U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-QSB





(Mark One)

|  |                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------
|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2007



OR



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



Commission file number000-51151



Uranium Star Corp.

(Name of small business issuer in its charter)





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



1000  141 Adelaide Street West, Toronto, Ontario M5H 3L5

(Address of principal executive offices)

_______________________

(416) 364-4986

(Issuers telephone number)

_______________________

Yukon Resources Corp.(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 par value per share

(Title of Class)

Check whether the issuer: (i) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈



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



As of  May 10, 2007, there were 66,849,969 shares of the registrant's common stock issued and outstanding.



Transitional Small Business Disclosure Format Yes   ̈    No   x



---





Uranium Star Corp.





Part I.  Financial Information

Page





Item 1.

Financial Statements and Notes to Financial Statements

1



Balance Sheets

F-1



Statements of Operations

F-2



Statements of Cash Flows

F-3



Notes to the Financial Statements

F-4



Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

2



Item 3

Controls and Procedures

14





Part II.  Other Information



Item 1.

Legal Proceedings

17



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

17



Item 3.

Defaults Upon Senior Securities

21



Item 4.

Submission of Matters to a Vote of Security Holders

21



Item 5.

Other Information

21



Item 6.

Exhibits

22



Signatures

23







---







PART I

FINANCIAL INFORMATION



Item 1.

Financial Statements and Notes to Financial Statements



PART 1 FINANCIAL INFORMATION



General



The accompanying reviewed financial statements have been prepared in accordance with the instructions to Form 10-QSB. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company's annual report on Form 10-KSB for the year ended June 30, 2006. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the nine months ended March 31, 2007 are not necessarily indicative of the results that can be expected for the year ending June 30, 2007.

.







---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

(Unaudited)



March 31, 2007



Index





Balance Sheets

F 1



Statements of Operations

F 2



Statements of Cash Flows

F 3



Notes to the Financial Statements

F 4







---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Interim Balance Sheets

(Expressed in US dollars)

(Unaudited)



|                                                                                                                                                           |              |            
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | -----------
|                                                                                                                                                           | March 31,    | June 30,   
|                                                                                                                                                           | 2007         | 2006       
|                                                                                                                                                           | $            | $          
|                                                                                                                                                           |              |            
|ASSETS                                                                                                                                                     |              |            
|                                                                                                                                                           |              |            
|Current Assets                                                                                                                                             |              |            
|                                                                                                                                                           |              |            
|Cash and term deposit                                                                                                                                      | 13,449,459   | 555,817    
|Stock subscription receivable                                                                                                                              | 50,000       | -          
|Prepaid expenses                                                                                                                                           | -            | 7,060      
|Exploration contract advances                                                                                                                              | 115,421      | -          
|Taxes recoverable                                                                                                                                          | 65,487       | -          
|Total current assets                                                                                                                                       | 13,680,367   | 562,877    
|                                                                                                                                                           |              |            
|Equipment (Note 3)                                                                                                                                         | 37,805       | 1,557      
|                                                                                                                                                           |              |            
|Total Assets                                                                                                                                               | 13,718,172   | 564,434    
|                                                                                                                                                           |              |            
|                                                                                                                                                           |              |            
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                       |              |            
|                                                                                                                                                           |              |            
|Current liabilities                                                                                                                                        |              |            
|                                                                                                                                                           |              |            
|Accounts payable                                                                                                                                           | 155,140      | 77,640     
|Due to related parties                                                                                                                                     | -            | 14,109     
|Total Liabilities                                                                                                                                          | 155,140      | 91,749     
|                                                                                                                                                           |              |            
|Commitments (Notes 1 and 8)                                                                                                                                |              |            
|                                                                                                                                                           |              |            
|Stockholders Equity                                                                                                                                       |              |            
|                                                                                                                                                           |              |            
|Common stock, 125,000,000 shares authorized (June 30, 2006  75,000,000), $0.001 par value, 66,778,183 issued and outstanding (June 30, 2006  27,455,000) | 66,777       | 27,455     
|                                                                                                                                                           |              |            
|Additional paid-in capital                                                                                                                                 | 34,577,659   | 9,813,288  
|                                                                                                                                                           |              |            
|Common stock subscribed                                                                                                                                    | -            | 255,000    
|                                                                                                                                                           |              |            
|Donated capital (Note 4)                                                                                                                                   | 20,750       | 20,750     
|                                                                                                                                                           |              |            
|Deficit accumulated during the exploration stage                                                                                                           | (21,102,154) | (9,643,808)
|Total stockholders equity                                                                                                                                 | 13,563,032   | 472,685    
|Total Liabilities and Stockholders Equity                                                                                                                 | 13,718,172   | 564,434    





F-1



---







Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Interim Statements of Operations

(Expressed in US dollars)

(Unaudited)





|                                       |                                                                 |                                 |                                 |              |           
|-------------------------------------- | --------------------------------------------------------------- | ------------------------------- | ------------------------------- | ------------ | ----------
|                                       | Accumulated From
March 1, 2004
(Date of Inception)
To March 31, | For the
3 months
Ended
March 31 | For the
9 months
Ended
March 31
|                                       | 2007                                                            | 2007                            | 2006                            | 2007         | 2006      
|                                       | $                                                               | $                               | $                               | $            | $         
|                                       |                                                                 |                                 |                                 |              |           
|Revenue                                | -                                                               | -                               | -                               | -            | -         
|                                       |                                                                 |                                 |                                 |              |           
|Expenses                               |                                                                 |                                 |                                 |              |           
|                                       |                                                                 |                                 |                                 |              |           
|Advertising                            | 8,720                                                           | -                               | -                               | -            | -         
|Amortization                           | 2,880                                                           | 2,101                           | 167                             | 2,435        | 278       
|Donated services and expenses (Note 4) | 18,750                                                          | -                               | 2,250                           | -            | 6,750     
|Foreign currency transaction gain      | 13,284                                                          | (57,837)                        | 493                             | 18,824       | (714)     
|General and administrative             | 12,318,841                                                      | 3,698,047                       | 369,576                         | 6,611,246    | 379,852   
|Impairment loss on mineral properties  | 5,766,248                                                       | 1,502,985                       | 10,000                          | 2,056,831    | 74,000    
|Mineral exploration                    | 2,324,844                                                       | 1,324,067                       | -                               | 2,235,985    | 22,479    
|Professional fees                      | 648,587                                                         | 270,323                         | 6,600                           | 533,025      | 25,850    
|Total expenses                         | 21,102,154                                                      | 6,739,686                       | 389,086                         | 11,458,346   | 508,495   
|Net loss                               | (21,102,154)                                                    | (6,739,686)                     | (389,086)                       | (11,458,346) | (508,495) 
|                                       |                                                                 |                                 |                                 |              |           
|Net Loss Per Share  Basic and Diluted | -                                                               | (0.10)                          | (0.02)                          | (0.27)       | (0.03)    
|                                       |                                                                 |                                 |                                 |              |           
|Weighted Average Shares Outstanding    | -                                                               | 66,778,183                      | 19,673,000                      | 42,293,915   | 19,097,000
|                                       |                                                                 |                                 |                                 |              |           







