joint venture until completion of a pre-feasibility study.



Uranium Star will be the operator of the Three Horses Joint Venture, with exclusive rights to direct and manage all exploration and other activities of the joint venture.



Madagascar Minerals will assist in obtaining all necessary approvals relating to exploration permits, permission and exploitation rights from local and governmental agencies and institutions with regulatory and statutory authority at the expense of Uranium Star.









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Uranium Star can terminate the joint venture agreement by giving 60 days advance written notice to Madagascar Minerals and Resources sarl, who then has a first right of refusal over the properties.



Following the completion of the pre-feasibility study for the Three Horses Joint Venture, each party will make their contributions pari passu. In the event that one or other of the parties is unable to make their contribution to funding, their interest will be diluted accordingly.  In the event that a joint venture partys interest in the joint venture is diluted below 10%, then that interest will be exchanged with the majority shareholder for a 2% net smelter return.  Furthermore, that royalty may be acquired by the remaining joint venture party as follows:



(i)

the 1st 1% at US$1,000,000 in cash or shares of Uranium Star; and

(ii)

the 2nd  1% at US$ 1,500,000 in cash or shares of Uranium Star;



both at the option of the remaining shareholder.



Uranium Star may assign all or its part of its interest in the Three Horses Joint Venture to another party without the express consent from Madagascar Minerals and Resources sarl.  Madagascar Minerals and Resources sarl may not assign its interest without express agreement of Uranium Star.



Exploration Program.

The Three Horses Property, consisting of 36 squares, covering an area of approximately 194 square kilometres, displays extensive gossan outcroppings at surface and has, as part of its attractiveness, visual similarities to Nevsun Resource's Bisha Project in Eritrea. An examination of part of the Three Horse Property revealed several large areas covered with gossanous boulders which are believed to overlie massive sulphide mineralization. At Bisha, in Eritrea, the gossanous material contains appreciable amounts of gold which overlay an extensive supergene enriched copper zone which itself overlies zinc rich primary massive sulphides. It is anticipated that a similar weathering regime in Madagascar may produce similar styles of mineralization at the Three Horse Property.

Uranium Star conducted a first phase of exploration from September to November 2007 for the Three Horses Joint Venture which included:



·

Road Maintenance  As available roads are in poor condition, the Company instituted a road maintenance program designed to reduce travel times and significantly reduce wear and tear on vehicles.  The project is supplied from Toliara, the capital of Toliara Province.  The Company identified a supply route and selected contractors to determine maintenance costs.



·

Camp  A suitable camp with generated power and running water has been constructed on the property, with easy access to a water supply.



·

Environmental Study  Madagascar law requires that an environmental study be carried out before any significant exploration work begins.  An environmental firm was retained to complete an advance study that allowed the Company to proceed with its exploration program without interruption.



·

Data Acquisition  The Company reviewed all available literature that had been completed with respect to the applicable properties.  The Company also acquired suitable satellite imagery and carried out structural and alteration studies from this data before field work commenced.  In addition, the Company has obtained data from a recently completed 500 meter line spacing airborne magnetic and radiometeric survey sponsored by the Madagascar Government.









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·

Airborne Geophysical Survey Fugro Airborne Surveys Limited have completed a helicopter-borne electro-magnetic and magnetometer survey of the Three Horses Property, with a minimum line spacing of 100 meters.



·

Geological Mapping  The Company had two geological teams carry out an initial 1:25,000 scale geological mapping program of the property



·

Stream Sediment Sampling  All significant streams near the property have been sampled at 500 meter spacings and analyzed for multi-elements by ICP-MS and gold. All samples have been sent to ALS Chemex in South Africa for analysis. An appropriate QAQC program was implemented for this work to ensure accuracy of laboratory results.



·

Prospecting  Areas in which surface gossans were located have been prospected and sampled in detail.



·

Mechanical Trenching  Mechanical trenching and sampling of gossans and other styles of mineralization were carried out on a systematic basis to determine the precious and base metal content of surface materials. All samples have been sent to ALS Chemex in South Africa for analysis. An appropriate QAQC program was implemented for this work to ensure accuracy of laboratory results.



The project is managed by Taiga Consultants of Calgary.



In the latter part of March 2008 to June 2008 a full field exploration program following up on the airborne geophysical survey and results of the 2007 exploration program was implemented. This included geological mapping, prospecting, ground geophysical surveys and geochemical sampling. Diamond drilling of a minimum of 500-7000 meters is planned to commence in September 2008.

MERICO-ETHYL /YARROW PROPERTIES, TIMMINS, ONTARIO

Property Description and Location

The "Merico Ethel Property" is comprised of 29 mining claims, 87 units and 3,480 acres in James, Truax and Tudhope Townships, as shown on claim sheets G-0225, G-0251 and G-3724 in the Larder Lake Mining Division, in the province of Ontario the "Yarrow" property is comprised of 3 mining claims, 27 units and 1,080 acres as shown on claim sheet G-0260 in the Larder Lake Mining Division, in the province of Ontario.

The Merico Ethel and Yarrow properties are situated around the margins of the Huronian sedimentary basin. In addition for their potential to host high grade Cobalt-type vein systems containing bonanza gold, silver, etc., Temex recognized the additional potential of the properties to host unconformity mineralization including Athabasca-type uranium deposits. Regional structures such as the Montreal River Fault have clearly influenced the location of mineralization on the Merico Ethel Property, and fault reactivation has likely acted to offset the regionally extensive unconformity surface that separates the overlying Huronian sedimentary rocks from the Archean basement to produce excellent structural traps for oxidizing, mineralizing fluids carrying uranium, copper, and gold. The Montreal River Fault is spatially associated with the Archean-age Kidd Creek massive sulphide deposit, the Porcupine and Matachewan gold camps, and the Paleo-Proterozoic Cobalt silver camp.

The Merico Ethel Property, situated near the northern margin of the Paleo-Proterozoic Huronian sedimentary basin, which has recently been recognized by the Geological Survey of Canada for its high potential to host "Athabasca-type" unconformity-associated mineralization (Jefferson et al., 2007), is also host to near-surface uranium mineralization and extensive areas of hematite alteration with grab samples yielding assays up to 1.56% U3O8 and 14.64% Cu. The property also hosts a variety of styles of mineralization including several narrow zones of high-grade, "Cobalt-type" vein systems containing copper, gold, silver, and cobalt mineralization, from which grab samples include assays of up to 22.35 g/t Au, 109.60 g/t Ag, and 23.68% Cu.







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Agreement

On September 25, 2007, the Company entered into an earned-in option with Temex Resources Corp, ("Temex") a public Company listed on the TSX Venture Exchange. The Company will earn an undivided 50% interest in the "Merico Ethel" and "Yarrow" Property (collectively the "Temex Properties).

The earn-in option is exercisable on or before June 30, 2008 (the "earn-in date"). To exercise the option and earn an undivided 50% interest in the properties, the Company is required:

1.

to pay Cdn $50,000 on the execution of the agreement (paid on Oct 1, 2007); and

2.

incur not less than Cdn $950,000 in exploration and development expenditures on or before the earn-in date.

Temex shall manage the initial exploration under the supervision of a technical committee and on satisfying the above; a joint venture will be created to manage the properties.

The properties are subject to net smelter royalties ("NSR") as follows:

Merico- Ethyl PropertyAn aggregate 2% NSR royalty to Jkate Explorations Inc. on payable metals produced from the property. Temex has a pre-emptive right to purchase up to 1% of the NSR for $1,000,000.

Yarrow PropertyAn aggregate 2% NSR royalty to Raven Resources Inc on payable metals produced from the property. Temex has a pre-emptive right to purchase up to 1% of the NSR for $1,000,000.

As at June 30, 2008, the Company has complied with the terms of the earned-in option and accordingly own an undivided 50% undivided interest in the property. We are currently up to date with all obligations required to maintain our property holdings in good standing.



PETERS CREEK CLAIMS

Property Description and Location

The Peters Creek Claims are located in the Cariboo Mining Division in eastern-central region of British Columbia, Canada.

Agreement

We entered into an agreement dated May 14, 2004 with Thornton Donaldson to acquire a 100% interest in seven placer claims for the issuance of 2,500,000 shares of our common stock to him.  The claims were registered in the name of Thornton Donaldson, who had executed several trust agreements with us, whereby he agreed to hold the claims in trust on our behalf.  The total cost of the placer claims charged to operations by us on our financial statements was $1,700 and this figure represented the original cost incurred by Thornton Donaldson.

On August 1, 2005, the Company entered into an agreement with Michael McCullagh to option two claims, tenure numbers 403736 and 403737 for a cash payment of $4,000 and issuance of 100,000 common shares.







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This agreement had a term of two years maturing August 1, 2007.  For administrative purposes, the above nine claims were converted to three placer claims, one placer lease and one placer cell.

The placer claims were unencumbered and in good standing and there were no competitive conditions which affect the claims.  Further, there were no insurance covering the claims.

Between August 22, 2005 and September 1, 2005, a preliminary bulk testing program was carried out on the property, at a cost of approximately $23,000 with the results documented in the Progress Report by W.G. Timmins dated November 28, 2005.

We were up to date with all obligations required to maintain our property holdings in good standing prior to the Company disposing of them.

On December 10, 2007, management of the Company determined that it was in the best interests of the Company to abandon the claims and, consequently, the Company divested the claims for cash consideration of $1,000.



WORKMAN CREEK CLAIMS



On August 9, 2006, Uranium Star acquired 69 mineral claims within the Workman Creek Uranium District of Central Arizona.  These claims cover the strike extension of the northerly trending, uranium mineralized structures that crosscut the Dripping Spring Quartzite Formation in that district of Arizona.

On September 11, 2007, Uranium Star sold these claims to Hawk Uranium Inc, a public company listed on the TSX Venture Exchange. Uranium Star received 200,000 common shares of Hawk Uranium Inc. in consideration for these claims.



ITEM 1A  RISK FACTORS



You should carefully consider the following risk factors together with the other information contained in this Annual Report on Form 10-K, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended.  If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading price of our common stock could decline.



OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION



Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements







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on broker/dealers who sell penny stock to persons other than established customers and accredited investors.



WE MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR BUSINESS AND THEREFORE WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH:



We intend to pursue a growth strategy that includes development of the Company's business plan.  Currently we have limited capital which is insufficient to pursue our plans for development and growth.  Our ability to implement our exploration plans will depend primarily on our ability to obtain additional private or public equity or debt financing.  Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us.  Our failure to obtain additional capital will have a material adverse effect on our business.

WE DO NOT INTEND TO PAY DIVIDENDS.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are rapid, there is no assurance with respect to the amount of any such dividend.

BECAUSE WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM, OUR INVESTORS MAY HAVE MORE DIFFICULTY SELLING THEIR STOCK OR EXPERIENCE NEGATIVE VOLATILITY ON THE MARKET PRICE OF OUR STOCK.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.







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If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and beginning with this annual report on Form 10-K for our fiscal period ending June 30, 2008. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover material weaknesses in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines significant deficiency as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

THE REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS EXPLANATORY LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The independent auditors report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The report states that we depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel, or their failure to work effectively, could have a material adverse effect on our business, financial condition, and results of







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operations. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU. THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or risky investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.







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VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert managements attention and resources.



WE HAVE NOT IDENTIFIED ANY MINERAL RESERVES OR RESOURCES AND DUE TO THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL.

Exploration for minerals is a speculative venture involving substantial risk. We cannot provide investors with any assurance that our claims and properties contain commercially exploitable reserves. The exploration work that we intend to conduct on our claims or properties may not result in the discovery of commercial quantities of uranium, gold or other minerals. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

WE ARE A MINERAL EXPLORATION COMPANY WITH A LIMITED OPERATING HISTORY AND EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We are a mineral exploration company.  We have never earned any revenues and we have never been profitable.  Prior to completing exploration on our claims, we may incur increased operating expenses without realizing any revenues from those claims.  There are numerous difficulties normally encountered by mineral exploration companies, and these companies experience a high rate of failure.  The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates.  We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations.

BECAUSE OF THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL.

Exploration for minerals is a speculative venture involving substantial risk.  We cannot provide investors with any assurance that our claims and properties contain commercially exploitable reserves.  The exploration work that we intend to conduct on our claims or properties may not result in the discovery of commercial quantities of uranium, gold or other minerals.  Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.  In such a case, we would be unable to complete our business plan.







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BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot, or may elect not, to insure.  We currently have no such insurance, but our management intends to periodically review the availability of commercially reasonable insurance coverage.  If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets.

IF WE CONFIRM COMMERCIAL CONCENTRATIONS OF URANIUM, GOLD OR OTHER MINERALS ON OUR CLAIMS AND INTERESTS, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY BRING THOSE CLAIMS OR INTERESTS INTO COMMERCIAL PRODUCTION.

If our exploration programs are successful in confirming deposits of commercial tonnage and grade, we will require additional funds in order to place the claims and interests into commercial production.  This may occur for a number of reasons, including because of regulatory or permitting difficulties, because we are unable to obtain any adequate funds or because we cannot obtain such funds on terms that we consider economically feasible.

BECAUSE ACCESS TO MOST OF OUR PROPERTIES IS OFTEN RESTRICTED BY INCLEMENT WEATHER, OUR EXPLORATION PROGRAMS ARE LIKELY TO EXPERIENCE DELAYS.

Access to most of the properties underlying our claims and interests is restricted due to their remote locations and because of weather conditions.  Most of these properties are only accessible by air.  As a result, any attempts to visit, test, or explore the property are generally limited to those periods when weather permits such activities.  These limitations can result in significant delays in exploration efforts, as well as mining and production efforts in the event that commercial amounts of minerals are found.  This could cause our business to fail.

AS WE UNDERTAKE EXPLORATION OF OUR CLAIMS AND INTERESTS, WE WILL BE SUBJECT TO COMPLIANCE OF GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED TIME AND COST OF OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict the exploration of minerals.  We will be subject to the mining laws and regulations in force in the jurisdictions where our claims are located, and these laws and regulations may change over time.  In order to comply with these regulations, we may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to land.  While our planned budget for exploration programs includes a contingency for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program, or that the budgeted amounts are inadequate.