F-2

---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

Interim Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)



|                                                                           |                                                                       |                                        |                                       
|-------------------------------------------------------------------------- | --------------------------------------------------------------------- | -------------------------------------- | --------------------------------------
|                                                                           | Accumulated From
March 1, 2004
(Date of Inception)
To March 31
2007
$ | For the
9 months
Ended
March 31
2007
$ | For the
9 months
Ended
March 31
2006
$
|                                                                           |                                                                       |                                        |                                       
|Operating Activities                                                       |                                                                       |                                        |                                       
|                                                                           |                                                                       |                                        |                                       
|Net loss                                                                   | (21,102,154)                                                          | (11,458,346)                           | (508,495)                             
|                                                                           |                                                                       |                                        |                                       
|Adjustments to reconcile net loss to net cash
Used in operating activities |                                                                       |                                        |                                       
|Amortization                                                               | 2,880                                                                 | 2,435                                  | 278                                   
|Donated services and expenses                                              | 20,750                                                                | -                                      | 6,750                                 
|Foreign currency transaction gain                                          | -                                                                     | -                                      | (430)                                 
|Impairment loss on mineral properties                                      | 5,766,248                                                             | 2,056,831                              | 74,000                                
|Stock-based compensation                                                   | 11,941,851                                                            | 6,383,225                              | 309,554                               
|                                                                           |                                                                       |                                        |                                       
|Change in operating assets and liabilities                                 |                                                                       |                                        |                                       
|Prepaid expenses                                                           | -                                                                     | 7,060                                  | 1,137                                 
|Accounts payable and accrued liabilities                                   | 155,140                                                               | 77,500                                 | 2738                                  
|Due to related parties                                                     | -                                                                     | (14,109)                               | -                                     
|Exploration advances                                                       | (115,421)                                                             | (115,421)                              | -                                     
|Taxes recoverable                                                          | (65,487)                                                              | (65,487)                               | -                                     
|Net Cash Used in Operating Activities                                      | (3,396,193)                                                           | (3,126,312)                            | (114,468)                             
|                                                                           |                                                                       |                                        |                                       
|Investing Activities                                                       |                                                                       |                                        |                                       
|                                                                           |                                                                       |                                        |                                       
|Mineral property acquisition costs                                         | (378,575)                                                             | (326,275)                              | (14,000)                              
|Purchase of equipment                                                      | (40,685)                                                              | (38,683)                               | (2,001)                               
|Net Cash Used in Investing Activities                                      | (419,260)                                                             | (364,958)                              | (16,001)                              
|                                                                           |                                                                       |                                        |                                       
|Financing Activities                                                       |                                                                       |                                        |                                       
|                                                                           |                                                                       |                                        |                                       
|Proceeds from share subscriptions received                                 | 255,000                                                               | -                                      | -                                     
|Proceeds from issuance of common stock  net                               | 17,009,912                                                            | 16,384,912                             | 565,250                               
|Net Cash Provided By Financing Activities                                  | 17,264,912                                                            | 16,384,912                             | 565,250                               
|                                                                           |                                                                       |                                        |                                       
|Increase in Cash                                                           | 13,449,459                                                            | 12,893,642                             | 434,781                               
|                                                                           |                                                                       |                                        |                                       
|Cash  Beginning of Year                                                   | -                                                                     | 555,817                                | 31,199                                
|                                                                           |                                                                       |                                        |                                       
|Cash  End of Year                                                         | 13,449,459                                                            | 13,449,459                             | 465,980                               
|                                                                           |                                                                       |                                        |                                       
|                                                                           |                                                                       |                                        |                                       
|Non-cash Investing and Financing Activities                                |                                                                       |                                        |                                       
|Issuance of common stock for mineral property                              | 3,362,000                                                             | 1,630,000                              | 60,000                                
|Issuance of common stock for services                                      | 4,113,000                                                             | 783,000                                | -                                     
|                                                                           |                                                                       |                                        |                                       
|Supplemental Disclosure                                                    |                                                                       |                                        |                                       
|Interest Paid                                                              | -                                                                     | -                                      | -                                     
|Income taxes paid                                                          | -                                                                     | -                                      | -                                     
|                                                                           |                                                                       |                                        |                                       









F-3

---

Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2007

(Unaudited)







1.

Exploration Stage Company



The Company was incorporated in the State of Nevada on March 1, 2004. 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". 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 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 March 31, 2007, the Company has never generated any revenue and has accumulated losses of $21,102,154 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These 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)

Basis of Presentation

These 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 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 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 dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. 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 dilutive potential shares since their effect is anti dilutive. Shares underlying these securities totaled approximately 44,362,250 as of March  31, 2007.



d)

Comprehensive Loss

SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at March 31, 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in these financial statements.









F-4

---

Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2007

(Unaudited)





2.

Summary of Significant Accounting Policies (continued)



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)

Equipment

Equipment is stated at cost, less accumulated amortization, and consists 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 five years on a straight line basis.



g)

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 planned 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 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.



h)

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.



i)

Financial Instruments

Financial instruments, which include cash, prepaid expenses, accounts payable, accrued liabilities and amounts due to related parties 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.



j)

Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.



k)

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 benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.







F-5

---

Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2007

(Unaudited)





2.

Summary of Significant Accounting Policies (continued)



l)

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 financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.



m)

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.



n)

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109". FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. 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 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements Nos. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. 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 March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of FASB Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. 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.







F-6

---

Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2007

(Unaudited)





2.

Summary of Significant Accounting Policies (continued)



n)

Recent Accounting Pronouncements  (continued)

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements.  SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 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 September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements Nos. 87, 88, 106, and 132(R)". This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization.  This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. 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.





3.

Computer Equipment



|                      |        |              |                    |        
|--------------------- | ------ | ------------ | ------------------ | -------
|                      |        | Accumulated  | March 31           | June 30
|                      |        |              | 2007               | 2006   
|                      | Cost   | Amortization | Net carrying value
|                      | $      | $            | $                  | $      
|                      |        |              |                    |        
|Computer Equipment    | 2,001  | 946          | 1,055              | 1,557  
|Exploration equipment | 38,684 | 1,934        | 36,750             | -      
|                      | 40,685 | 2,880        | 37,805             | 1557   
|                      |        |              |                    |        



4.

Related Party Balances/Transactions



a)

For the nine months ended March 31, 2007, the Company recognized a total of $Nil (March 31, 2006 -  $4,500) for donated services and $Nil for donated rent (March 31, 2006 -  $2,250).  The Company incurs $3,000 per month to a related company for office administration and rent expense, on a month to month basis. Total rent expense for the nine months ended March 31, 2007 was $12,500 (March 31, 2006 -  $Nil).



b)

For the nine months ended March 31, 2007, the Company incurred a total of $146,185  (March 31, 2006 -  $NIL) in consulting fees to directors, officers and a relative of a director.



c)

On December 15, 2006, the Company issued 1,450,000 common shares to directors, officers and consultants at a fair value
of $783,000. These shares were valued at an estimated fair market value of $0.54 per share after applying a 50% 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.



d)

For the nine months ended March 31, 2007 the Company granted 4,900,000 stock options to directors, officers and a relative of a director as referred to in note 7(a).









F-7

---

Uranium Star Corp.

(An Exploration Stage Company)

Notes to the Financial Statements

March 31, 2007

(Unaudited)





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.



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 $60,000.



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 valued at $410,000.  The cost of the mineral property was initially capitalized.  For the nine  months ended March 31, 2007, the Company recognized an impairment loss of $410,000, as it has not yet been determined whether there are proven or probable reserves on the property.  As at March 31, 2007,  the cumulative impairment loss recognized was $460,000.



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% 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 $2,225,314 as at March 31, 2007.  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 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 and 75,000 warrants.  These shares and warrants were issued on October 4, 2006.  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 $750,000 and 1,000,000 warrants valued at $752,985. The shares were valued at an estimated fair market value of $0.75 per share after applying a 50% discount to the quoted market price due to the long-term restrictive nature of the shares issued. For the nine months ended March 31, 2007, the Company recognized an impairment loss of $1,646,831 as it has not yet been determined whether there are proven or probable reserves on the property.  The cumulative impairment loss as at March 31, 2007 is $5,242,248.



e)

On August 9, 2006, the Company acquired sixty nine mineral claims located within the Workman Creek Uranium District of central Arizona, and paid $52,244 in property and staking costs which was expensed in mineral exploration costs.



6.

Common Stock

a)

Between May 17, 2006 and June 2, 2006, the Company entered into various share subscription agreements for 255,000 share units at a price of $1.00 per unit for proceeds of $255,000.  Each unit consists of one share of common stock and one share purchase warrant. Each warrant will be exercisable at a price of $1.25 per share for a period of 2 years from the date of issuance.  On August 21, 2006, the Company cancelled 25,000 common shares and refunded $25,000 to a shareholder pursuant to the private placement.  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(g).  On January 16, 2007, the Company issued 460,000 common shares and 460,000 share purchase warrants. Each share purchase warrant is exercisable at $0.75 per share for a period of 2 years from the date of issuance.



b)

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).









F-8

---

Uranium Star Corp.

(An Exploration Stage Company

Notes to the Financial Statements

March 31, 2007

(Unaudited)





6.

Common Stock (continued)



c)

On September 20, 2006, the Company entered into an agreement for a 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 2 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(g). The Company completed the closing on November 1, 2006.



d)

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 agreed to issue 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 2 years 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 units is exercisable at $0.75 per unit for a period of two year from the date of issuance.



e)

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 note 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 recognized as an impairment loss.



f)

On December 15, 2006, the Company issued 1,450,000 common shares to directors, officers and consultants at a fair value $783,000 as a performance bonus. These shares were valued at an estimated fair market value of $0.54 per share after applying a 50% 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.



g)

Between November 24, 2006 and January 31, 2007,  the Company closed a private placement comprising of 10,835,000  flow through share units and 22,905,000 share units for gross proceeds aggregating  $16,870,000.  Each flow through share unit consists of one common share and one-half warrant. Each whole warrant arising from 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 $880,977 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 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 95% and an expected life of 2 years.







F-9



---

Uranium Star Corp.

(An Exploration Stage Company

Notes to the Financial Statements

March 31, 2007

(Unaudited)







7.

Stock Options and Warrants



(a) Stock Options

Effective March 9, 2006, the Company filed a Form S 8 Registration Statement in connection with its newly adopted 2006 Stock Option 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 4,000,000 common shares.  During the nine months ended March 31, 2007,  the Company granted stock options to acquire 5,725,000 common shares at an average  exercise price of $1.05  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 $0.91.  For the nine months ended March 31, 2007, the Company recorded stock based compensation of $5,600,224 as general and administrative expense.





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





|                              |                   |                                
|----------------------------- | ----------------- | -------------------------------
|                              | Number of
Options | Weighted
average
exercise price
|                              |                   | $                              
|Outstanding, June 30, 2005    | -                 | -                              
|Granted                       | 1,235,250         | 0.45                           
|Exercised                     | (255,000)         | 0.45                           
|Outstanding, June 30, 2006    | 980,250           | 0.45                           
|Granted                       | 5,725,000         | 1.05                           
|Expired                       | (980,250)         | 0.45                           
|Exercised                     | (610,000)         | 0.83                           
|Outstanding December 31, 2006 | 5,115,000         | 1.07                           





Additional information regarding options outstanding as at March 31, 2007 as follows:



|                 |                                 |                                                                 |                                 |             |      
|---------------- | ------------------------------- | --------------------------------------------------------------- | ------------------------------- | ----------- | -----
|Exercise price   | Number of
shares                | Outstanding
Weighted
average
remaining
contractual
life (years) | Weighted
average
exercise
price | Exercisable
|Number of
shares | Weighted
average
exercise
price
|$0.80            | 545,000                         | 4.25                                                            | $0.80                           | 545,000     | $0.80
|0.85             | 1,600,000                       | 4.67                                                            | 0.85                            | 1,600,000   | 0.85 
|1.24             | 2,970,000                       | 4.96                                                            | 1.24                            | 2,970,000   | 1.24 
|                 | 5,115,000                       | 4.79                                                            | 1.07                            | 5,115,000   | 1.07 
|                 |                                 |                                                                 |                                 |             |      



The weighted average assumptions used are as follows:

|                                |                 |              
|------------------------------- | --------------- | -------------
|                                | March  31,
2007 | June 30,
2006
|Expected dividend yield         | 0%              | 0%           
|Risk-free interest rate         | 4.29 - 4.50%    | 4.29%        
|Expected volatility             | 95 - 115%       | 123%         
|Expected option life (in years) | 5.00            | 2.00         









F-10

---

Uranium Star Corp.

(An Exploration Stage Company

Notes to the Financial Statements

March 31, 2007

(Unaudited)







(ii)

Warrants



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



|                            |                    |                                
|--------------------------- | ------------------ | -------------------------------
|                            | Number of
Warrants | Weighted
average
exercise price
|                            |                    | $                              
|Outstanding June 30, 2005   | -                  | -                              
|Issued                      | 7,915,000          | 0.79                           
|Outstanding June 30, 2006   | 7,915,000          | 0.79                           
|Granted                     | 33,144,250         | 0.75                           
|Outstanding, March 31, 2007 | 41,059,250         | 0.75                           



At March 31, 2007, the following share purchase warrants were outstanding:





(ii)

Warrants - continued



Number of warrantsExercise Price
$Expiry Date2,265,0000.27September 1, 20073,650,0001.00April 26, 20092,000,0001.00June 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, 2008397250(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, 200981,0000.50January 20, 200982,8000.50February 6, 200955,800(a)0.50February 6, 20091,000,0001.24February 28, 200941,059,2500.75




(a)

Broker units





8.           Commitment



Pursuant to the common share flow through financing in 2006 described in note 6 (c), (f) and (g), the Company is required to spend $5,597,500 by December 31, 2007 on Canadian Exploration Expenditures, under the 'look back' provision governing flow through shares.











F-11



---





Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Certain statements included in this Form 10-QSB, including, without limitation, statements related to anticipated cash flow sources and uses, and words including but not limited to anticipates, believes, plans, expects, future and similar statements or expressions, identify forward looking statements. Examples of forward-looking statements include, but are not limited to:  (a) projections of our revenues, capital expenditures, growth, prospects, dividends, capital structure and other financial matters; (b) statements of our plans and objectives; (c) statements of our future economic performance; (d) statements of assumptions underlying other statements and statements about us and our business relating to the future; and (e) any statements using the words "believes," "budget," "target," "goal," "anticipate," "expect," "plan," "outlook," "objective," "may," "project," "intend," "estimate," or similar expressions. Any forward-looking statements herein are subject to certain risks and uncertainties in the Companys business, including but not limited to, reliance on key customers and competition in its markets, market demand, product performance, technological developments, maintenance of relationships with key suppliers, difficulties of hiring or retaining key personnel and any changes in current accounting rules, all of which may be beyond the control of the Company. The Companys actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth therein.

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 quarterly report on Form 10-QSB should be read in conjunction with the Companys Financial Statements and Notes to Financial Statements included in its 2006 Annual Report on Form 10-KSB.

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.