DUE TO EXTERNAL MARKET FACTORS IN THE MINING BUSINESS, WE MAY NOT BE ABLE TO MARKET ANY MINERALS THAT MAY BE FOUND.

The mining industry, in general, is intensely competitive.  Even if commercial quantities of minerals are discovered, we can provide no assurance to investors that a ready market will exist for the sale of these minerals.  Numerous factors beyond our control may affect the marketability of any substances discovered.  These factors include market fluctuations, the proximity and capacity of markets and processing equipment, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, mineral importing and exporting and environmental protection.  The exact







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effect of these factors cannot be accurately predicted, but any combination of these factors may result in our not receiving an adequate return on invested capital.

OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MARKET PRICES OF URANIUM, GOLD AND OTHER MINERALS.

The profitability of a mineral exploration project could be significantly affected by changes in the market price of the relevant minerals.  Recently, the market price of uranium has increased due in large measure to projections as to the number of new nuclear energy plants that will be constructed in China, the United States and other jurisdictions.  With respect to the market prices of gold, mine production and the willingness of third parties such as central banks to sell or lease gold affects the supply of gold.  Demand for gold can also be influenced by economic conditions, attractiveness as an investment vehicle and the relative strength of the U.S. dollar and local investment currencies.  A number of other factors affect the market prices for other minerals.  The aggregate effect of the factors affecting the prices of various minerals is impossible to predict with accuracy.  Fluctuations in mineral prices may adversely affect the value of any mineral discoveries made on the properties with which we are involved, which may in turn affect the market price and liquidity of our common stock and our ability to pursue and implement our business plan.

BECAUSE WE HOLD A SIGNIFICANT PORTION OF OUR CASH RESERVES IN CANADIAN DOLLARS, WE MAY EXPERIENCE LOSSES DUE TO FOREIGN EXCHANGE TRANSLATIONS.

We hold a significant portion of our cash reserves in Canadian dollars.  Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in both translation gains or losses in U.S. dollar terms.  If there was to be a significant decline in the Canadian dollar versus the U.S. dollar, our U.S. dollar cash position would also significantly decline.  We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations.  Such foreign exchange declines could cause us to experience losses.









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ITEM 2.  DESCRIPTION OF PROPERTY



The Companys executive offices are currently located at 520141 Adelaide Street West, Toronto, Ontario M5H 3L5.  These offices are leased, and the Companys monthly rental payments are currently approximately Cdn $3,000.



Sagar Property



200 claims located in the Romanet Horst of Labrador in Northern Québec, Canada as described in the Section "Description of Business"



Ferderber



19 claims located in the Romanest Horst of Labrador in Northern Québec, Canada, 13 of which are contiguous to the Sagar Property as described in the Section "Description of Business"



Madagascar Property (acquired August 22, 2007)



A 75% undivided interest in approximately 225 square kilometers of mineral permits located in the District of Toliara, Madagascar.



Merico Ethyl Property

29 mining claims, 87 units and 3,480 acres in James, Truax and Tudhope Townships, as shown on claim sheets G-0225, G-0251 and G-3724 in the Larder Lake Mining Division, in the Province of Ontario. The "Yarrow" property is comprised of 3 mining claims, 27 units and 1,080 acres as shown on claim sheet G-0260 in the Larder Lake Mining Division, in the Province of Ontario.



ITEM 3.  LEGAL PROCEEDINGS



There are no material legal proceedings that are currently pending or, to the Companys knowledge, contemplated against the Company to which it is a party.



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



No matters were submitted to a vote of shareholders of the Company during the fourth quarter of the fiscal year ended June 30, 2008.







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PART II

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



Market Information



The table below sets forth, for the respective periods indicated, the prices for the Company's common stock in the over-the-counter market as reported by the NASD's OTC Bulletin Board.  The Companys common stock is traded on the NASDs OTC Bulletin Board under the symbol URST.  This is the principal market where the Company's common stock is traded.  The Companys common stock is also listed on the Frankfurt Stock Exchange.



|                   |  |       |  |      
|------------------ |  | ----- |  | -----
|Quarter Ended      |  | High  |  | Low  
|                   |  |       |  |      
|June 30, 2006      |  | $1.75 |  | $0.91
|September 30, 2006 |  | $1.25 |  | $0.60
|December 31, 2006  |  | $1.35 |  | $0.60
|March 31, 2007     |  | $1.65 |  | $1.01
|June 30, 2007      |  | $1.42 |  | $0.42
|September 30, 2007 |  | $0.65 |  | $0.29
|December 31, 2007  |  | $0.44 |  | $0.18
|March 31, 2008     |  | $0.23 |  | $0.12
|June 30, 2008      |  | $0.17 |  | $0.10



At September 22, 2008, the Company's Common Stock was quoted on the OTC Bulletin Board at a closing price of $0.075 per share.



The quotations set forth above reflect inter-dealer prices, without retail markup, markdown, or commission, and may not necessarily represent actual transactions.



Since inception, the Company has not paid any dividends on Common Stock, and do not anticipate that any dividends will be paid in the foreseeable future. As at June 30, 2008, the Company had approximately 1,208 shareholders of record based on information provided by the transfer agent, Empire Stock Transfer Inc.



Equity Compensation Plan Information



The following table sets forth certain information as of June 30, 2008 for (i) all compensation plans previously approved by the Company's security holders and (ii) all compensation plans not previously approved by the Company's security holders.



|              |                                                                                                  |                                                                                   |                                                                                                                                            
|------------- | ------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a) | Weighted-average exercise price of outstanding options, warrants and rights


(b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))







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|                                                           |                                       |                         |        
|---------------------------------------------------------- | ------------------------------------- | ----------------------- | -------
|Equity compensation plans approved by security holders     | --                                    | --                      | --     
|Equity compensation plans not approved by security holders | 755,000
2,000,000
2,970,000
4,020,000 | $0.80
$0.85
$0.55
$0.59 | 255,000



All options reported above were issued under the Company's amended 2006 Stock Option Plan.



Recent Issuances of Unregistered Securities



All issuances of unregistered securities by the Company during the period from July 1, 2007 to June 30, 2008 were previously reported on the reports on Form 10-QSB and Form 8-K filed by the Company during that period. No issuances of unregistered securities by the Company occurred in the quarter ended June 30, 2008.



The proceeds from previous offerings of securities have been applied to fund the Company's exploration programs, as well as for other general corporate purposes.



The Company's registration statement on Form SB-2, as amended, which was effective on June 13, 2007 applies to the resale of Company securities by shareholders.  As such, the Company does not receive the proceeds from sales of securities pursuant to that registration statement.









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ITEM 6.  SELECTED FINANCIAL DATA.



Omitted.





ITEM 7.  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Managements Discussion and Analysis of Results of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the financial statements included herein. Further, this MD&A should be read in conjunction with the Companys Financial Statements and Notes to Financial Statements included in its Annual Report  on Form 10-K  for the years  ended June 30, 2008  and  on Form 10-KSB for the year ended June 30, 2007.

The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles.  We urge you to read this report in conjunction with the risk factors described herein.

Plan of Operation

The Companys plan of operations for the period until December 31, 2009 is to complete the following objectives within the time periods specified, subject to our obtaining the necessary funding and/or permits for continued exploration of the mineral properties. The following table summarizes the anticipated exploration expenditures on our current properties for the period until December 31, 2009.

|                                          |                              |  |           |           |           | 
|----------------------------------------- | ---------------------------- |  | --------- | --------- | --------- | 
|                                          | ESTIMATED EXPLORATION BUDGET | 
|                                          |                              |  | 2008      | 2009      | Totals   
|Sagar Project (includes Ferderber Claims) |                              |  |           | 1,000,000 | 1,000,000
|Madagascar                                |                              |  | 2,600,000 |           | 2,600,000
|Other                                     |                              |  |           | 200,000   | 200,000  
|Totals                                    |                              |  | 2,600,000 | 1,200,000 | 3,800,000





Madagascar Properties



Diamond drilling will commence on the Three Horses Property in the latter part of 2008. This has been preceded by ground geophysical surveys, geochemical sampling, geological mapping and prospecting. The initial drill program is anticipated to be between 5,000 to 7,000 meters consisting of 30  40 holes. The program will be mainly geared to following up on the helicopter-borne EM survey which results indicate has defined a large number of anomalies, some of which are directly related to known surface gossans. These are believed to overlie massive sulphide mineralization.



During the 2008 field work a number of gold showings and anomalies were discovered on the Three Horses Property. Although massive sulphide mineralization is the primary focus of the drill program, several attractive gold targets will also be drill tested. A total of 30-40 drill holes are initially envisioned for the Three Horses Property.









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Five squares, known as the Ianapera Property, covering an area of 31.25 square kilometers, located kilometers to the north of the Three Horses Property, are part of the Madagascar Minerals agreement. It has been discovered that this property is underlain by coal seams that are up to 5.0 meters thick and geological mapping indicates that there are multiple coal seams on the property. The Company plans to drill test the coal potential of this property.



[uranium10k092908004.jpg]

It has also been discerned that at least one of the streams in the area contains significant amounts of gold that is currently being panned by locals. Stream sediment sampling was carried out earlier in 2008 to determine if a source for the gold in the drainage sediments can be found. Exploration work is ongoing.

The budget for the exploration work on the Madagascar properties is set at approximately $2,600,000 in 2008.

Sagar Property

Taiga Consultants Limited executed exploration programs on Uranium Stars behalf in 2007.  Both programs utilized a refurbished exploration camp on the east shore of Lake Mistamisk, and were







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helicopter supported by Expedition Helicopters Inc.  The objective of both programs was to identify the source of the Mistamisk Boulder Field mineralization.  During the course of exploration activities, 46 diamond drill holes (DDH) over 5,610 metres, and 164 reverse circulation (RC) holes over 2,625 metres were drilled.  The RC holes were pattern drilled to try and establish a glacial transportation vector for the boulder field mineralization, while theDDHs were drilled to test geophysical anomalies on the Sagar Property.  In addition to drilling,other exploration activities included prospecting of airborne geophysical targets, grid emplacement, ground magnetometer surveying, characterization of the lithogeochemical signature of Mistamisk boulders, and soil sampling.



Anomalous geochemistry (i.e. elevated Au, U, and Cu) identified during the 2007 exploration program in rock grab and diamond drilling samples appears to be structurally controlled, with mineralization restricted to small veinlets and breccia zones.  Whole rock analysis of the Mistamisk Boulder Field samples corroborates a structural association with mineralization, with elemental associations of U with Pb, Ni, Co, Cu, Mo and As indicating an unconformity associated polymetallic uranium style of mineralization. Whole rock analysis of high grade Mistamisk Boulder Field samples also reveals that mineralization is intimately associated with albitization, and kaolinite and illite clay alteration.



By utilizing the geochemical signature of the Mistamisk Boulder Field 17 prioritized soils anomalies and 6 RC anomalies have been defined. Taken in conjunction with interpreted clay alteration data and hypothesized glacial dispersion trains, three potential source areas for the Mistamisk Boulder Field mineralization have been identified.



All anomalous areas have coincident kaolinite to kaolinite-illite signatures, are bisected by one or more interpreted major of subsidiary faults, have anomalous soil and/or rock assays, have anomalous RC and DDH assays, and are favorably located to be source candidates for the Mistamisk Boulder Field based on Quaternary analysis.



An examination of the Mistamisk Boulder Field revealed that no high grade mineralized boulder is found greater than 1 meter in diameter, and that high grade mineralization is often found in cobbles or within veins <30 cm wide within argillic boulders.  The source mineralization for the Mistamisk Boulder Field may therefore be less than a metre wide.  This is supported by the narrow nature of the identified mineralized showings on the Sagar Property.  The showings, and the as-yet undiscovered source for the Mistamisk Boulder Field, therefore do not constitute high priority exploration targets for future work by themselves.  They do, however, indicate there is potential for discovering a volumetrically significant unconformity associated polymetallic uranium-style deposit on the Sagar Property.  Future work should focus on the intersection between the Romanet fault (on the eastern edge of the horst) and reducing lithologies such as those of the Dunphy and Lace Lake formations, as well as on the unconformity contact with the Archean basement.



In addition to the potential of discovering significant unconformity-style mineralization on the Sagar Property, there exists significant potential for discovering IOCG-style mineralization.  Similar to the Boulder Field Index, a multi-component normalized IOCG Index was developed and applied to RC, soil, and water geochemical data collected over the Sagar Property.  This IOCG Index identified targets associated with a large east-west trending structure that bisects the Romanet Horst.  The IOCG Index also identified an anomaly that corresponds with the Alpha Boulder Field Index soil anomaly.  Diamond drill holes in the Alpha area did not intersect significant sulphide mineralization, but they did intersect pervasively carbonate-, hematite-, and chlorite-altered rocks which could indicate proximal IOCG mineralization.







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Future Programs



In light of empirical observations collected during the course of 2007 exploration activities, other targets have been identified which could prove to be volumetrically more significant than the source of the Mistamisk Boulder Field.  In order of priority, future exploration on the Sagar Property should focus on the discovery of:



1.

Gold and uranium mineralization at redox boundaries along major faults. This work should focus on the intersection between the Romanet fault and the reducing lithologies of the Dunphy and Lace Lake formations.



2.

Unconformity associated polymetallic uranium-style mineralization at the Archean basement contact.  The Kilo soil anomaly should be targeted for this exploration due to the anomalous soil, RC, and DDH geochemistry, as well as the numerous coincident geophysical anomalies.



3.

Iron-Oxide Copper Gold (IOCG) mineralization.  This work should focus on the east-west structure bisecting the Romanet Horst.  In particular, the area to the south-west of the Lac Plisse showing should be drill tested as it has coincident gravity and magnetic highs, and has an anomalous IOCG-related geochemical signature for RC, soil, and water geochemical data. Additionally, the DDH geochemistry and alteration mineralogy observed from holes in the Alpha soil target area should be re-examined in the context of IOCG mineralization.