BACKGROUND

Company Overview

We were incorporated in the State of Nevada on March 1, 2004 and established a fiscal year end of June 30. We are a start-up, exploration stage company engaged in the search for gold, uranium and other minerals. We have 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

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



2

---



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

Effective May 4, 2006, we entered into a binding letter of intent with Virginia Mines Inc., a Quebec, Canada Corporation.  Virginias shares are listed on the Toronto Stock Exchange under the symbol VGQ.  A formal letter agreement was executed as of May 12, 2006 regarding the terms upon which we have an option over certain claims held by Virginia.

Pursuant to our letter agreement with Virginia, we have the option to acquire, in joint venture, an undivided 75% participating interest in 200 claims located in the Labrador Trough in Northern Quebec.  We refer to these claims as the Sagar property.  Virginia has the right and option, but not the obligation, to sell us an additional 25% undivided interest in the Sagar property.  Our letter agreement with Virginia is subject to a royalty agreement dated May 27, 1992 between Virginia Gold Mines Inc.  (predecessor to Virginia Mines Inc.) and Pierre Poisson and Joanne Jones, and its amendments of May 10, 1993 and November 3, 1993.  Pursuant to the royalty agreement and amendments with Ms. Jones and Mr. Poisson, Virginia has acquired a 100% interest in the Sagar property, subject to a 1% net smelter return royalty on certain claims, and a 0.5% net smelter return royalty on other claims, owned by Ms. Jones and Mr. Poisson.  Virginia has 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.

As required under the letter agreement for the Sagar property, we issued 2,000,000 shares of our common stock to Virginia, together with warrants to purchase an additional 2,000,000 shares of our common stock, exercisable at $1.00 per share for a three year period from the date of issuance. Pursuant to the letter agreement, prior to August 31, 2008, we must also incur aggregate exploration expenditures in the amount of $2,000,000 on the Sagar property.

As at March 31, 2007, we have incurred an aggregate of $2,225,314 of exploration expenditures on the Sagar property.

As long as Virginia still owns a 25% participating interest in the property, Virginia will have the additional option, at its sole discretion, to sell its remaining 25% joint venture interest in the Sagar property to Uranium Star, subject to a royalty (as defined in the letter agreement with Virginia).  The payment required from Uranium Star for this option is the issuance of 1,000,000 common shares and 1,000,000 warrants to purchase shares of Uranium Star within 10 days of an exercise notice from Virginia.  The common share purchase warrants will be exercisable at a price equal to the weighted average closing price for Uranium Star's common shares for the 20 trading days preceding the date of grant.  They will be valid for a two year period from the date of issuance.  On February 28, 2007, Virginia exercise its option to sell 25% interest and the Company issued 1,000,000 common shares and 1,000,000 share warrants exercisable at $1.24 per common share for a period of 2 years from the date of issuance. As a result of the exercise, Uranium Star currently holds a 100% interest in the Sagar property, subject to the net smelter royal return previously discussed and a 1.5% royalty to Virginia. (Refer to page 15 for update on Uranium Stars purchase of the remaining 25% interest of the Sagar Property from Virginia.)

Should Uranium Star or the joint venture entity with Virginia discover a potentially exploitable gold deposit with an indicated resource outlined of at least 500,000 ounces of contained gold equivalent (for all precious metals), Virginia shall have, within 90 days of notice from Uranium Star of the discovery, a one-time right to re-acquire a 51% interest in the discovery by issuing a cash payment, or Virginia common shares equivalent to that amount, equal to two and a half times the current expenditures (as defined in our letter agreement with Virginia) incurred by Uranium Star on the discovery prior to Virginias election.  Upon receipt of the cash payment or its equivalent value in Virginias shares, a joint venture entity will immediately be formed between the parties with Virginia having a joint venture interest equal to 51% and Uranium Star having a joint venture interest equal to 49%.  Upon exercising its back-in right, Virginia would then become the operator of this property.



3

---



Sagar Property Highlights

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 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.

On June 2, 2006, we announced that we have retained Hadyn Butler, P.Geo. and Craig Scherba, P.Geo as independent qualified persons to author a report with respect to the Sagar property in compliance with Canada's National Instrument 43-101.

Ferderber Claims

Uranium Star has been granted the right to acquire 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 Quebec, 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 delivered a cash payment of Cdn$6,000, 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.



4

---



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.

Ferderber Claims Highlights

Mr. Ferderber has represented to us that the claims are all in good standing and will allow Uranium Star the necessary time to evaluate the property to determine the required exploration activity and subsequent expenditures, if any. Uranium Star must incur sufficient exploration expenditures to ensure that the necessary assessment requirements are satisfied in order to keep the claims in good standing. If Uranium Star elects not to maintain any claims in good standing, it must then provide Mr. Ferderber with sufficient notice to allow the applicable claim(s) to be put in good standing at Mr. Ferderbers sole discretion.

Mr. Ferderber and Uranium Star have agreed that their agreement will form the basis for drafting a more detailed purchase and sale agreement between the parties in conjunction with legal counsel. Uranium Star has issued all required cash payments and securities in order to exercise its option under this agreement and now holds title to a 100% undivided right, title and interest in and to the 19 mining claims outlined above. The formal purchase and sale agreement has not yet been concluded.

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.

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

Finland

We entered into a letter of intent dated March 10, 2006 with Apofas Ltd., for an option to acquire a 100% interest in 20 mineral claims located in Finland covering an area of about 150 square kilometers.  Seventeen of these claim reservations occur within the Paleo-Proterozoic Kusamo Schist Belt of northeastern Finland.  Past drilling within our claim area by Agricola Resources has intersected 0.33% uranium oxide (U3O8) over 0.90 metres.  The remaining reservations occur within the Koli geographic province of eastern Finland, which contains the past producing Paukkajanvaara unconformity style uranium deposit.

Of the 20 claim reservations identified in our letter of intent with Apofas, we were granted 19.5 by the Finnish government on April 12, 2006 totaling an area of approximately 150 square kilometers. Pursuant to the letter of intent, we acquired the exclusive right to stake claims on the reserved areas by making non-refundable cash payments of $50,000 and issuing 500,000 shares to Apofas.

Further to our agreement with Apofas, we also had exclusivity on any Uranium Star claim reservations Apofas identified or filed for a further one year period. Apofas did identify an additional 7 areas totaling approximately 49 square kilometers and filed claim reservations with the Finnish Government on our behalf. The additional claim reservations were approved by the Government on October 3, 2006. This brings our total claim reservation land package to approximately 199 square kilometers.



5

---





We have one year to complete our evaluation and determine which claim reservations will be converted into mining claims. We are currently up to date with our obligations for maintaining these property holdings in good standing.

The cost of the mineral property and the fair value ascribed to the 500,000 common shares was initially capitalized. As at March 31, 2007, we recognized a cumulative impairment loss of $460,000, as it has not yet been determined whether there are proven or probable reserves on this property.

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

Peters Creek  Initial property holding for
Uranium Star Corp.

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 placer claims are located in the Cariboo Mining Division in east central British Columbia, Canada.  The claims are registered in the name of Thornton Donaldson, who has executed several trust agreements with us, whereby he has 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 is $1,700 and this figure represents 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.  This agreement has a term of two years maturing August 1, 2007.  For administrative purposes, the above nine claims have been converted to three placer claims, one placer lease and one placer cell.

The placer claims are unencumbered and in good standing and there are no competitive conditions which affect the claims.  Further, there is no insurance covering the claims.  We believe that no insurance is necessary since the claims are unimproved and contain no buildings or improvements.