4.

Source mineralization for the Mistamisk Boulder Field. The anomalous Alpha, Delta, and Kilo soil targets, as well as A, B, and E RC targets identified during the course of the 2007 exploration program should be examined to ascertain the source mineralization for the Mistamisk Boulder Field.



Merico-Ethyl / Yarrow Properties, Ontario

A 3,000 metre diamond drill program began in November 2007 to test several induced polarization ("IP") chargeability anomalies, including a large northeast trending anomaly with a strike exceeding 1,000 metres and width of up to 800 metres. The source of this IP anomaly is interpreted as a sulphide-related feature at or near the Proterozoic - Archean unconformity. Concurrent with the drill program, a field program consisting of additional line-cutting over the entire Merico property was carried out, followed by an induced polarization/resistivity ("IP") survey, magnetometer survey, a detailed gravity survey and soil sampling. The IP/resistivity survey further delineated those anomalies remaining open to expansion and definition and was also extended to cover the area of the Sauve uranium-copper-gold occurrence located in the north-eastern portion of the property from which grab samples have yielded assays of up to 1.56% U3O8 and 14.64% Cu. Temex is managing the exploration program which extended into 2008.

Other Expenses



Company management anticipates spending approximately $200,000 in ongoing general and administrative expenses per quarter for the next twelve months.  These general and administrative expenses will consist primarily of professional fees for the accounting, audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.  However, the overall general and administration expenses will vary in direct proportion with the level of activity relating to future acquisitions and exploration programs.

Cautionary Note

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral properties in the exploration stage







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ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

- our ability to raise additional funding;

- the market price for gold;

- the market price for uranium;

- the results of our proposed exploration programs on our mineral properties; and

- our ability to find joint venture partners for the development of our property interests.



If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. In the event we are not successful in raising additional financing, we anticipate that we will not be able to proceed with our business plan. In such a case, we may decide to discontinue our current business plan and seek other business opportunities in the resource sector. Any business opportunity would require our management to perform diligence on possible acquisition of additional resource properties. Such due diligence would likely include purchase investigation costs such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. It is anticipated that such costs will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.

During this period, we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs. In the event no other such opportunities are available and we cannot raise additional capital to sustain operations, we may be forced to discontinue business. We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.



Capital Financing

From inception to June 30, 2004, the Company raised $59,750 through the issuance of 9,585,000 common shares.



For the year ended June 30, 2005, the Company did not raise any new financing.



For the year ended June 30, 2006, the Company raised $795,250 through the issuance of 2,980,000 common shares and 2,265,000 share purchase warrants.



For the year ended June 30, 2007, the Company raised $17,300,000 through the issuance of 34,600,000 common shares and 29,000,250 share purchase warrants.



For the year ended June 30, 2008, the Company did not raise any new financing.



The Company anticipates that additional funding will be in the form of equity financing from the sale of our common stock.  However, the Company cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of common stock for additional phases of exploration.  The Company believes that debt financing will not be an alternative for funding additional phases of exploration.  The Company does not have any arrangements in place for any future equity financing.









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Results of Operations



The Company had no operating revenues since inception on March 1, 2004 through to the period ended June 30, 2008.  The Companys activities have been financed from the proceeds of share subscriptions.  From inception, on March 1, 2004, to June 30, 2008, the Company raised gross proceeds of $18,155,000 from private offerings of the Companys securities.



For the period from inception, March 1, 2004, to June 30, 2008, the Company incurred a loss before income taxes of $32,722,353.  Expenses included $16,386,932 in mineral property and exploration costs.  These costs charged to operations were for the acquisition of the Sagar and Merico-Ethyl Properties in Canada, Madagascar properties, and other abandoned properties including ancillary costs related to the mineral properties.  The Company also incurred $1,208,647 in professional fees during the period. The Company had general and administrative expenses of $1,989,697; stock based compensation of $14,487,459, a foreign exchange translation gain of $627,031 and other income (including interest) of $766,597.



Liquidity and Capital Resources



As at June 30, 2008, the Company had cash on hand of $4,395,758.



The Company funded the business to date through the sale of our common stock.



The Company holds a significant portion of cash reserves in Canadian dollars.  Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in both translation gains or losses in US dollar terms.  If there was to be a significant decline in the Canadian dollar versus the US Dollar the US dollar cash position would also significantly decline.  The Company has not entered into derivative instruments to offset the impact of foreign exchange fluctuations.  Such foreign exchange declines could cause us to experience losses.



There are no assurances that the Company will be able to achieve further sales of common stock or any other form of additional financing.  If the Company is unable to achieve the financing necessary to continue the plan of operations, then the Company will not be able to continue our exploration and our venture will fail.



Issuances of Securities



We have funded our business to date from sales of our common stock.  During the year ended June 30, 2008 there was no issuance of shares resulting from private placements.



On December 21, 2007, the Company issued 2,975,000 common shares to directors, officers and consultants as compensation for services rendered at a fair value of $595,000.  The shares were valued at an estimated fair market value of $0.20 per share based on the prevailing quoted market price on the date of issue. Related parties to the Company received 2,425,000 shares.



On December 10, 2007, the Company issued 1,250,000 common shares, with a fair value of $375,000, and 500,000 warrants in connection with the acquisition of the Madagascar property.  The warrants are exercisable at $1.00 per share for a period of two years from the date of issuance and have been valued using the Black Scholes option pricing model with an expected dividend yield of 0%, risk free rate of 4.20%, expected volatility of 126%, and expected life of 2 years.  The recorded fair value of $60,560 was initially capitalized as mineral property acquisition costs and then recognized as an impairment loss.









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On November 13 2007, the Company issued 561,388 common shares with respect to the exercise of 2,010,000 "cashless" warrants.



On July 11, 2007, the Company granted options to purchase up to 4,020,000 shares of the Companys common stock to certain of the Companys officers and consultants. The options are exercisable at a price of $0.59 per share and expire on July 10, 2012.  These shares were issued in reliance on the exemption for sales of securities not involving a public offering as set forth in Rule 506 promulgated under the Securities Act of 1933 and in Section 4(2) and Section 4(6) of the Securities Act of 1933.

We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock for additional phases of exploration. We believe that debt financing will not be an alternative for funding additional phases of exploration. We do not have any arrangements in place for any future equity financing.

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration and our venture will fail.



Foreign exchange matters

We hold a significant portion of our cash reserves in Canadian dollars. Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in either translation gains or losses in US dollar terms. If there was to be a significant decline in the Canadian dollar versus the US Dollar our US dollar cash position would also significantly decline. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations. Such foreign exchange declines could cause us to experience losses.



Off-balance sheet arrangements



The Company has no off-balance sheet arrangements including arrangements that would affect the liquidity, capital resources, market risk support and credit risk support or other benefits.









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ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



Omitted.



ITEM 8.FINANCIAL STATEMENTS



The financial statements required by this Item, the accompanying notes thereto and the reports of independent accountants are included as part of this Form 10-K immediately following the signature page, beginning at page F-1.





ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE



None.



ITEM 9A. CONTROLS AND PROCEDURES

Our management team, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of the last day of the fiscal period covered by this report, June 30, 2008. The term disclosure controls and procedures means our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2008.



Our principal executive officer and our principal financial officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Management is required to base its assessment of the effectiveness of our internal control over financial reporting on a suitable, recognized control framework, such as the framework developed by the Committee of Sponsoring Organizations (COSO). The COSO framework, published in Internal Control-Integrated Framework, is known as the COSO Report. Our principal executive officer and our principal financial officer, have has chosen the COSO framework on which to base its assessment. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 2008.



This annual report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this annual report on Form 10-K.







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There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter of 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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



It should be noted that any system of controls, however well designed and operated, can provide only reasonable and not absolute assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of certain events. Because of these and other inherent limitations of control systems, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.



Changes in Internal Control over Financial Reporting



During the fiscal quarter ended June 30, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





ITEM 9B. OTHER INFORMATION



None.









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PART III



ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The following table sets forth the name, age, and position of each executive officer and director who have served during the fiscal year ended June 30, 2008 and the term of office of each director of the Company.



|                   |  |     |  |                                                                          
|------------------ |  | --- |  | -------------------------------------------------------------------------
|Name               |  | Age |  | Position                                                                 
|                   |  |     |  |                                                                          
|Elgin Wolfe        |  | 74  |  | Director since December 22, 2006                                         
|J.A. Kirk McKinnon |  | 65  |  | President, Chief Executive Officer and Director since April 26, 2006     
|Richard E. Schler  |  | 55  |  | Vice-President, Chief Financial Officer and Director since April 26, 2006
|William Nielsen    |  | 58  |  | Director since April 26, 2006                                            
|Hadyn Butler       |  | 64  |  | Director since December 22, 2006                                         
|                   |  |     |  |                                                                          



Directors of the Company hold their offices until the next annual meeting of the Companys shareholders until their successors have been duly elected and qualified or until their earlier resignation, removal of office or death.  The Board of Directors met four times in fiscal 2008.  The officers of the Company are elected by the Board of Directors to serve until their successors are elected and qualified.



J.A. Kirk McKinnon



J.A. Kirk McKinnon brings over 25 years of Senior Management experience to the company.  Mr. McKinnon is currently President and CEO of MacDonald Mines Exploration Ltd.since August 2003 VenCan Gold Corporationsince April 2004 and Honey Badger Exploration Incsince February 2008, all of which are resource exploration companies headquartered in Toronto, Canada.  Prior to that, Mr. McKinnon held Senior Management positions in several high profile Canadian corporations, including Nestle Canada.



Richard E. Schler, MBA



Richard E. Schler is currently serving as Vice President and CFO of MacDonald Mines Exploration Ltd. since October 2003, VenCan Gold Corporation since April 2004 and Honey Badger Exploration Inc. since February 2008, all of which are resource exploration companies headquartered in Toronto, Canada.  Before joining these companies, Mr. Schler held various Senior Management positions for noted corporations and has over 25 years of experience in the manufacturing sector.



William Nielsen P.Geo



William Nielsen, P.Geo. has over 30 years of field experience, as well as experience in project management and as a consultant in mineral/resource exploration.  Mr. Nielsen currently holds the position of Vice President of Exploration for Nevsun Resources Ltd., a Vancouver, Canada based resource company, since February 2003. Mr Nielsen is also a director of VenCan Gold Corporation since April 2003.









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Hadyn Butler, P.Geo.



Hadyn Butler joined our Board of Directors on December 22, 2006.  Mr. Butler has over 40 years of geological experience, having graduated with a degree in geology in 1974 (Batchelor of Science, with First Class Honors and University Medal) at the University of New England, Armidale, New South Wales, Australia.  Mr. Butler currently works as a Professional Geoscientist and a practicing member of the Association of Professional Geoscientists of Ontario.  He has also served as a director for MacDonald Mines Exploration Ltd., a TSX Venture Exchange listed company, since August 2003.



Elgin M. Wolfe



Elgin M. Wolfe joined our Board of Directors on December 22, 2006.  Mr. Wolfe has served as President of King River Development Limited since October 2004 and of Tri-Main Development LLC since February 2001.  Both of these companies are real estate development businesses.  Besides spending his working life in the construction and real estate development business, Mr. Wolfe has been a director of VenCan Gold Corporation since March 1989, and MacDonald Mines Exploration Ltd. since October 2007, both of which are TSX Venture Exchange listed companies.



Involvement in Certain Legal Proceedings



To the best of the Companys  knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company:  (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.



Audit Committee and Audit Committee Financial Expert



The Company has an audit committee and is comprised of Elgin Wolfe, Richard Schler and Haydn Butler, all of whom are financially literate.  Messers Wolfe and Butler are independent directors as they do not have any involvement in the day to day operations of the Company. In the opinion of the members of the audit committee, Mr. Schler qualifies as an audit committee financial expert, although he is not independent.  The audit committee is a key component of the Companys commitment to maintaining a higher standard of corporate responsibility.



The audit committee assists our board of directors in its oversight of the companys accounting and financial reporting processes and the audits of the companys financial statements, including (i) the quality and integrity of the companys financial statements, (ii) the companys compliance with legal and regulatory requirements, (iii) the independent auditors qualifications and independence and (iv) the performance of the companys internal audit functions and independent auditors, as well as other matters which may come before it as directed by the board of directors. Further, the audit committee, to the extent it deems necessary or appropriate, among its several other responsibilities, shall:









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·

be responsible for the appointment, compensation, retention, termination and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

·

discuss the annual audited financial statements and the quarterly unaudited financial statements with management and the independent auditor prior to their filing with the SEC in the Companys Annual Report on Form 10-K and Quarterly Reports on Form 10-Q;

·

review with the companys financial management on a periodic basis (a) issues regarding accounting principles and financial statement presentations, including any significant changes in the companys selection or application of accounting principles, and (b) the effect of any regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the company;

·

monitor the Companys policies for compliance with federal, state, local and foreign laws and regulations and the Companys policies on corporate conduct;

·

maintain open, continuing and direct communication between the board of directors, the committee and both the companys independent auditors and its internal auditors; and

·

monitor our compliance with legal and regulatory requirements, with the authority to initiate any special investigations of conflicts of interest, and compliance with federal, state and local laws and regulations, including the Foreign Corrupt Practices Act.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys executive officers, directors and persons who own more than 10% of a registered class of the Companys equity securities to file certain reports with the SEC regarding ownership of, and transactions in, the Companys securities.  Such officers, directors and 10% shareholders are also required by the SEC to furnish the Company with all Section 16(a) forms that they filed.



Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Companys equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Companys securities with the SEC on Form 3 (Initial Statement of Beneficial Ownership), Form 4 (Statement of Changes of Beneficial Ownership of Securities) and Form 5 (Annual Statement of Beneficial Ownership of Securities).  Directors, executive officers and beneficial owners of more than 10% of the Companys Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they filed.



Except as otherwise set forth herein, based solely on review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended June 30, 2008, beneficial owners and executives complied with Section 16(a) filing requirements applicable to them.