There is no assurance that a commercially viable mineral deposit exists on the claims.  Further exploration will be required before an evaluation as to the economic feasibility of the claims is determined.  It is our intention to incorporate a British Columbia subsidiary company and record the deed of ownership in the name of our subsidiary if gold is discovered on the claim and it appears that it would be economically viable to commercially mine the claim.

Between August 22, 2006 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 are currently up to date with all obligations required to maintain our property holdings in good standing.

Plan of Operation

Our plan of operations for the period until December 31, 2008 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, 2008.



6

---





|                                          |           |            |           
|----------------------------------------- | --------- | ---------- | ----------
|ESTIMATED EXPLORATION BUDGET             
|                                          | 2007      | 2008       | Totals    
|Sagar Project (includes Ferderber Claims) | 5,500,000 | 7,000,000  | 12,500,000
|Arizona                                   | 100,000   | 500,000    | 600,000   
|Finland                                   | 100,000   | -          | 100,000   
|Other                                     | 300,000   | 2,800,000  | 3,100,000 
|Totals                                    | 6,000,000 | 10,300,000 | 16,300,000

Sagar Property

The Sagar property is the Companys primary exploration target as it shows signs of possessing significant grades for both uranium and gold.

Given the encouraging results of the first phase of exploration, Uranium Star has commenced the following geophysical program.  The exploration programis being designed and implemented by GeoVector Management Inc. (GeoVector) of Ottawa, Ontario and Tiaga Consultants Ltd of Calgary, Alberta.

Exploration Program Summary

1.

OBJECTIVES

Eight target areas were identified for further investigation during the summer exploration program.  The main objectives were to "complete the process of project familiarization, to obtain a property-wide layer of chemical information, and to evaluate and prioritize the existing targets, in order to intelligently recommend further work (geophysics/drilling)".  The fieldwork consisted of a water survey (to delineate concealed uranium, gold and copper targets), quaternary investigations, and prospecting/reconnaissance geology.  In conjunction with this fieldwork, a significant amount of time was spent updating the GIS database.  The Sagar camp was refurbished and improved to provide a fully functional base camp, which can accommodate up to 16 field personnel.  For the period to March 31, 2007, we incurred an aggregate of approximately $2,225,314 for exploration expenses in connection with the Sagar property.

2.

GEOCHEMICAL SAMPLING

Uranium Stars geochemical consultant was on site from July 25 to August 9, 2006.  He conducted a comprehensive water-sampling program during which a total of 599 samples were collected from narrow streams and small ponds and these have been sent to Activation Laboratories for analysis.

3.

QUATERNARY INVESTIGATIONS

Uranium Stars quaternary specialist was on site from July 25 to August 11, 2006 during which time he undertook a general overview of the quaternary geology of the horst and environs, including obtaining 136 measurements of ice flow direction.  Particular attention was paid to the Mistamisk boulder field, where he carefully examined the various boulders, and collected eight site till samples as well as nine regional till samples.  These samples have been sent to Overburden Drilling Management in Ottawa for processing (gold grain count, assessment of the heavy metal concentrate, etc.), and the fine fraction has been sent to Activation Laboratories for analysis.



7

---





4.

GEOLOGY AND PROSPECTING

Reconnaissance geology and prospecting was conducted over the nine identified targets.  This work enabled GeoVector to become familiar with the geology and mineral showings of the northwestern Romanet Horst, which resulted in the discovery of several new showings and aided in the ongoing development of geological ideas and exploration strategy for the Sagar project.

Approximately 140 rock samples were collected during prospecting and geological reconnaissance.  Samples were collected from both previously known and from newly discovered mineralized showings and boulders.  These samples have similarly been sent to Activation Laboratories, and are being analyzed for a package of over 48 elements, including gold, copper, silver and uranium.

5.

PRIORITY TARGETS

Based on the summer work program a number of the initial targets were prioritized and these are summarized below.

A.

Royal Montreal Target

This target encompasses the Mistamisk boulder field, consisting of in the order of 150 boulders with an average grade of 50 g/t gold and 0.3% uranium (see press release of July 13, 2006).  A Uranium Star assay of a sample from a newly discovered boulder assayed 43.4 g/t gold and 1.45% uranium, confirming the high tenor previously reported from the boulder field.  Investigations into the quaternary geology in and adjacent to the boulder field suggest that the boulders were transported a relatively short distance (less than 5 km) in a north to north-northeast direction.  Gold was panned from the till underlying the boulder field, implying that the mineralized boulders are an integral part of the till, which in turn suggests that the source of the boulders could be determined by persistent examination of the till in three dimensions by utilizing overburden drilling.

B.

Capilano Target

A second priority target is an interpreted northwest-trending structure parallel to the margins of the Romanet Horst, located in the north-central part of the horst and controlling at least two gold-uranium showings-Eagle and Kish.  One possibility is that the mineralization seen on surface represents leakage from an underlying, larger deposit, likely associated with the Archean unconformity at the base of the horst.  Deep drilling would be necessary to test this theory.

C.

Crowbush Target

A major east-northeast trending geophysical discontinuity transects the Romanet Horst in the southern part of the Uranium Star claims.  This structure has not received much previous exploration attention.  New uranium occurrences were discovered along the structure, and new copper occurrences were found close to two previously known small copper showings, one in the western part of the structure and one in the eastern part.  Assays of three uranium grab samples from the eastern part (Paintbrush showing area) produced results ranging from 0.98 to 5.53% copper and 0.12 to 0.21 g/t gold.  Assays from the other occurrences within this structure are pending.

D.

St. Georges Target

The eastern margin of the horst contains a
number of polymetallic showings which include i) Osprey (GM) with previous reported grab samples of up to 4.88% uranium oxide (U3O8) and 5.3 g/t gold (different samples); ii) Le Geant (Chibtown), with previous grab samples of up to 2.25% copper (see Press Release of August 15, 2006); iii) Delhi Pacific, where previous drilling intersected 4.2% copper over 7.6 m; iv) Greywolf (Taché Lake), where previous drilling is reported to have intersected 3.5 g/t gold over 1m; v) Redtail (Simon), where highly radioactive felsic dikes cut fine-grained mafic rocks; and several other less significant copper-gold showings.  These showings have all been visited and sampled; assays are pending.



8

---





6.

KEY NEW BOULDER FIELD DISCOVERIES

GeoVectors work also resulted in the discovery of new radioactive boulder fields to the southwest of the Eagle showing and north of the original Mistamisk boulder field.  These will be followed up during the September field program.

7.

SEPTEMBER EXPLORATION PROGRAM

The September work will consist of 94 Km of line cutting on the Osprey and Redtail showings and over new occurrences on the Crowbrush Target.  Radiometrics, magnetics, prospecting and mapping will take place over the cut grid areas.  The cut lines will also be used for the planned winter 2007 IP survey.

The cost of the programs is estimated at $175,000.

Exploration Program Highlights.

The spectacular mineralization found in the Mistamisk Boulder Field has fueled an ongoing drive to discover its source.  The Mistamisk Boulder field is approximately 500 x 200 meters in size and contains which contains more than150 boulders.  In reports obtained by Virginia Mines, 70 tested boulders averaged 64.9g/t gold and 1.3% uranium, with values of up to 640 g/t gold and 4.11% uranium.  Uranium Star is the direct beneficiary of the extensive exploration efforts incurred by Hemlo, Inmet, Virginia Mines and LaForge, among others.  These efforts have provided very extensive insights through studies and exploration relating to the location of the Mistamisk Boulder field as well as Sagar property is characterized by an impressive amount of uranium, gold, copper and lead/zinc mineralization of different styles and potential deposit models.  Armed with this historical data, Uranium Star in the summer of 2006 conducted an extensive field exploration program.  The results of this program have provided 600 water samples, with some samples returning high levels of uranium, quaternary work that has confirmed the direction of the ice flow, and the discovery of new highly mineralized uranium boulders to the North and South of the Mistamisk Boulder field.  We now believe that the source area of the boulder field has been identified and is now exploring to quantify this conclusion.

On February 12, 2007, the Company announced  the start of its winter exploration program on its Sagar uranium-gold project, located in northeastern Quebec.  Work consisted of establishing a large line grid, geophysical surveys, extensive reverse circulation drilling and diamond drilling to vector in on the source of the uranium-gold mineralization seen in the Mistamisk boulder field.

Camp and Operating Infrastructure

A construction crew was mobilized at the Sagar site to construct and manage the initial camp. Equipment and fuel were mobilized to the area by Expedition Helicopters who are responsible for the procurement of a major portion of the required equipment as well as additional construction necessary for the field camp to accommodate a relatively large field crew. Expedition Helicopters will also supply a helicopter to transport drills and personnel.





9

---





Air Inuit supplied logistical expertise and aircraft for the on-going mobilization of fuel, equipment and personnel. Flights originated  from Schefferville and Kuujjuaq . Regular Air Inuit flights will be on-going into the Sagar camp in order to keep it supplied as well as fly out samples for subsequent assay. Norpaq Adventures provided operating infrastructure in Schefferville and assist in camp logistical management.

Exploration Schedule and Program

Following the completion of the camp, a line cutting and geophysical crew provided by Exsics Geophysics mobilized into camp.

RC drills, operated by Foraco Drilling out of North Bay and Northspan Exploration based in Kelowna B.C., mobilized to the property at the end of February and was operational by the beginning of March.

A consulting specialist from Overburden Drilling Management of Ottawa trained Uranium Star's staff in sample collection and quality control of the reverse circulation drilling samples. This group then performed heavy mineral concentration of the overburden samples and carry out gold grain counts on each sample. This allowed for an initial rapid turn around of information which allowed the Company to vector in on the source of the uranium-gold mineralization seen in the Mistamisk boulder field. Subsequent analysis will provide Uranium Star with a full suite of elements to vector in on the mineralized source area. Bedrock samples will be assayed for gold as well as a multi-element package which will provide valuable information with respect to mineralization and alteration. It is expected that approximately 6,000 meters of reverse circulation drilling will be completed in the 8-10 week duration of the winter exploration program.

Project Management

The project is being managed by Taiga Consultants out of Calgary who have worked with one of the Company's directors for 9 years on advanced exploration projects, two of which either are, or will be going into commercial production.

Diamond Drill Program

On March 5, 2007, the Company announced that two reverse circulation drills are in place on its Sagar uranium-gold project, located in Northern Quebec.

On March 27, 2007, the Company announced that a diamond drill operated by Cartwright Drilling out of Goose Bay has been mobilized to the Sagar Property in conjunction with the current major ongoing exploration program. The diamond drill is joining the two reverse circulation drills that have been in operation throughout the month of March.

The diamond drill will be used to follow up on the work done by the reverse circulation drills. This drill program is designed to define not only the source area of the spectacular mineralization found in the Mistamisk Boulder Field but also to investigate additional highly prospective targets within the Sagar Property including the Red Tail and Eagle zones.



10

---





Future Programs

Based on the positive and encouraging results from the recent exploration programs, we intend to continue to aggressively explore the Sagar property.  A first stage drill program has been developed based on all historical results and data for early spring with a second phase of drilling and additional exploration work to follow in the summer of 2007.  The second stage drill program will be based on all compiled results as well as the first stage drilling results.  We intend to spend approximately $5,500,000 on the Sagar and Ferderber Properties over the next 12 months bringing the cumulative total to $6,500,000.  Actual exploration programs and expenditures will be continually reviewed and approved by the Board of Directors in consultation with Uranium Stars consultants.

Workman Creek Uranium District Assets - Gila County, Arizona

Based on the initial property assessment and available historical data, the following exploration program is planned for the next 12 to 18 months:

·

compile existing historical data;

·

apply for and obtain required exploration/mining permits from all applicable regulatory bodies;

·

conduct environmental baseline study if required;

·

conduct comprehensive soil, vegetation and water sampling program; and

·

generate geological report summarizing results and outlining next phase of exploration.

An exploration budget of up to $100,000 is allocated for this project over the next 12 months.  Actual exploration programs and expenditures will be continually reviewed and approved by the Board of Directors in consultation with the Corporations Geologists.

Finland

We engaged an European based Geological Consulting Group to conduct a compilation of existing data and information and to provide us with an overview of the propertys potential. Based on this report and a macro discussion on Uranium opportunity in Finland, we have decided to put the Finland project on hold pending any additional information which may come to light to warrant further development.



We do not plan to conduct any additional significant exploration work on this property in the near future. Actual exploration programs and expenditures will be continually reviewed and approved by the Board of Directors in consultation with the Corporations Geologists.

Peters Creek

Currently, we do not plan to conduct any significant exploration work on this property.  The Corporation will perform any required work or permitting to ensure the property is kept in good standing.  Actual exploration programs and expenditures will be continually reviewed and approved by the Board of Directors in consultation with the Corporations Geologists.



11

---



Other Expenses

We anticipate 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 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.

Results of Operations

We have had no operating revenues since our inception on March 1, 2004 through to the quarter ended March 31, 2007. Our activities have been financed from the proceeds of sales of our common stock.

For the period from inception, March 1, 2004, to March 31, 2007, we incurred total expenses of $21,102,154.  These expenses included $5,766,248 in impairment losses on mineral properties, $648,587 in professional fees, a foreign exchange translation loss of $13,284 and general and administrative expenses of $12,318,841. We also incurred mineral exploration costs of $2,324,844.  We expensed a total of $12,500 for donated services and $6,250 for donated rent both provided by our formerPresident.





12

---





Liquidity and Capital Resources

As at March 31, 2007, the Company has working capital of $13,525,227 and accumulated losses of $21,102,154 since our inception.  Assuming we implement our estimated exploration budget as previously discussed, we anticipate having to raise additional funds in the third or fourth quarters of calendar year 2008.  However, depending on economic conditions, on any changes in our exploration budget and plan of operation and on facts and circumstances, we may determine to raise additional funds sooner or we may postpone such fund-raising.

Issuances of securities

We have funded our business to date from sales of our common stock.  During the nine months ended March 31, 2007, the Company completed the following private placements on our securities.

On July 30, 2006, the Company granted options to purchase up to 755,000 shares of the Companys common shares to certain of the Companys officers and consultants. The options are exercisable at a price of $0.80 per share and expire on July 31, 2011.

On August 25, 2006, we issued 500,000 common shares in consideration for of 19.5 mineral claims located in Finland. These shares were issued in reliance on the exemption for sales of securities not involving a public offering provided under Section 4(2) of the Securities Act.

On September 20, 2006, we entered into a private placement agreement to issue 500,000 share purchase units at $0.50 per unit. Each unit was to be comprised of one common share and one warrant exercisable for one common share at a price of $0.75 per share for a period of three years from the date of closing. A prepayment of $75,000 was received and the final payment of $175,000 was received on October 12, 2006. The terms of the share subscription agreement were subsequently amended to conform to the same terms and conditions as part of the larger private placement commencing on November 2006.  The shares and warrants issued, and commissions paid, in connection with this private placement are included in the discussion below regarding the private placements closed from November 1, 2006 to January 31, 2007.