Code of Ethics



The Company has adopted a code of business conduct and ethics that applies to its directors, officers, and employees, including its principal executive officers, principal financial officer, principal accounting officer, controller or persons performing similar functions.  The Financial Code of Business Conduct was filed as Exhibit 14.1 to our Annual Report on Form 10-QSB for March 31, 2004 as filed on May 19, 2004, and is re-filed herewith.







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ITEM 11.  EXECUTIVE COMPENSATION



Summary Compensation



The following tables set forth certain summary information concerning the compensation paid or accrued during each of our last three completed fiscal years to our chief executive officer and each of our other executive officers who received compensation in excess of $100,000 during such period (as determined at June 30, 2008, the end of our last completed fiscal year):



|                                       |                     |                        |             |                                |                           |                                         |               |                           
|-------------------------------------- | ------------------- | ---------------------- | ----------- | ------------------------------ | ------------------------- | --------------------------------------- | ------------- | --------------------------
|                                       | Annual Compensation | Long Term Compensation
|                                       |                     |                        |             | Awards                         | Payouts                  
|Name and Principal Position            | Year                | Salary
($)             | Bonus
($)   | Other Annual Compensation 
($) | Restricted Stock Award(s) | Securities Underlying Options/ SARs (#) | LTIP Payouts  | All Other Compensation
($)
|J.A. Kirk McKinnon, President, CEO and | 2006                | 5,000                  | --          | 960,000 (1)                    | --                        | --                                      | --            | 530,000 (2)               
|2007                                   | 92,475              | --                     | 189,000 (3) | --                             | --                        | --                                      | 1,298,471 (4)
|Director                               | 2008                | 120,000                | --          | 145,000 (6)                    | --                        | --                                      | --            | 421,590 (7)               
|                                       |                     |                        |             |                                |                           |                                         |               |                           
|                                       |                     |                        |             |                                |                           |                                         |               |                           
|Richard E. Schler, Vice-President, CFO | 2006                | 5,000                  | --          | 825,000 (1)                    | --                        | --                                      | --            | 477,000 (2)               
|2007                                   | 76,990              | --                     | 175,500 (3) | --                             | --                        | --                                      | 1,191,620 (4)
|and Director                           |                     |                        |             |                                |                           |                                         |               | 407,000 (5)               
|                                       | 2008                | 108,000                | --          | 140,000 (6)                    | --                        | --                                      | --            | 378,350 (7)               
|                                       |                     |                        |             |                                |                           |                                         |               |                           
|William Nielsen, Director (8)          | 2006                | --                     | --          | 180,000 (1)                    | --                        | --                                      | --            | 132,500 (2)               
|2007                                   | 76,170              | --                     | 162,000 (3) | --                             | --                        | --                                      | 1,082,069 (4)
|2008                                   | 66,000              | --                     | 120,000 (6) | --                             | --                        | --                                      | 356,730 (7)  

[1] Represented by shares valued at $0.60 per share (after applying a 50% discount to quoted market price) issued and to companies controlled by these individuals.

[2] Represented by warrants valued at $0.53 per warrant, using the Black-Scholes option pricing model.

[3] Represented by shares valued at $0.54 per share (after applying a 50% discount to quoted market price) issued and to companies controlled by these individuals.

[4] Represented by stock options valued between $0.66 and $1.09 per option, using the Black-Scholes option pricing model.

[5] Issuance of shares from the exercise of cashless stock options at an exercise price of $1.50.

[6] Represented by shares valued at $0.20 per share (after applying a 50% discount to quoted market price) issued to these individuals and/or to companies controlled by them.

[7] Represented by stock options valued at $0.4324 per option, using the Black-Scholes option pricing model.

[8] Mr. Nielsen is compensated for the services he provides to the Company as a geologist and otherwise with respect to the Company's exploration programs.









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Options and Stock Appreciation Rights Grants



Stock options granted to the Chief Executive Officer and Directors during the fiscal year ended June 30, 2008 are as follows:



|                                             |                                                                     |                                                                       |                                                                                                 |                           |                                                         |                                                             |                                                                   |                                                                                                          |                                                                                                         
|-------------------------------------------- | ------------------------------------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------- | ------------------------------------------------------- | ----------------------------------------------------------- | ----------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------
|Outstanding Equity Awards at Fiscal Year-End
|                                             | Option Awards                                                       | Stock Awards                                                         
|Name                                         | Number of Securities Underlying Unexercised Options
(#)
Exercisable | Number of Securities Underlying Unexercised Options
(#)
Unexercisable | Equity Incentive Plan Awards:  Number of Securities Underlying Unexercised Unearned Options
(#) | Option Exercise Price
($) | Option Expiration Date                                  | Number of Shares or Units of Stock that have not Vested
(#) | Market Value of Shares or Units of Stock that have not Vested
($) | Equity Incentive Plan Awards:  Number of Unearned Shares, Units or Other Rights that have not Vested
(#) | Equity Incentive Plan Awards:  Number of Unearned Shares, Units or Other Rights that have not Vested
($)
|J.A. Kirk McKinnon, President & CEO          | 280,000
425,000
720,000
975,000                                     | --                                                                    | --                                                                                              | 0.80
0.85
0.55
0.59       | July 28, 2011
Nov. 26, 2011
March 4, 2012
July 11, 2012 | --                                                          | --                                                                | --                                                                                                       | --                                                                                                      
|Richard E. Schler
Chief Financial Officer    | 690,000
875,000                                                     | --                                                                    | --                                                                                              | 0.55
0.59                 | March 4, 2012
July 11, 2012                             | --                                                          | --                                                                | --                                                                                                       | --                                                                                                      
|William Nielsen, Director                    | 150,000
375,000
650,000
825,000                                     | --                                                                    | --                                                                                              | 0.80
0.85
0.55
0.59       | July 28, 2011
Nov. 26, 2011
March 4, 2012
July 11, 2012 | --                                                          | --                                                                | --                                                                                                       | --                                                                                                      

Aggregated Option Exercises and Fiscal Year-End Option Values



On March 9, 2006, the Company filed a Form S-8 Registration Statement in connection with its newly adopted 2006 Stock Option Plan ("the "2006 Plan") allowing for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 common shares.  On December 18, 2006, February 16, 2007 and July 11 2007, the 2006 Plan was amended to increase the stock option pool by a total of 8,000,000 additional common shares.  During the year ended June 30, 2008, the Company granted stock options to acquire 4,020,000 common shares at an average exercise price of $0.59 per share.









---





The following table summarizes the continuity of the Companys stock options:

|                           |                  |                                   |     
|-------------------------- | ---------------- | --------------------------------- | ----
|                           | Number of
Shares | Weighted average exercise price
$
|Outstanding, June 30, 2006 | 980,250          |                                   | 0.45
|Granted                    | 5,725,000        |                                   | 0.66
|Exercised                  | (980,250)        |                                   | 0.45
|Exercised                  | (790,000)        |                                   | 0.83
|                           |                  |                                   |     
|Outstanding, June 30, 2007 | 4,935,000        |                                   | 0.63
|Granted                    | 4,020,000        |                                   | 0.59
|                           | 8,955,000        |                                   | 0.63



3,425,000 stock options were granted to directors and officers during the fiscal year ended June 30, 2008.



Long-Term Incentive Plan Awards Table



We do not have any Long-Term Incentive Plans.



Pension Benefits Table



None.



Nonqualified Deferred Compensation Table



None.



All Other Compensation Table



None



Perquisites Table



None



Potential Payments Upon Termination Or Change In Control Table



None



Compensation of Directors



Directors who are also officers of the Company are remunerated for services rendered as officers.  During the fiscal year ended June 30, 2008, Kirk McKinnon received $120,000, Richard Schler $108,000 and William Nielsen $ 66,000.  In addition to the cash remuneration, each of these individuals received stock based compensation in the form of restricted common shares and stock options of the Company, as previously noted in this item.  Also as previously reported in this item, a total of 2,425,000 shares and 3,425,000 stock options were issued to directors as compensation for their service as directors and officers of the Company or in respect of other services provided to the Company.







---







Directors who are not also officers of the Company or do not otherwise provide services to the Company are not compensated for their service as directors, except for stock based compensation in the form of common shares and stock options.  Messrs. Elgin Wolfe and Hadyn Butler, each received 100,000 common shares and 250,000 stock options during the fiscal year ended June 30, 2008.  The Company also reimburses them for expenses incurred in connection with their service on the Company's board of directors.



The following table summarizes the value of the compensation paid by the Company to directors who do not provide services to the Company in other capacities.

|                       |                                 |                  |                   |                                            |                                                 |                            |          
|---------------------- | ------------------------------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | ---------
|Name                   | Fees Earned or Paid in Cash
($) | Stock Awards
($) | Option Awards
($) | Non-Equity Incentive Plan Compensation
($) | Nonqualified Deferred Compensation Earnings
($) | All other Compensation
($) | Total
($)
|Elgin Wolfe, Director  | --                              | 20,000           | 108,100           | --                                         | --                                              | --                         | 128,100  
|Hadyn Butler, Director | --                              | 20,000           | 108,100           | --                                         | --                                              | --                         | 128,100  



No additional amounts are payable to the Company's directors for committee participation or special assignments.  The compensation paid to directors who provide services to the Company in other capacities has been previously reported in this item under "Summary Compensation".



Employment Agreements



Currently, the Company does not have an employment agreement or consulting agreement with Kirk McKinnon, Richard Schler and William Nielsen, but has agreed to pay them a monthly stipend.  Kirk McKinnon receives $10,000 monthly, Richard Schler receives $9,000 monthly and William Nielson receives $8,000 monthly until February 2008. Effective March 2008, William Nielsens services were paid on a per-diem basis. In consultation with legal counsel, the Company intends to execute consulting arrangements with all key personnel.







---





ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table sets forth certain information regarding beneficial ownership of the common stock as of June 30, 2008, by (i) each person who is known by the Company to own beneficially more than 5% of the any classes of outstanding Stock, (ii) each director of the Company, (iii) each of the Chief Executive Officers and the four (4) most highly compensated executive officers who earned in excess of $100,000 for all services in all capacities (collectively, the "Named Executive Officers") and (iv) all directors and executive officers of the Company as a group.



The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.  The Company believes that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.



|                                                                                                                   |                                           |                                                             
|------------------------------------------------------------------------------------------------------------------ | ----------------------------------------- | ------------------------------------------------------------
|NAME                                                                                                               | SHARES OF
COMMON STOCK BENEFICIALLY OWNED | PERCENTAGE OF OUTSTANDING COMMON STOCK
BENEFICIALLY OWNED(1)
|J A Kirk McKinnon
President, CEO & Director
901  141 Adelaide Street West
Toronto, Ontario
Canada M5H 3L5(2)      | -6,075,000-                               | 8.48%                                                       
|Richard E. Schler
Vice President, CFO & Director
901  141 Adelaide Street West
Toronto, Ontario
Canada M5H 3L5(3) | -4,865,000-                               | 6.79%                                                       
|William Nielsen, Director
901  141 Adelaide Street West
Toronto, Ontario
Canada M5H 3L5(4)                        | -3,450,000-                               | 4.82%                                                       
|Elgin Wolfe, Director
111 St Lawrence Drive
Mississauga, Ontario
Canada L5G-4V2(5)                                 | -800,000-                                 | 1.11%                                                       
|Hadyn Butler, Director
647 Silver Lake Road
Sudbury, Ontario
Canada P3G 1J9(6)                                     | -625,000-                                 | 0.87%                                                       
|All Directors and Executive Officers and 5% shareholders as a Group (6 persons)(7)                                 | -15,815,000-                              | 22.08%                                                      
|Pension Financial Services
360 St-Jacques Quest, Suite 110
Montreal, Québec
Canada H2Y 1P5                         | -5,400,000-                               | 7.54%                                                       

[1] Based on total issued and outstanding shares of 71,636,357 as of June 30, 2008.

[2] Includes warrants exercisable for 1,000,000 common shares.  These warrants are exercisable until April 26, 2010 at a price of $0.50 per share.  Also includes 2,400,000 stock options exercisable between $0.55 - $0.85 with expiry dates between July 28, 2011 and July 12, 2012.







---





[3] Includes warrants exercisable for 900,000 common shares.  These warrants are exercisable until April 26, 2010 at a price of $0.50 per share.  Also includes 1,565,000 stock options exercisable between $0.55 - $0.85at $1.24 with expiry dates between March 4, 2012 to July 12, 2012

[4] Includes warrants exercisable for 250,000 common shares.  These warrants are exercisable until April 26, 2010 at a price of $0.50 per share.  Also includes 2,000,000 stock options exercisable between $0.55 - $0.85 with expiry dates between July 28, 2011 and July 12, 2012.

[5] Includes 525,000 stock options exercisable between $0.55 - $0.85 with expiry dates between November 21, 2011 and July 12, 2012.

[6] Includes 525,000 stock options exercisable between $0.55 - $0.85 with expiry dates between November 21, 2011 and July 12, 2012.

[7] Includes warrants exercisable for an aggregate of 2,150,000 common shares and stock options aggregating 7,015,000 common shares respectively.



ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Except as noted under item 11, none of the following parties, since July 1, 2007, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:



·

any of our directors or officers;

·

any person proposed as a nominee for election as a director;

·

any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

·

any of our promoters;

·

any relative or spouse of any of the foregoing persons who has the same house as such person.









---





ITEM 14.  PRINCIPALACCOUNTANT FEES AND SERVICES



Year ended June 30, 2008



Audit Fees: The aggregate fees, including expenses, billed by the Company’s principal accountant in connection with the audit of our financial statements for the most recent fiscal year and for the review of our financial information included in our Annual Report on Form 10-K; and our quarterly reports on Form 10-QSB during the fiscal year ending June 30, 2008 was $79,050 CDN.



Audit Related Fees:The aggregate fees, including expenses, billed by the Companys principal accountant for services reasonably related to the audit for the year ended June 30, 2008 were $6,000 CDN.



All Other Fees: The aggregate fees, including expenses, billed for all other services rendered to the Company by its principal accountant during year ended June 30, 2008 was $Nil.



Year ended June 30, 2007



Audit Fees:  $ 63,675 CDN



Audit Related Fees:None.



All Other Fees:None.



AUDITOR INDEPENDENCE



Our Board of Directors considers that the work done for us in the year ended June 30, 2007 by MSCM LLP Chartered Accountants is compatible with maintaining MSCM LLP, Chartered Accountants.



AUDITOR'S TIME ON TASK



All of the work expended by MSCM LLP, Chartered Accountants on our June 30, 2008 audit was attributed to work performed by MSCM LLP, Chartered Accountants full-time, permanent employees.









---





ITEM 15.  EXHIBITS. FINANCIAL STATEMENT SCHEDULES



|               |                                                                                                                                
|-------------- | -------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                                                    
|3.1            | Articles of Incorporation(1)                                                                                                   
|3.2            | By-Laws(1)                                                                                                                     
|3.3            | Articles
    of Merger                                                                                                         
|4.1            | 2006 Stock Option Plan(2)                                                                                                      
|10.1           | Property Agreement(1)                                                                                                          
|10.2           | Trust Agreement 1(1)                                                                                                           
|10.3           | Trust Agreement 2(1)                                                                                                           
|10.4           | Trust Agreement 3(1)                                                                                                           
|10.5           | Trust Agreement 4(1)                                                                                                           
|10.6           | Letter of Intent effective March 10, 2006 with Apofas Ltd.(3)                                                                  
|10.7           | Letter agreement effective May 12, 2006 with Virginia Mines Inc.(4)                                                            
|10.8           | Joint Venture Agreement dated August 22, 2007 between Uranium Star Corp. and Madagascar Minerals and Resources sarl (5)        
|14.1           | Code of Ethics                                                                                                                 
|23.1           | Consent of Independent Auditors                                                                                                
|31.1           | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
|31.2           | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
|32.1           | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         
|32.2           | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002         
|99.1           | Summary Report on the Peter's Creek Placer Gold Property(6)                                                                    
|99.2           | Progress Report on the Peter's Creek Gold Property(7)                                                                          
|99.3           | Peter's Creek Gold Property Outline(7)                                                                                         



(1)

Incorporated by referenced from the corresponding Exhibit to the registrant's registration statement on Form SB-2 filed with the SEC on September 14, 2005.

(2)

Incorporated by referenced from the corresponding Exhibit to the registrant's registration statement on Form S-8 filed with the SEC on March 9, 2006.

(3)

Incorporated by referenced from the Exhibit to the registrant's current report on Form 8-K filed with the SEC on March 13, 2006.

(4)

Incorporated by referenced from the Exhibit to the registrant's current report on Form 8-K filed with the SEC on May 9, 2006.

(5)

Incorporated by referenced from the Exhibit to the registrant's current report on Form 8-K filed with the SEC on September 11, 2007.

(6)

Incorporated by referenced from the Exhibits to the registrant's registration statement on Form SB-2 filed with the SEC on November 5, 2005.

(7)

Incorporated by referenced from the Exhibits to the quarterly report on Form 10-QSB filed with the SEC on January 31, 2006.







---





SIGNATURES



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

URANIUM STAR CORP.





Dated:  October 18, 2008



By:

/s/ J A Kirk McKinnon

Name:  J A Kirk McKinnon

Title:  President, Chief Executive Officer and Director



Dated:  October 18, 2008



By:

/s/ Richard E. Schler

Name:  Richard E. Schler

Title:  Vice-President, Chief Financial Officer and Director



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.

|                                        |  |                                                   |  |                     
|--------------------------------------- |  | ------------------------------------------------- |  | --------------------
|Signatures                              |  | Title                                             |  | Date                
|/S/ J A Kirk McKinnon
J A Kirk McKinnon |  | President, Chief Executive Officer, Director      |  | October 18, 2008    
|                                        |  |                                                   |  |                     
|                                        |  |                                                   |  |                     
|/S/ Richard E. Schler
Richard Schler    |  | Vice-President, Chief Financial Officer, Director |  | October
    18, 2008
|                                        |  |                                                   |  |                     
|                                        |  |                                                   |  |                     
|/S/ William Nielsen                     |  | Director                                          |  | October
    18, 2008
|William Nielsen                         |  |                                                   |  |                     
|                                        |  |                                                   |  |                     
|/S/ Elgin Wolfe                         |  | Director                                          |  | October
    18, 2008
|Elgin Wolfe                             |  |                                                   |  |                     
|                                        |  |                                                   |  |                     
|/S/ Hadyn Butler                        |  | Director                                          |  | October
    18, 2008
|Hadyn Butler                            |  |                                                   |  |                     











---





Uranium Star Corp.

(An Exploration Stage Company)



June 30, 2008



Index





Report of Independent Registered Public Accounting Firm

F-1



Consolidated
Balance Sheets

F-2



Consolidated
Statements of Operations and Comprehensive Loss

F-3



Consolidated
Statements of Cash Flows

F-4



Consolidated
Statement of Stockholders Equity

F-5



Notes to the
Consolidated Financial Statements

F-7











---







Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Uranium Star Corp.



We have audited the accompanying consolidated balance sheets of Uranium Star Corp. (the Company) as at June 30, 2008 and 2007 and the related consolidated statements of operations and comprehensive loss and stockholders equity and cash flows for the years then ended and accumulated for the period from March 1, 2004 (Date of Inception) to June 30, 2008.  These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.  Accordingly, we express no such opinion.  An audit 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 consolidated financial statements present fairly, in all material respects, the financial position of Uranium Star Corp. as at June 30, 2008 and 2007 and the results of its operations and its cash flows for the years then ended and accumulated for the period from March 1, 2004 (Date of Inception) to June 30, 2008 in accordance with accounting principles generally accepted in the United States of America.



The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has not generated any revenues or profitable operations since inception and will need equity or debt financing to begin realizing upon its business plan.  These factors raise substantial doubt about the Companys ability to continue as a going concern.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.







Signed:

MSCM LLP







Toronto, Ontario

September 22, 2008











---







|                                                                    |  |              |           |              |            |            |            |           
|------------------------------------------------------------------- |  | ------------ | --------- | ------------ | ---------- | ---------- | ---------- | ----------
|Uranium Star Corp.                                                  |  |              |           |              |            |            |           
|(An Exploration Stage Company)                                      |  |              |           |              |            |           
|Consolidated Balance Sheets                                         |  |              |           |              |            |            |           
|(Expressed in US dollars)                                           |  |              |           |              |            |           
|                                                                    |  |              |           |              |            |            |            |           
|                                                                    |  |              |           |              |            | June 30    |            | June 30   
|                                                                    |  |              |           |              |            | 2008       |            | 2007      
|                                                                    |  |              |           |              |            | $          |            | $         
|ASSETS                                                              |  |              |           |              |            |            |            |           
|Current Assets                                                      |  |              |           |              |            |            |           
|Cash and term deposit                                               |  |              |           | 4,395,758    |            | 12,308,793
|Marketable securities                                               |  |              |           |              | 51,048     |            | -         
|Taxes recoverable                                                   |  |              |           |              | 1,415,360  |            | 910,579   
|Total Current Assets                                                |  |              |           |              | 5,862,166  |            | 13,219,372
|Property & Equipment (Note 3)                                       |  |              |           | 60,633       |            | 77,925    
|Total
    Assets                                                    |  |              |           |              |            | 5,922,799  |            | 13,297,297
|                                                                    |  |              |           |              |            |            |            |           
|LIABILITIES AND STOCKHOLDERS' EQUITY                                |  |              |           |              |           
|Current Liabilities                                                 |  |              |           |              |            |            |           
|Accounts payable                                                    |  |              |           |              | 271,750    |            | 520,483   
|                                                                    |  |              |           |              |            |           
|Total Current Liabilities                                           |  |              |           | 271,750      |            | 520,483   
|                                                                    |  |              |           |              |            |            |            |           
|Deferred tax liabilities (Note 8)                                   |  |              |           | 513,872      |            | 1,479,933 
|                                                                    |  |              |           |              |            |            |            |           
|Total Liabilities                                                   |  |              |           |              |            | 785,622    |            | 2,000,416 
|                                                                    |  |              |           |              |            |            |            |           
|Going Concern (Notes 1)                                             |  |              |           |              |            |           
|                                                                    |  |              |           |              |            |            |            |           
|Stockholders Equity                                                |  |              |           |              |            |           
|                                                                    |  |              |           |              |            |            |            |           
|Common Stock, 175,000,000 shares authorized (June 30,2007           |  |              |          
|- 125,000,000), $0.001 par value, 71,636,357 issued and outstanding |  |              |          
|(June 30, 2007  66,849,969)                                        |  |              |           | 71,635       |            | 66,849    
|                                                                    |  |              |           |              |            |            |            |           
|Additional Paid-in Capital                                          |  |              |           | 38,303,969   |            | 35,243,212
|Accumulated Comprehensive Loss                                      |  |              | (22,952)  |              | -         
|Donated Capital                                                     |  |              |           | 20,750       |            | 20,750    
|Deficit Accumulated Deficit During the Exploration Stage            |  | (33,236,225) |           | (24,033,930)
|Total Stockholders' Equity                                          |  |              |           | 5,137,177    |            | 11,296,881
|Total Liabilities and Stockholders' Equity                          |  |              | 5,922,799 |              | 13,297,297
|                                                                    |  |              |           |              |            |            |            |           
|                                                                   
|                                                                    |  |              |           |              |            |            |            |           

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











---





Uranium Star Corp

(An Exploration Stage Company)

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in US dollars)



|                                                |  |  |                     |             |             
|----------------------------------------------- |  |  | ------------------- | ----------- | ------------
|                                                |  |  | Accumulated from    |             |             
|                                                |  |  | March 1, 2004       | For the     | For the     
|                                                |  |  | (Date of Inception) | Year
Ended  | Year
Ended  
|                                                |  |  | To June 30,         | June 30,    | June 30,    
|                                                |  |  | 2008                | 2008        | 2007        
|                                                |  |  | $                   | $           | $           
|                                                |  |  |                     |             |             
|Revenue                                         |  |  |                    |            |            
|                                                |  |  |                    |            |            
|                                                |  |  |                     |             |             
|Expenses                                        |  |  |                     |             |             
|                                                |  |  |                     |             |             
|Amortization                                    |  |  | 24,496              | 17,293      | 6,758       
|Donated services and expenses                   |  |  | 18,750              | -           | -           
|Foreign currency transaction gain               |  |  | (627,031)           | (154,156)   | (467,335)   
|General and administrative                      |  |  | 1,989,697           | 914,192     | 924,543     
|Impairment loss on mineral properties           |  |  | 7,488,508           | 1,250,560   | 2,526,831   
|Mineral exploration                             |  |  | 8,898,424           | 5,517,497   | 3,292,068   
|Professional fees                               |  |  | 1,208,647           | 443,059     | 644,999     
|Stock based compensation (Note 7)               |  |  | 14,487,459          | 2,629,983   | 6,298,850   
|                                                |  |  |                     |             |             
|Loss from operations                            |  |  | 33,488,950          | 10,618,428  | 13,226,714  
|Other Income                                    |  |  |                     |             |             
|Interest Income                                 |  |  | (583,857)           | (276,632)   | (307,225)   
|Other Income                                    |  |  | (182,740)           | (173,440)   | (9,300)     
|                                                |  |  |                     |             |             
|Total loss before income tax expense (recovery) |  |  | 32,722,353          | 10,168,356  | 12,910,189  
|                                                |  |  |                     |             |             
|Income tax expense (recovery) (Note 8)          |  |  | 513,872             | (966,061)   | 1,479,933   
|                                                |  |  |                     |             |             
|Net loss                                        |  |  | (33,236,225)        | (9,202,295) | (14,390,122)
|Unrealized loss from investments in             |  |  |                     |             |             
|marketable securities                           |  |  | (22,952)            | (22,952)    | -           
|                                                |  |  |                     |             |             
|Comprehensive loss                              |  |  | (33,259,177)        | (9,225,247) | (14,390,122)
|                                                |  |  |                     |             |             
|                                                |  |  |                     |             |             
|Net Loss Per Share  Basic and Diluted (Note 9) |  |  | -                   | (0.13)      | (0.30)      
|                                                |  |  |                     |             |             
|                                                |  |  |                     |             |             
|Weighted Average Shares Outstanding             |  |  | -                   | 69,418,905  | 48,477,139  
|                                                |  |  |                     |             |             