On September 25, 2006, we raised approximately $179,580 (CAD$200,000) by issuing a promissory note.  On January 4, 2007, the promissory note was repaid and satisfied through the Company's issuance of 360,000 flow-through units at $0.50 per flow-through unit.  The shares and warrants issued, and commissions paid, in connection with this private placement are included in the discussion below regarding the private placements closed from November 1, 2006 to January 31, 2007.

We completed these issuances of securities in reliance upon the exemption provided by Section 4(2) under the Securities Act for a transaction not involving a public offering and Regulation D promulgated thereunder and pursuant to Regulation S of the Securities Act. All purchasers of common shares pursuant to Rule 903(a) and (b)(3) of Regulation S represented to us that they resided outside of, and were not citizens of, the United States. We did not engage in a distribution of this offering in the United States. Each purchaser represented his, her or its intention to acquire the securities for investment only and not with a view towards distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make and informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of these purchasers.





13

---





On October 4, 2006, we issued 150,000 shares of common stock and warrants exercisable for 75,000 shares of common stock in connection with our acquisition of 19 mining claims from Mr. Ferderber.  The warrants are exercisable at a price of $1.00 per share for three years from the date of issuance.  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 and in Section 4(2) and Section 4(6) of the Securities Act.

On November 27, 2006, the Company granted options to purchase up to 2,000,000 shares of the Companys common stock to certain of the Companys officers and consultants. The options are exercisable at a price of $0.85 per share and expire on November 26, 2011.  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 and in Section 4(2) and Section 4(6) of the Securities Act.

On December 15, 2006, we issued 1,450,000 shares of common stock to directors, officers and consultants at a fair value of $783,000.  Related parties to the Company received 1,075,000 shares of our common stock.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 and in Section 4(2) and Section 4(6) of the Securities Act.  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 and in Section 4(2) and Section 4(6) of the Securities Act..

Between November 1, 2006 and January 31, 2007, the Company issued approximately 11,195,000 flow-through units and approximately 23,865,000 common share units in connection with private placements.  Each flow-through unit was comprised of one common share and a warrant exercisable for one half of one common share.  Each common share unit was comprised of one common share and a warrant exercisable for one common share.  The resulting warrants exercised for 29,462,500 common shares that were issued to subscribers through these private placements are exercisable at a price of $0.75 per common share for a period of two years from the date of issuance.  Aggregate gross proceeds of approximately $17,530,000 (before commissions and other expenses) were raised through the offering.



In addition, in connection with these private placements, we paid the following commissions to finders, agents or brokers that represented or introduced certain investors who participated in the private placements:

aggregate cash commissions of approximately $880,977;

a total of 891,850 common shares;

·

warrants exercisable for a total of 2,523,950 common share units of the Company at a price of $0.50 per unit for a period of two years from the date of issuance, each unit being comprised of one common share and one warrant exercisable for one common share at a price of $0.75 per share; and

·

warrants exercisable for a total of 82,800 common shares at a price of $0.50 per share for a period of two years from the date of issuance.





14

---



The securities issued between November 1, 2006 and January 31, 2007 were issued outside the United States in reliance upon the exclusion from registration provided by Rule 903 of Regulation S promulgated pursuant to the Securities Act. All purchasers of common shares pursuant to Rule 903(a) and (b)(3) of Regulation S represented to us that they resided outside of, and were not citizens of, the United States. We did not engage in a distribution of this offering in the United States. Each purchaser represented his, her or its intention to acquire the securities for investment only and not with a view towards distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make and informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of these purchasers.

On February 19, 2007, pursuant to our letter agreement with Virginia Mines Inc. with respect to the Sagar property, we issued 1,000,000 shares and 1,000,000 warrants to Virginia.  The warrants are exercisable at a price equal to the weighted average closing price for our common stock for the 20 trading days preceding the date of grant.  These shares were issued pursuant to Rule 506 of Regulation D under the Securities Act, based on the following: (a) the investors confirmed to us that they were "accredited investors," as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

On March 12, 2007, the Company granted options to purchase up to 2,970,000 shares of the Companys common stock to certain of the Companys officers and consultants. The options are exercisable at a price of $1.24 per share and expire on March 11, 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 and in Section 4(2) and Section 4(6) of the Securities Act.

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 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 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.





15

---





Off-balance sheet arrangements

We have no off-balance sheet arrangements including arrangements that would effect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of March 31, 2007 were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the nine months ended March 31, 2007. There have not been any significant changes in the Companys critical accounting policies identified since the Company filed its Form 10-KSB as of June 30, 2006.



16



---





PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

There are no material currently pending legal proceedings to which the Company is a party and, to the Company's knowledge, no proceedings are contemplated against the Company.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds





Between May 17 and June 2, 2006, the Company entered into various share subscription agreements for 255,000 share units at a price of $1.00 per unit for proceeds of $255,000.  Each unit consists of one share of common stock and one share purchase warrant. Each warrant will be exercisable at a price of $1.25 per share for a period of two years from the date of issuance.  On August 21, 2006, the Company cancelled 25,000 common shares and refunded $25,000 to a shareholder pursuant to the private placement.  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 in November/December 2006.  On January 16, 2007, the Company issued 460,000 common shares and 460,000 share purchase warrants. Each share purchase warrant is exercisable at $0.75 per share for a period of two years from the date of issuance.  These securities 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 and in Section 4(2) and Section 4(6) of the Securities Act. These shares were issued pursuant to Rule 506 of Regulation D under the Securities Act, based on the following: (a) the investors confirmed to us that they were "accredited investors," as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.





On July 30, 2006, the Company granted options to purchase up to 755,000 shares of the Companys common shares to certain of the Companys officers and consultants. The options are exercisable at a price of $0.80 per share and expire on July 31, 2011.

On August 25, 2006, we issued 500,000 common shares in consideration for 19.5 mineral claims located in Finland.  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 and in Section 4(2) and Section 4(6) of the Securities Act.

On September 20, 2006, we entered into a private placement agreement to issue 500,000 share purchase units at $0.50 per unit. Each unit was to be comprised of one common share and one warrant exercisable for one common share at a price of $0.75 per share for a period of three years from the date of closing. A prepayment of $75,000 was received and the final payment of $175,000 was received on October 12, 2006. The terms of the share subscription agreement were subsequently amended to conform to the same terms and conditions as part of the larger private placement commencing on November 2006.  The shares and warrants issued, and commissions paid, in connection with this private placement are included in the discussion below regarding the private placements closed from November 1, 2006 to January 31, 2007.





17

---





On September 25, 2006, we raised approximately $179,580 (CAD$200,000) by issuing a promissory note.  On January 4, 2007, the promissory note was repaid and satisfied through the Company's issuance of 360,000 flow-through units at $0.50 per flow-through unit.  The shares and warrants issued, and commissions paid, in connection with this private placement are included in the discussion below regarding the private placements closed from November 1, 2006 to January 31, 2007.

We completed these issuances of securities in September of 2006 in reliance upon the exemption provided by Section 4(2) under the Securities Act for a transaction not involving a public offering and Regulation D promulgated thereunder and pursuant to Regulation S of the Securities Act. All purchasers of common shares pursuant to Rule 903(a) and (b)(3) of Regulation S represented to us that they resided outside of, and were not citizens of, the United States. We did not engage in a distribution of this offering in the United States. Each purchaser represented his, her or its intention to acquire the securities for investment only and not with a view towards distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make and informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved.