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











---





Uranium Star Corp

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US dollars)





|                                                                           |                     |             |             
|-------------------------------------------------------------------------- | ------------------- | ----------- | ------------
|                                                                           | Accumulated From    | For the     | For the     
|                                                                           | March 1, 2004       | Year        | Year        
|                                                                           | (Date of Inception) | Ended       | Ended       
|                                                                           | To June 30,         | June 30,    | June 30,    
|                                                                           | 2008                | 2008        | 2007        
|                                                                           | $                   | $           | $           
|                                                                           |                     |             |             
|                                                                           |                     |             |             
|Operating Activities                                                       |                     |             |             
|                                                                           |                     |             |             
|Net loss                                                                   | (33,236,225)        | (9,202,295) | (14,390,122)
|                                                                           |                     |             |             
|Adjustments to reconcile net loss to net cash used in operating activities |                     |             |             
|Amortization                                                               | 24,496              | 17,293      | 6,758       
|Donated services and expenses                                              | 20,750              | -           | -           
|Non-cash proceeds received                                                 | (74,000)            | (74,000)    | -           
|Deferred tax expense (recovery)                                            | 513,872             | (966,061)   | 1,479,933   
|Impairment loss on mineral properties                                      | 7,488,508           | 1,250,560   | 2,526,831   
|Stock-based compensation                                                   | 14,487,459          | 2,629,983   | 6,298,850   
|                                                                           |                     |             |             
|Change in operating assets and liabilities                                 |                     |             |             
|Prepaid expenses                                                           | -                   | -           | 7,060       
|Accounts payable                                                           | 271,748             | (248,734)   | 442,844     
|Taxes recoverable                                                          | (1,415,360)         | (504,781)   | (910,579)   
|                                                                           |                     |             |             
|Net Cash Used In Operating Activities                                      | (11,918,752)        | (7,098,035) | (4,538,425) 
|                                                                           |                     |             |             
|Investing Activities                                                       |                     |             |             
|                                                                           |                     |             |             
|Due to related parties                                                     | -                   | -           | (14,109)    
|Mineral property acquisition costs                                         | (899,844)           | (815,000)   | (30,844)    
|Purchase of property and equipment                                         | (85,128)            | -           | (83,128)    
|                                                                           |                     |             |             
|Net Cash Used In Investing Activities                                      | (984,972)           | (815,000)   | (128,081)   
|                                                                           |                     |             |             
|Financing Activities                                                       |                     |             |             
|                                                                           |                     |             |             
|Proceeds from share subscriptions received                                 | 255,000             | -           | -           
|Proceeds from issuance of common stock, net                                | 17,044,482          | -           | 16,419,482  
|                                                                           |                     |             |             
|Net Cash Provided By Financing Activities                                  | 17,299,482          | -           | 16,419,482  
|                                                                           |                     |             |             
|Increase (Decrease) in Cash                                                | 4,395,758           | (7,913,035) | 11,752,976  
|                                                                           |                     |             |             
|Cash - Beginning of Year                                                   |                    | 12,308,793  | 555,817     
|                                                                           |                     |             |             
|Cash - End of Year                                                         | 4,395,758           | 4,395,758   | 12,308,793  
|                                                                           |                     |             |             
|                                                                           |                     |             |             
|Non-cash Investing and Financing Activities                                |                     |             |             
|Issuance of common stock for mineral property                              | 3,838,850           | 375,000     | 1,731,850   
|Issuance of common stock for services                                      | 4,523,125           | 595,000     | 598,125     
|                                                                           |                     |             |             
|Supplemental Disclosures                                                   |                     |             |             
|Interest paid                                                              |                    |            |            
|Income taxes paid                                                          |                    |            |            
|                                                                           |                     |             |             
|                                                                          

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







---





Uranium Star Corp.

(An Exploration Stage Company)

Consolidated Statement of Stockholders Equity

For the Period from March 1, 2004 (Date of Inception) to June 30, 2008

(Expressed in US dollars)



|                                                                              |            |        |            |               |            |         |             |            
|----------------------------------------------------------------------------- | ---------- | ------ | ---------- | ------------- | ---------- | ------- | ----------- | -----------
|                                                                              |            |        |            |               |            |         | Deficit     |            
|                                                                              |            |        |            | Accumulated   |            |         | Accumulated |            
|                                                                              |            |        | Additional | Other         | Common     |         | During the  |            
|                                                                              |            |        | Paid-in    | Comprehensive | Stock      | Donated | Exploration |            
|                                                                              | Shares     | Amount | Capital    | Income        | Subscribed | Capital | Stage       | Total      
|                                                                              | #          | $      | $          | $             | $          | $       | $           | $          
|                                                                              |            |        |            |               |            |         |             |            
|Balance  March 1, 2004 (Date of Inception)                                   |           |       |           |              | -          |        |            |           
|Issuance of common shares for cash                                            |            |        |            |               |            |         |             |            
|- at $.01/share                                                               | 7,500,000  | 7,500  | 17,500     |              | -          |        |            | 25,000     
|- at $.05/share                                                               | 2,085,000  | 2,085  | 32,665     |              | -          |        |            | 34,750     
|Issuance of common stock for mineral property                                 | 7,500,000  | 7,500  | (5,800)    |              | -          |        |            | 1,700      
|Donated services and expenses                                                 |           |       |           |              | -          | 5,000   |            | 5,000      
|Net loss for the period                                                       |           |       |           |              | -          |        | (9,991)     | (9,991)    
|                                                                              |            |        |            |               |            |         |             |            
|Balance  June 30, 2004                                                       | 17,085,000 | 17,085 | 44,365     |              | -          | 5,000   | (9,991)     | 56,459     
|Donated services and expenses                                                 |           |       |           |              | -          | 9,000   |            | 9,000      
|Net loss for the year                                                         |           |       |           |              | -          |        | (38,500)    | (38,500)   
|                                                                              |            |        |            |               |            |         |             |            
|Balance  June 30, 2005                                                       | 17,085,000 | 17,085 | 44,365     |              | -          | 14,000  | (48,491)    | 26,959     
|Issuance of common shares for cash                                            |            |        |            |               |            |         |             |            
|- at $.20/share                                                               | 2,265,000  | 2,265  | 448,235    |              | -          |        |            | 450,500    
|Issuance of common shares at $.45/share pursuant to exercise of stock options | 255,000    | 255    | 114,495    |              | -          |        |            | 114,750    
|Issuance of common shares for mineral properties                              |            |        |            |               |            |         |             |            
|- at $.101/share                                                              | 300,000    | 300    | 30,000     |              | -          |        |            | 30,300     
|- at $0.85/share                                                              | 2,000,000  | 2,000  | 1,698,000  |              | -          |        |            | 1,700,000  
|Issuance of common shares for services                                        |            |        |            |               |            |         |             |            
|- at $0.60/share                                                              | 5,550,000  | 5,550  | 3,324,450  |              | -          |        |            | 3,330,000  
|Common stock subscribed                                                       | -          | -      | -          | -             | 255,000    | -       | -           | 255,000    
|Fair value of warrants issued                                                 |           |       | 1,925,117  |              | -          |        |            | 1,925,117  
|Stock-based compensation                                                      |           |       | 2,228,626  |              | -          |        |            | 2,228,626  
|Donated services and expenses                                                 |           |       |           |              |            | 6,750   |            | 6,750      
|Net loss for the year                                                         |           |       |           |              |            |        | (9,595,317) | (9,595,317)
|                                                                              |            |        |            |               |            |         |             |            
|Balance  June 30, 2006                                                       | 27,455,000 | 27,455 | 9,813,288  | -             | 255,000    | 20,750  | (9,643,808) | 472,685    
|                                                                              |            |        |            |               |            |         |             |            
|                                                                              |            |        |            |               |            |         |             |            

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







---





Uranium Star Corp.

(An Exploration Stage Company)

Consolidated Statement of Stockholders Equity

For the Period from March 1, 2004 (Date of Inception) to June 30, 2008

(Expressed in US dollars)

|                                                                   |            |        |             |               |            |         |              |             
|------------------------------------------------------------------ | ---------- | ------ | ----------- | ------------- | ---------- | ------- | ------------ | ------------
|                                                                   |            |        |             |               |            |         | Deficit      |             
|                                                                   |            |        |             | Accumulated   |            |         | Accumulated  |             
|                                                                   |            |        | Additional  | Other         | Common     |         | During the   |             
|                                                                   |            |        | Paid-in     | Comprehensive | Stock      | Donated | Exploration  |             
|                                                                   | Shares     | Amount | Capital     | Income        | Subscribed | Capital | Stage        | Total       
|                                                                   | #          | $      | $           | $             | $          | $       | $            | $           
|Balance  June 30, 2006                                            | 27,455,000 | 27,455 | 9,813,288   | -             | 255,000    | 20,750  | (9,643,808)  | 472,685     
|Issuance of common shares for mineral properties                   |            |        |             |               |            |         |              |             
|- at $.82/share                                                    | 500,000    | 500    | 409,500     |              |            |        |             | 410,000     
|Cancellation of common stock subscribed                            |            |        |             |               | (25,000)   |         |              | (25,000)    
|Stock based compensation                                           | -          | -      | 5,193,315   | -             |            | -       | -            | 5,193,315   
|Issuance of common shares for mineral properties
- at $0.69/share  | 150,000    | 150    | 103,350     | -             |            | -       | -            | 103,500     
|- at $1.22/share                                                   | 1,000,000  | 1,000  | 1,219,000   | -             |            | -       | -            | 1,220,000   
|Fair value of warrants issued                                      | -          | -      | 2,941,961   | -             |            | -       | -            | 2,941,961   
|Issuance of common shares for services  at
    $1.08/share        | 1,450,000  | 1,450  | 596,675     | -             |            | -       | -            | 598,125     
|Issuance of common shares pursuant to exercise of cashless options | 343,119    | 343    | 507,157     | -             |            | -       | -            | 507,500     
|Private placement common share subscribed                          | 460,000    | 460    | 229,540     | -             | (230,000)  | -       | -            | -           
|Issuance of common shares for cash at $0.50 /share                 | 34,600,000 | 34,600 | 17,265,400  | -             | -          | -       | -            | 17,300,000  
|Commission                                                         | 891,850    | 891    | 807,824     |               |            |         |              | 808,715     
|Cost of issue                                                      | -          | -      | (3,843,798) | -             | -          | -       | -            | (3,843,798) 
|Net loss for the year                                              | -          | -      | -           | -             | -          | -       | (14,390,122) | (14,390,122)
|Balance  June 30, 2007                                            | 66,849,969 | 66,849 | 35,243,212  | -             | -          | 20,750  | (24,033,930) | 11,296,881  
|Issuance of shares pursuant to exercise of cashless warrants       | 561,388    | 561    | 207,162     | -             | -          | -       | -            | 207,713     
|Issuance of common shares for mineral properties
- at $0.30/share  | 1,250,000  | 1,250  | 373,750     | -             | -          | -       | -            | 375,000     
|Fair value of warrants issued                                      | -          | -      | 60,560      | -             | -          | -       | -            | 60,560      
|Issuance of common shares for services  at $0.20/share            | 2,975,000  | 2,975  | 592,025     | -             | -          | -       | -            | 595,000     
|Stock-based compensation                                           | -          | -      | 1,827,270   | -             | -          | -       | -            | 1,827,270   
|Accumulated comprehensive Loss                                     |            |        |             | (22,952)      | -          | -       | -            | (22,952)    
|Net loss for the year                                              | -          | -      | -           | -             | -          | -       | (9,202,295)  | (9,202,295) 
|Balance  June 30, 2008                                            | 71,636,357 | 71,635 | 38,303,969  | (22,952)      | -          | 20,750  | (33,236,225) | 5,137,177   
|                                                                   |            |        |             |               |            |         |              |             

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







---









Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008





1.

Exploration Stage Company



The Company was incorporated in the State of Nevada on March 1,
2004 and reincorporated in the State of Minnesota on May 14, 2008. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard ("SFAS") No.7 "Accounting and Reporting by Development Stage Enterprises". In fiscal 2008 the Company incorporated Uranium Star (Mauritius) Ltd., a subsidiary in the country of Mauritius and Uranium Star Madagascar Sarl, a subsidiary in the country of Madagascar. The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.



These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company's interests in the underlying properties, and the attainment of profitable operations. As at June 30, 2008, the Company has accumulated losses of $33,236,225 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



2.

Summary of Significant Accounting Policies



a)

Principals of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of Uranium Star Corp. and its wholly owned subsidiaries, Uranium Star (Mauritius) Ltd. and Uranium Star Madagascar Sarl.  All inter company accounts and transactions have been eliminated on consolidation.  These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.  The Company's fiscal year end is June 30.



b)

Use of Estimates

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



c)

Basic and Diluted Net Income (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 potentially dilutive 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 potentially dilutive shares if their effect is anti dilutive. Basic and diluted loss per share is computed using the weighted average number of common shares outstanding.  Diluted EPS and the weighted average number of common shares exclude all potentially dilutive shares since their effect is anti dilutive. Shares underlying these potentially dilutive securities totaled approximately 48,249,250 as of June 30, 2008.









---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008



2.

Summary of Significant Accounting Policies (continued)



d)

Comprehensive Income (Loss)

SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the reporting and display of comprehensive income, its components and accumulated balances.  As at June 30, 2008, the Company's only component of other comprehensive income is an unrealized loss on marketable securities.



e)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.



f)

Marketable Securities

The Company classifies and accounts for debt and equity securities in accordance with Financial Accounting Standards Board FASB No. 115, "Accounting for Certain Investments in Debt and Equity Securities".  The Company has classified all of its marketable securities as available for sale, thus securities are recorded at fair market value and any associated unrealized gain or loss, net of tax, is included as a separate component of stockholders equity, Accumulated Other Comprehensive Loss.



g)

Property and Equipment

Property and equipment are stated at cost, less accumulated amortization, and consist of computer hardware and exploration equipment. Amortization of computer hardware is computed using the straight line method over three years and exploration equipment is amortized over 5 years on a straight line basis.



h)

Mineral Property Costs

The Company has been in the exploration stage since its inception on March 1, 2004, and has not yet realized any revenues from its operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04 02, "Whether Mineral Rights Are Tangible or Intangible Assets". The Company assesses the carrying costs for impairment under SFAS No. 144, "Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units of production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.



i)

Long Lived Assets

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



j)

Financial Instruments

The fair value of cash and cash equivalents and accounts payable were estimated to approximate their carrying values due to the immediate or short term maturity of these financial instruments. The Company's operations are in Canada which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company's operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.







---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008



2.

Summary of Significant Accounting Policies (continued)



k)

Foreign Currency Translation

The Company's functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 "Foreign Currency Translation", using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these consolidated financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



l)

Stock Based Compensation

Prior to January 1, 2006, the Company accounted for stock based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of the Company's employee stock options was less than the market price of the underlying common stock on the date of grant. Effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R "Share Based Payments", using the modified retrospective transition method. The Company had not issued any stock options or share based payments prior to January 1, 2006. Accordingly, there was no effect on the Company's reported loss from operations, cash flows or loss per share as a result of adopting SFAS No. 123R.



m)

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.  Potential benefits of net operating losses have not been recognized in these consolidated 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.



In July 2006, FASB issued Interpretation No. 48," Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109" ) ("FIN 48"), which 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. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company adopted the provisions of FIN 48 on July 1, 2007.  The Company recognized no material adjustment in the liability for unrecognized income tax benefits as a result of the adoption, and at the adoption date of July 1, 2007 there were no unrecognized tax benefits that would affect the effective tax rate if recognized. At June 30, 2008 the Company had no unrecognized tax benefits. Management does not believe unrecognized tax benefits will significantly change within twelve months of the reporting date.  Interest and penalties that are related to income tax matters are recognized in income tax expense. As of June 30, 2008 there is no accrued interest related to uncertain tax positions.







---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008



n)

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.



In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." SFAS No. 159 permits companies to measure financial instruments and certain other items at fair value. The objective of this statement is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 is expected to expand the use of fair value measurement for accounting for financial instruments. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.



In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)).  SFAS No. 141(R) requires recognition and measurement of the identifiable assets acquired, the liabilities assumed, and any non controlling interest in a business combination, goodwill acquired or a gain from a bargain purchase.  The Statement is effective for fiscal years beginning on or after December 15, 2008 and is to be applied prospectively.  Earlier adoption is not permitted.  The Company is currently evaluating the impact of the adoption of SFAS No. 141(R).



In December 2007, the FASB issued SAFS No. 160, Noncontrolling Interests in Consolidated Financial Statements (SFAS No. 160).  SFAS No. 160 amends Accounting Research Bulletin 51 and establishes accounting and reporting standards for the noncontrolling interest in a subsidiary. The Statement requires that consolidated net income reflect the amounts attributable to both the parent and the noncontrolling interest, and also includes additional disclosure requirements. The Statement is effective for fiscal years beginning on or after December 15, 2008 and is to be applied prospectively as of the beginning of the fiscal year in which the Statement is initially applied, except for the presentation and disclosure requirements which shall be applied retrospectively for all periods presented.  Earlier adoption is not permitted.  The Company is currently evaluating the impact of the adoption of SFAS No. 160.



In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities ("SFAS No. 161").  SFAS No. 161 amends and expands the disclosure requirements of FASB Statement 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS No. 133") to require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit risk related contingent features in derivative agreements.  The Statement is effective for consolidated financial statements issued for fiscal years and periods beginning after November 15, 2008.  Early application is encouraged.  The Company is currently evaluating the impact of the adoption of SFAS No. 161.



In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles. The Company is currently evaluating the potential impact of the adoption of SFAS No. 162.



In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing income per share under the two-class method pursuant to SFAS No. 128, Earnings per Share. This guidance establishes that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Furthermore, all prior period earnings per share data presented shall be adjusted retrospectively to conform to the provisions of FSP EITF 03-6-1. The Company is currently evaluating the potential impact of the adoption of FSP EITF 03-6-1.







---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008





3.

Property and Equipment

|                      |        |                            |                                    |                                   
|--------------------- | ------ | -------------------------- | ---------------------------------- | ----------------------------------
|                      | Cost
$ | Accumulated
Amortization
$ | June 30, 2008
Net carrying value
$ | June 30, 2007
Net carrying value
$
|                      |        |                            |                                    |                                   
|                      |        |                            |                                    |                                   
|Computer hardware     | 2,001  | 1,780                      | 221                                | 888                               
|Exploration equipment | 83,127 | 22,715                     | 60,412                             | 77,037                            
|                      |        |                            |                                    |                                   
|                      | 85,128 | 24,495                     | 60,633                             | 77,925                            



|                      |        |                            |                                        |                                       
|--------------------- | ------ | -------------------------- | -------------------------------------- | --------------------------------------
|                      | Cost
$ | Accumulated
Amortization
$ | June 30,
    2007
Net carrying value
$ | June 30,
    2006
Net carrying value
$
|                      |        |                            |                                        |                                       
|                      |        |                            |                                        |                                       
|Computer hardware     | 2,001  | 1,113                      | 888                                    | 1,557                                 
|Exploration equipment | 83,127 | 6,090                      | 77,037                                 | -                                     
|                      |        |                            |                                        |                                       
|                      | 85,128 | 7,203                      | 77,925                                 | 1,557                                 



4.

Related Party Balances/Transactions



a)

The Company incurs $3,000 per month to a company, related by common management, for office administration and rent expense, on a month to month basis. Total rent expense for the year ended June 30, 2008 was $36,000 (2007:  $14,000).



b)

During the year ended June 30, 2008 the Company incurred a total of $264,024 (2007: $245,885) in administrative, management and consulting fees to directors, officers and a relative of a director.



c)

During the year ended June 30, 2008, the Company issued 2,975,000 common shares (2007: 1,075,000 common shares)  to directors, officers and a relative of a director for services at a fair value of $595,000 (2007: $598,125). These shares were valued at an estimated market value of $0.20 per share (2007: $0.41 per share).



d)

During the year ended June 30, 2008, the Company granted 4,020,000 stock options (2007:  4,660,000) to directors, officers and a relative of a director.



5.

Mineral Properties



a)

The Company entered into an agreement dated May 14, 2004 with the former President of the Company to acquire a 100% interest in seven mineral claims located in the Cariboo Mining Division, British Columbia, Canada, in consideration for the issuance of 7,500,000 shares of common stock.  The claims are registered in the name of the former President, who has executed several trust agreements whereby the former President agreed to hold the claims in trust on behalf of the Company.  . The Company, after evaluation of its exploration commitments on hand, decided not to proceed with exploration activities and accordingly abandoned its claims.



b)

The Company entered into an agreement dated August 1, 2005 to acquire a 100% interest in two mineral claims located in the Cariboo Mining Division, British Columbia, Canada, in consideration for $4,000 (paid) and the issuance of 300,000 shares of common stock (issued) with a fair value of $30,300. The Company, after evaluation of its exploration commitments on hand, decided not to proceed with exploration activities and accordingly abandoned its claims.



c)

The Company entered into a letter of intent dated March 10, 2006, for an option to acquire a 100% interest in 20 mineral claims located in Finland. The letter of intent is to be replaced by a formal agreement.  The Company paid $50,000 and upon the exercise of the option on August 25, 2006 issued 500,000 shares of common stock pursuant to the Finnish mineral property agreement.  The cost of the mineral property was initially capitalized. The Company recognized a cumulative impairment loss of $460,000 in fiscal 2007. The Company, after evaluation of its exploration commitments on hand, decided not to proceed with exploration activities in Finland and accordingly abandoned its reservation claims.







---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008



5.

Mineral Properties - continued



d)

The Company entered into a binding letter of intent dated May 2, 2006, for an option to acquire a 75% interest in 200 claims located in northern Quebec, Canada.  The vendor has the right and option to sell an additional 25% undivided interest in the property.  This agreement is subject to a royalty agreement dated May 27, 1992, as amended November 3, 1993.  The vendor had acquired a 100% interest in the property, subject to a 1% net smelter royalty (NSR) on certain claims, and a 0.5% NSR on other claims.  The vendor has the right to buy back half of the 1% NSR for $200,000 and half of the 0.5% NSR for $100,000.  In order to exercise its option, the Company must issue 2,000,000 shares of common stock  and 2,000,000 warrants, exercisable at $1.00 per share on or before June 1, 2009; and incur aggregate exploration expenditures in the amount of $2,000,000 on the property on or before August 31, 2008 (the "Earn In" period).  The Company has issued the 2,000,000 shares of common stock and warrants relating to the agreement, and incurred aggregate exploration expenditures of $6,602,059 as at June 30, 2008.



During the Earn In period, the vendor will have the additional option to sell its remaining 25% for 1,000,000 common shares and 1,000,000 warrants of the Company.   On February 28, 2007, the vendor exercised the option to sell the remaining 25% interest in the property, as such the Company issued 1,000,000 shares of common stock valued at $1,219,000 and 1,000,000 warrants valued at $752,985.



On August 15, 2006, the Company acquired an additional nineteen mineral claims contiguous to the property in consideration for a payment of $5,385 (CAD$6,000) as an acquisition fee, 150,000 common shares valued at $103,500 and 75,000 warrants valued at $34,961.  These shares and warrants were issued on October 4, 2006.  During the year ended June 30, 2008, the Company recognized an impairment loss of $143,846, as it had not yet been determined whether there were proven or probable reserves on the property.   As at June 30, 2008, the cumulative impairment loss is $143,846.



e)

On August 9, 2006, the Company acquired 69 mineral claims located within the Workman Creek Uranium District of central Arizona, and paid $52,244 in property and staking costs.  On September 4, 2007, the Company entered into an agreement to sell the 69 claims within the Workman Creek Uranium District of Central Arizona to Hawk Uranium Inc., a public company listed on the TSX Venture Exchange. The Company received 200,000 common shares of Hawk Uranium Inc. which is the sale price as contemplated in the sale agreement.



f)

On August 22, 2007, the Company entered into a joint venture agreement with Madagascar Minerals and Resources Sarl ("Madagascar"), a company incorporated under the laws of Madagascar. The joint venture is established with the Company owning a 75% undivided interest and Madagascar the remaining 25% interest. The consideration paid to Madagascar to acquire the 75% stake in the joint venture consists of a signing fee of $15,000, a payment of $750,000, and the issuance of 1,250,000 common shares and 500,000 share purchase warrants of the Company all within 30 days of the properties vesting in the joint venture.  Each share purchase warrant is exercisable at $1.00 per share for a period of 2 years from the date of issuance. On December 10, 2007, the Company issued 1,250,000 common shares valued at $375,000 based on the prevailing quoted market price of $0.30 per share and 500,000 share purchase warrants valued at $60,560 using the Black Scholes pricing model.  Accordingly the Company recognized an impairment loss of $1,200,560, as it has not yet been determined whether there are proven or probable reserves on the property.



The properties vesting in the joint venture are comprised of mineral permits consisting of 36 "squares" with each square representing approximately 6.25 sq. kilometers. The properties are located in the District of Toliara and are referenced as TN 12,306, P(R); TN 12,814, P(R); TN 12,887 P(R); TN 12,888 P(R); TN 13,020 P(R); TN 13,021 P(R) as issued by the Bureau de Cadastre Minier de Madagascar ("BCMM") pursuant to the Mining Code 1999 (as amended) and its implementing decrees.



The joint venture will operate under the name "Three Horses joint venture".  The Company will be responsible for all costs in connection with the joint venture until completion of a bankable feasibility report is prepared establishing that such ore body is of sufficient size and grade to justify development of a mine.  Madagascar will assist in obtaining all necessary approvals relating to exploration permits, permission and exploitation rights from local and governmental agencies and institutions with regulatory and statutory authority at the expense of the Company.  The Company will act as the operator of the joint venture with exclusive rights to direct and manage all exploration and other activities.







---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008



5.

Mineral Properties - continued

Following completion of the feasibility report, each party to the joint venture will make their contributions pari passu.  In the event that one or other of the parties is unable to make their contribution to funding, their shareholdings will be diluted accordingly.  In the event a shareholder's shareholding is diluted below 10% the remaining shareholding will be exchanged for a 2% net smelter return ("NSR").  The NSR may be acquired by the remaining shareholder at a price of $1,000,000 in cash or shares of the Company for the first 1% and at a price of $1,500,000 in cash or shares of the Company for the second 1%.



In the event either party to the joint venture or its associates acquires any squares within a perimeter of 10 kilometers, such squares acquired become part of the existing property and such property will be held by the joint venture.  Madagascar will have the right of first refusal on any dropped squares.



The Company can terminate the joint venture agreement on giving 60 days written notice. This notice shall be given to Madagascar who has a first right of refusal over the properties. Upon termination of the agreement, neither the Company (including any of its direct or indirect subsidiaries) nor Madagascar shall have any further obligations or liabilities to each other under this agreement.



g)

On September 25, 2007, the Company entered into an earn in option with Temex Resources Corp, ("Temex") a public Company listed on the TSX Venture Exchange. The Company will earn an undivided 50% interest in the "Merico Ethel" and "Yarrow" Property (collectively the "properties").  The "Merico Ethel" Property is comprised of 29 mining claims, 87 units and 3,480 acres in James, Truax and Tudhope Townships, as shown on claim sheets G  0225, G  0251 and G  3724 in the Larder Lake Mining Division, in the Province of Ontario and the "Yarrow" property is comprised of 3 mining claims, 27 units and 1,080 acres as shown on claim sheet G  0260 in the Larder Lake Mining Division, in the Province of Ontario. The earn in option is exercisable on or before June 30, 2008 (the "earn in date"). To exercise the option and earn an undivided 50% interest in the properties, the Company is required to pay  $50,000 (paid) on the execution of the agreement and incur not less than  $950,000 in exploration and development expenditures on or before the earn in date. As at June 30, 2008, the Company has incurred aggregate exploration expenditures of $834,345. Temex shall manage the initial exploration under the supervision of a technical committee and upon satisfying the above, a joint venture will be created to manage the properties.



These properties are subject to net smelter royalties ("NSR").  On the "Merico Ethyl" Property there is an aggregate 2% NSR payable to Jkate Explorations Inc. on metals produced from the property. Temex has a pre emptive right to purchase up to 1% of the NSR for $1,000,000.  On the Yarrow Property there is an aggregate 2% NSR payable to Raven Resources Inc. on metals produced from the property. Temex has a pre emptive right to purchase up to 1% of the NSR for $1,000,000.



6.

Common Stock



a)

On August 25, 2006 the Company issued 500,000 shares of common stock pursuant to the Finnish mineral property agreement as referred to in Note 5(c).



b)

On September 20, 2006, the Company entered into an agreement for the completion of a private placement involving the issuance of 500,000 share units at $0.50 per unit.  Each unit consists of one common share and one warrant. Each warrant will entitle the holder to purchase one common share at a price of $0.75 for a period of 3 years from the date of closing.  The terms of the share subscription agreements were subsequently amended to agree with the same terms and conditions as part of the larger private placement offering with respect to share units as referred to in note 6(m). The Company completed the closing on November 1, 2006.



c)

On September 25, 2006, the Company received $179,580 (CAD$200,000) in promissory note proceeds.  The funds were received from the note holder in order to participate in a future flow through financing.  In consideration for the funds, the Company issued 360,000 flow through units on January 4, 2007. Each flow through unit is comprised of one common share of the Company and one warrant.  One warrant will entitle the holder to acquire one common share of the Company at an exercise price of $0.75 per share for a period 24 months from date of issuance.  In connection with the financing, the Company paid a finder's fee equal to 7% of the gross proceeds raised equal to 25,200 share units. Each share unit consists of one common share and one warrant. The underlying warrant arising from the share unit is exercisable at $0.75 per unit for a period of two years from the date of issuance.