On October 4, 2006, we issued 150,000 shares of common stock and warrants exercisable for 75,000 shares of common stock in connection with our acquisition of 19 mining claims from Mr. Ferderber.  The warrants are exercisable at a price of $1.00 per share for three years from the date of issuance.  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 and in Section 4(2) and Section 4(6) of the Securities Act.

On November 27, 2006, the Company granted options to purchase up to 2,000,000 shares of the Companys common stock to certain of the Companys officers and consultants. The options are exercisable at a price of $0.85 per share and expire on November 26, 2011.  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 and in Section 4(2) and Section 4(6) of the Securities Act.

On December 15, 2006, we issued 1,450,000 shares of common stock to directors, officers and consultants at a fair value of $783,000.  Related parties to the Company received 1,075,000 shares of our common stock.
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 and in Section 4(2) and Section 4(6) of the Securities Act.  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 and in Section 4(2) and Section 4(6) of the Securities Act.

Between November 1, 2006 and January 31, 2007, the Company issued approximately 11,195,000 flow-through units and approximately 23,865,000 common share units in connection with private placements.  Each flow-through unit was comprised of one common share and a warrant exercisable for one half of one common share.  Each common share unit was comprised of one common share and a warrant exercisable for one common share.  The resulting warrants exercised for 29,462,500 common shares that were issued to subscribers through these private placements are exercisable at a price of $0.75 per common share for a period of two years from the date of issuance.  Aggregate gross proceeds of approximately $17,530,000 (before commissions and other expenses) were raised through the offering.





18

---







In addition, in connection with these private placements, we paid the following commissions to finders, agents or brokers that represented or introduced certain investors who participated in the private placements:

aggregate cash commissions of approximately $880,977;

a total of 891,850 common shares;



warrants exercisable for a total of 2,523,950 common share units of the Company at a price of $0.50 per unit for a period of two years from the date of issuance, each unit being comprised of one common share and one warrant exercisable for one common share at a price of $0.75 per share; and



warrants exercisable for a total of 82,800 common shares at a price of $0.50 per share for a period of two years from the date of issuance.



The securities issued between November 1, 2006 and January 31, 2007 were issued outside the United States in reliance upon the exclusion from registration provided by Rule 903 of Regulation S promulgated pursuant to the Securities Act. All purchasers of common shares pursuant to Rule 903(a) and (b)(3) of Regulation S represented to us that they resided outside of, and were not citizens of, the United States. We did not engage in a distribution of this offering in the United States. Each purchaser represented his, her or its intention to acquire the securities for investment only and not with a view towards distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make and informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of these purchasers.

On February 19, 2007, pursuant to our letter agreement with Virginia Mines Inc. with respect to the Sagar property, we issued 1,000,000 shares and 1,000,000 warrants to Virginia.  The warrants are exercisable at a price equal to the weighted average closing price for our common stock for the 20 trading days preceding the date of grant.  These shares were issued pursuant to Rule 506 of Regulation D under the Securities Act, based on the following: (a) the investors confirmed to us that they were "accredited investors," as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.





19

---





On March 12, 2007, the Company granted options to purchase up to 2,970,000 shares of the Companys common stock to certain of the Companys officers and consultants. The options are exercisable at a price of $1.24 per share and expire on March 11, 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 and in Section 4(2) and Section 4(6) of the Securities Act. These shares were issued pursuant to Rule 506 of Regulation D under the Securities Act, based on the following: (a) the investors confirmed to us that they were "accredited investors," as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were "restricted securities" for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; and (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.



Item 3.  Defaults upon Senior Securities



There were no defaults upon senior securities during the period ended March 31, 2007.



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



There were no matters submitted to the vote of securities holders during the quarter ended March 31, 2007.



Item 5.  Other Information

There is no information with respect to which information is not otherwise called for by this form.





20

---





Item 6.  Exhibits

|               |                                                                                            
|-------------- | -------------------------------------------------------------------------------------------
|Exhibit Number | Description                                                                                
|3.1            | Articles of Incorporation(1)                                                               
|3.2            | By-Laws(1)                                                                                 
|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)                        
|14.1           | Code of Ethics(5)                                                                          
|31.1           | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act 
|31.2           | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|32.1           | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|32.2           | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|99.1           | Summary Report on the Peter's Creek Placer Gold Property(6)                                
|99.2           | Progress Report on the Peter's Creek Gold Property(6)                                      
|99.3           | Peter's Creek Gold Property Outline(7)                                                     

(1)

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

(3)

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

(4)

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

(5)

Incorporated by referenced from the Exhibits to the
small business issuer's annual report on Form 10-KSB filed with the SEC on October 12, 2006.

(6)

Incorporated by referenced from the Exhibits to the
small business issuer'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.





21

---





SIGNATURES

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

URANIUM STAR CORP.

Date: May 14, 2007





By: /s/ J. A. Kirk McKinnon

J. A. Kirk McKinnon
Chief Executive Officer





/s/ Richard E. Schler

Richard E. Schler

Chief Financial Officer





22

---





Exhibit 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

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

In connection  with the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange  Act of 1934 on Form 10-QSB of Uranium Star Corp.(the "Company") for the period ended March 31, 2007, as filed with the Securities and Exchange  Commission on the date hereof (the "Report"), I, J. A. Kirk McKinnon, certify, pursuant to 18 U.S.C. Sec.1350, as  adopted  pursuant  to  Section  302 and 906 of the Sarbanes-Oxley Act of 2002, and pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, that:

1.

I , J. A. Kirk McKinnon, have reviewed the Report being filed;



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 small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer'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 small business issuer 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 small business 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.

Evaluated the effectiveness of the small business 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



c.

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and





23

---







5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal control over financial reporting.

Dated:  May 14, 2007



By: /s/ J. A. Kirk McKinnon

J. A. Kirk McKinnon
           Chief Executive Officer





24

---





Exhibit 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 and pursuant to Rule 13a-14b) and Rule 15d-14(b)(17 CFR  240.15d-14(b))  under the Securities Exchange Act of 1934and Section  1350 of Chapter 63 of Title 18 of the United States Code

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

In  connection  with the Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-QSB of Uranium Star Corp.(the "Company") for the period ended March 31, 2007, as filed with the Securities and Exchange  Commission on the date hereof (the "Report"), I,    Richard E. Schler, certify, pursuant to 18 U.S.C. Sec.1350, as  adopted  pursuant  to  Section  302 and 906 of the Sarbanes-Oxley Act of 2002, and pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, that:

1.

I , Richard E. Schler, have reviewed the Report being filed;



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 small business issuer as of, and for, the periods presented in this report;



4.

The small business issuer'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 small business issuer 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 small business 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.

Evaluated the effectiveness of the small business 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



c.

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and





25

---





5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer'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 small business issuer's internal control over financial reporting.



Dated:  May 14, 2007

/s/ Richard E. Schler

Richard E. Schler

Chief Financial Officer







26

---







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 Quarterly Report of Uranium Star Corp. (the "Company") on Form 10-QSB for the period ending March 31, 2007 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.



By/s/ J. A. Kirk McKinnon

J. A. Kirk McKinnon

Chief Executive Officer



Date:  May 14, 2007







27

---





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 Quarterly Report of Uranium Star Corp. (the "Company") on Form 10-QSB for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I,  Richard E. Schler, Chief Financial 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.



By/s/ Richard E. Schler

Richard E. Schler

Chief Financial Officer



Date:  May 14, 2007





28