---







Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008



6.

Common Stock - continued



d)

On October 4, 2006, the Company issued 150,000 common shares with a fair value of $103,500 and 75,000 warrants in connection with the acquisition of nineteen claims contiguous to its mineral property in northern Quebec as described in Notes 5(d).  The warrants are exercisable at $1.00 per share for a period of three years from the date of issuance and have been valued using the Black Scholes option pricing model with an expected dividend yield of 0%, risk free rate of 4.50%, expected volatility of 108%, and expected life of 3 years.  The recorded fair value of $138,461 was initially capitalized as mineral property acquisition costs and then recognized as an impairment loss.



e)

On December 15, 2006, the Company issued 1,450,000 common shares to directors, officers and consultants at a fair value of $783,000 as compensation for services rendered. These shares were valued at an estimated fair market value of $0.54 per share after applying a discount to the quoted market price due to the long term restrictive nature of the shares issued. Related parties to the Company received 1,075,000 shares.



f)

Between November 24, 2006 and January 31, 2007, the Company closed a private placement comprising of 11,195,000 flow through share units and 22,905,000 share units for gross proceeds aggregating $17,050,000.  Each flow through share unit consists of one common share and one half warrant. Each whole warrant arising from the flow through share subscription is exercisable at $0.75 for one common share of the Company for a period of 2 years from the date of issuance. Each share unit consists of one common share and one whole warrant which is exercisable at $0.75 for one common share of the Company for a period of 2 years from the date of issuance. In connection with the above offering, the Company paid a cash commission of $778,790, issued to brokers and agents 891,850 common shares, 2,523,950 broker unit warrants and 82,800 broker warrants as part as the cost of issue.  The 2,523,950 broker unit warrants and the 82,800 broker warrants were valued at $2,154,015 using the Black Scholes option pricing model with the following assumptions: expected dividend rate 0%; risk free interest rate of 4.5%, expected volatility of 114% and an expected life of 2 years.



g)

On November 13, 2007, the Company issued 561,388 common shares with respect to the exercise of 2,010,000 "cashless" warrants as referred to in Note 6(f).



h)

On December 10, 2007, the Company issued 1,250,000 common shares, with a fair value of $375,000, and 500,000 warrants in connection with the acquisition of the Madagascar property as referred to in Note 5(f).  The warrants are exercisable at $1.00 per share for a period of two years from the date of issuance and have been valued using the Black Scholes option pricing model with an expected dividend yield of 0%, risk free rate of 4.20%, expected volatility of 126%, and expected life of 2 years.  The recorded fair value of the warrants of $60,560 was initially capitalized as mineral property acquisition costs and then recognized as an impairment loss.



i)

On December 21, 2007, the Company issued 2,975,000 common shares to directors, officers and consultants as compensation for services rendered at a fair value of $595,000.  The shares were valued at an estimated fair market value of $0.20 per share based on the prevailing quoted market price on the date of issue.



7.

Stock Options and Warrants



(i)

Stock Options



Effective March 8, 2006, the Company filed a Form S 8 Registration Statement in connection with its newly adopted 2006 Stock Option Plan ("the "2006 Plan") allowing for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 common shares.  On December 18, 2006 and February 16, 2007, the Stock Option Plan was amended to increase the stock option pool by an additional 8,000,000 common shares.  During the year ended June 30, 2008, the Company granted stock options to acquire 4,020,000 common shares at an exercise price of $0.59 per share.   The fair value for options granted was estimated at the date of grant using the Black Scholes option pricing model and the weighted average fair value of stock options granted during the period, was $0.4324 per share.  During the year ended June 30, 2008, the Company recorded stock based compensation on stock option issuance aggregating $2,629,983.









---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008





7.

Stock Options and Warrants - continued



The following table summarizes the continuity of the Company's stock options:



Number of
SharesWeighted average exercise price
$Outstanding, June 30, 2006980,2500.45Granted5,725,0000.66Expired(980,250)0.45Exercised(790,000)0.83Outstanding, June30, 20074,935,0000.63Granted4,020,0000.59Outstanding, June 30, 20088,955,0000.63


Additional information regarding options outstanding as at June 30, 2008 is as follows:

OutstandingExercisableExercise pricesNumber of
sharesWeighted
average
remaining
contractual
life (years)Weighted
average 
exercise priceNumber of
sharesWeighted
average 
exercise price$0.80515,0003.08$0.80515,000$0.80$0.851,450,0003.41$0.851,450,000$0.85$0.552,970,0003.70$0.552,970,000$0.55$0.594,020,0004.03$0.594,020,000$0.598,955,0003.76$0.638,955,000$0.63




On October 23, 2007, the 2,970,000 stock options granted on March 5, 2007 were re priced from an exercise price of $1.24 per share to $0.55 per share.  The Company recorded stock based compensation on the
price reduction resulting from the modification aggregating $89,100.



The weighted average assumptions used are as follows:

Years EndedJune 30,
2008June 30,
2007Expected dividend yield0%0%Risk-free interest rate4.61%4.29%Expected volatility121%111%Expected option life (in years)5.005.00








---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008





7.

Stock Options and Warrants (continued)



(ii)

Warrants



The following table summarizes the continuity of the Company's warrants:



Number of
WarrantsWeighted average 
 exercise price
$Outstanding, June 20, 20067,915,0000.79Granted33,144,2500.74Outstanding, June 30, 200741,059,2500.75Granted500,0001.00Exercised(2,010,000)0.27Expired(255,000)0.27Outstanding, June 30, 200839,294,2500.78


At June 30, 2008, the following share purchase warrants were outstanding:

Number of WarrantsExercise Price ($)Expiry Date2,000,0001.00June 1, 200975,0001.00October 4, 2009500,0000.75October 12, 200844,800(a)0.50November 20, 20082,650,0000.75November 20, 2008371,000(a)0.50December 11, 20087,765,0000.75December 13, 2008193,800(a)0.50December 13, 2008397,250(a)0.50December 15, 200814,870,0000.75December 22, 2008195,300(a)0.50December 22, 20081,086,000(a)0.50January 5, 20091,657,5000.75January 16, 200999,000(a)0.50January 16, 20092,020,0000.75January 19, 200981,000(a)0.50January 20, 200982,8000.50February 6, 200955,800(a)0.50February 6, 20091,000,0001.18February 28, 2009500,0001.00December 10, 20093,650,000(b)0.50April 26,
    201039,294,250




(a) broker units



b)

On April 2, 2008, the Company amended the 3,650,000 warrants issued to directors, officers and consultants on April 26, 2006. The exercise price was re-priced from $1.00 per share to $0.50 per share with an expiry date of April 26, 2010.









---





Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

June 30, 2008







8.

Income Taxes



Deferred income tax recovery differs from that which would be expected from applying the combined effective Canadian federal and provincial tax rates of approximately 35% (2007 36.12%) to loss before income taxes.  The components of net deferred tax liability, the statutory tax rate and the effective tax rate are indicated below:



|                                                     |  |                 |  |                
|---------------------------------------------------- |  | --------------- |  | ---------------
|                                                     |  | June 30,
2008
$ |  | June 30,
2007
$
|                                                     |  |                 |  |                
|Net Operating Losses                                 |  | 10,168,356      |  | 1,500,233      
|                                                     |  |                 |  |                
|Statutory Tax Rate                                   |  | 35%             |  | 36%            
|                                                     |  |                 |  |                
|Computed expected tax recovery                       |  | (3,558,925)     |  | (541,884)      
|                                                     |  |                 |  |                
|Tax effect of flow-through expenditures              |  | -               |  | 2,021,817      
|                                                     |  |                 |  |                
|Non-deductible expenses                              |  | 2,919,047       |  | -              
|                                                     |  |                 |  |                
|Foreign losses not tax effected                      |  | 365,517         |  | -              
|                                                     |  |                 |  |                
|Recognized benefit of prior years non-capital losses |  | (691,700)       |  | -              
|                                                     |  |                 |  |                
|Income tax (recovery) expense                        |  | (966,061)       |  | 1,479,933      



|                              |  |                 |  |                
|----------------------------- |  | --------------- |  | ---------------
|                              |  | June 30,
2008
$ |  | June 30,
2007
$
|                              |  |                 |  |                
|Deferred income tax liability |  |                 |  |                
|                              |  |                 |  |                
|Mineral properties            |  | (1,085,130)     |  | (2,021,817)    
|                              |  |                 |  |                
|Non-capital losses            |  | 571,258         |  | 541,884        
|                              |  |                 |  |                
|                              |  |                 |  |                
|Deferred tax liability        |  | (513,872)       |  | (1,479,933)    



At June 30, 2008, the Company had non-capital losses of approximately $1,969,857 available to offset future taxable income.  These losses expire as follows:



2027

1,075,675

2028

894,182



9.

Loss per Share



Basic and diluted loss per share is computed using the weighted average number of common shares outstanding.  Diluted EPS and the weighted average number of common shares exclude all potentially dilutive shares since their effect is anti dilutive.  Shares underlying these securities totaled approximately 71,636,357 as of June 30, 2008.











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Exhibit 3.3



ARTICLES OF MERGER
(See Attached)



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---

---

---

---







Exhibit 14.1



FINANCIAL CODE OF ETHICS



As a public company, it is of critical importance that Uranium Star Corp. (URST) filings with the  Securities  and Exchange  Commission  be accurate and timely.   Depending on their position with URST, employees may be called upon to provide information to assure that URST's public reports are complete, fair, and understandable.  URST expects all of its employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to URST's public disclosure requirements.



URST's Finance Department bears a special responsibility for promoting integrity throughout URST, with responsibilities to stakeholders both inside and outside of URST.  The Chief Executive  Officer (CEO), Chief Financial Officer or Principal Accounting Officer (CFO), and Finance  Department personnel have a special role both to adhere to the principles of integrity and also to ensure that a culture exists throughout URST as a whole that ensures the fair and timely reporting of URST's financial results and conditions.  Because of this special role, the CEO, CFO, and all members of URST's Finance Department are bound by URST's Financial Code of Ethics, and by accepting the Financial Code of Ethics, each agrees that they will:



- Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.



- Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in the reports and documents that URST files with, or submits to, government agencies and in other public communications.



- Comply with the rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.



- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.



- Respect the confidentiality of information acquired in the course of one's work, except when authorized or otherwise legally obligated to disclose.  Confidential information acquired in the course of one's work will not be used for personal advantage.



- Share job knowledge and maintain skills important and relevant to stakeholders needs.



- Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and in the community.



- Achieve responsible use of, and control over, all URST assets and resources employed by, or entrusted to yourself, and your department.



- Receive the full and active support and cooperation of URST's Officers, Sr. Staff, and all employees in the adherence to this Financial Code of Ethics.



- Promptly report to the CEO or CFO any conduct believed to be in violation of law or business ethics or in violation of any provision of this Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.  Further, to promptly report to the Chair of URST's Audit Committee such conduct if by the CEO or CFO or if they fail to correct such conduct by others in a reasonable period of time.







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Exhibit 23.1

Consent of Independent Auditors





[uranium10k092908006.gif]701 Evans Avenue

telephone:

(416) 626-6000

8th Floor

facsimile:

(416) 626-8650

Toronto, Ontario Canada

email:

info@mscm.ca

M9C 1A3

website:

www.mscm.ca





CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders

of Uranium Star Corp.,



We hereby provide our consent to the incorporation by reference, in this Annual Report on Form 10-K of Uranium Star Corp. of our report dated September 22, 2008 relating to the consolidated financial statements of Uranium Star Corp. for the period from July 1, 2007 through June 30, 2008.



Signed:  MSCM LLP



MSCM LLP

Toronto, Ontario

September 22, 2008















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Exhibit 31.1



Certification of CEO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

--------------------------------------------------------------------



I, J A Kirk McKinnon, certify that:



1.  I have reviewed this annual report on Form 10-K of Uranium Star Corp.;



2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;



4.  The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;





(c) Evaluated the effectiveness of the Issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) Disclosed in this report any change in the Issuers internal control over financial reporting that occurred during the Registrants fiscal quarter ending June 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting.



5.  The Registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditor and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):



(a) All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Dated:   October
18, 2008

/s/ J A Kirk McKinnon

J A Kirk McKinnon, Chief Executive Officer







---





Exhibit 31.2



Certification of CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

--------------------------------------------------------------------



I, Richard E. Schler, certify that:



1.  I have reviewed this annual report on Form 10-K of Uranium Star Corp.;



2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;



3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;



4.  The Registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:



(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



(c) Evaluated the effectiveness of the Issuers disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d) Disclosed in this report any change in the Issuers internal control over financial reporting that occurred during the Registrants fiscal quarter ending June 30, 2007 that has materially affected, or is reasonably likely to materially affect, the Issuers internal control over financial reporting.



5.  The Registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrants auditor and the audit committee of the Registrants board of directors (or persons performing the equivalent functions):



(a) All deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and



(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Dated:   October 18, 2008

/s/ Richard E. Schler

Richard E. Schler, Chief Financial Officer







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Exhibit 32.1



CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)





In connection with the annual report of Uranium Star Corp. (the "Company") on Form 10-K for the period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J A Kirk McKinnon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Dated:  October 18, 2008

/s/ J A Kirk McKinnon

J A Kirk McKinnon, Chief Executive Officer











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Exhibit 32.2



CERTIFICATIONS PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)





In connection with the annual report of Uranium Star Corp. (the "Company") on Form 10-K for the period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Richard E. Schler, Chief Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Dated:  October
18, 2008



/s/ Richard E. Schler

Richard E. Schler, Chief Financial Officer