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, 2008



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.)



520  141 Adelaide Street West, Toronto, Ontario M5H 3L5

(Address of principal executive offices)

_______________________

(416) 364-4986

(Issuers telephone number)

_______________________(Former Name or Former Address, if Changed Since Last Report)

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

_______________________



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

Large accelerated filer   ̈                    Accelerated filer   ̈                    Non–Accelerated filer   ̈ Small Business Issuer  x



As of  May 8, 2008, there were 71,636,357 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.

Interim Consolidated Financial Statements

1



Interim Consolidated Balance Sheets



F-1



Interim Consolidated Statements of Operations

F-2



Interim Consolidated Statements of Cash Flows

F-3



Notes to the Interim Consolidated Financial Statements

F-4



Item 2.

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

2



Item 3

Controls and Procedures

16





Part II.  Other Information



Item 1.

Legal Proceedings

18



Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

18



Item 3.

Defaults Upon Senior Securities

18



Item 4.

Submission of Matters to a Vote of Security Holders

18



Item 5.

Other Information

18



Item 6.

Exhibits

19



Signatures

20









---





PART I

FINANCIAL INFORMATION



Item 1.

Interim Consolidated Financial Statements and Notes to Interim Consolidated Financial Statements



General



The accompanying reviewed interim consolidated 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 consolidated financial statements included in the Company's annual report on Form 10-KSB for the year ended June 30, 2007. 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, 2008 are not necessarily indicative of the results that can be expected for the year ending June 30, 2008.





1



---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

(Unaudited)

(Expressed in US dollars)



March 31, 2008



Index





Interim Consolidated Balance Sheets

F 1



Statements of Interim Statement of Operations

F 2



Statements of Interim Statements of Cash Flows

F 3



Notes to the Interim Consolidated Financial Statements

F 4













---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Interim Consolidated Balance Sheets

(Expressed in US dollars)

(Unaudited)



|                                                                                                                                            |              |             
|------------------------------------------------------------------------------------------------------------------------------------------- | ------------ | ------------
|                                                                                                                                            |              |             
|                                                                                                                                            | March 31,    | June 30,    
|                                                                                                                                            | 2008         | 2007        
|                                                                                                                                            | $            | $           
|                                                                                                                                            |              |             
|ASSETS                                                                                                                                      |              |             
|                                                                                                                                            |              |             
|Current Assets                                                                                                                              |              |             
|                                                                                                                                            |              |             
|Cash and term deposit                                                                                                                       | 5,170,587    | 12,308,793  
|Marketable securities                                                                                                                       | 90,000       | -           
|Taxes recoverable                                                                                                                           | 2,178,508    | 910,579     
|                                                                                                                                            |              |             
|Total current assets                                                                                                                        | 7,439,095    | 13,219,372  
|                                                                                                                                            |              |             
|Property and Equipment (Note 3)                                                                                                             | 64,956       | 77,925      
|                                                                                                                                            |              |             
|Total Assets                                                                                                                                | 7,504,051    | 13,297,297  
|                                                                                                                                            |              |             
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                        |              |             
|                                                                                                                                            |              |             
|Current liabilities                                                                                                                         |              |             
|                                                                                                                                            |              |             
|Accounts payable                                                                                                                            | 116,248      | 520,483     
|                                                                                                                                            |              |             
|                                                                                                                                            |              |             
|Deferred tax liabilities                                                                                                                    | 1,383,726    | 1,479,933   
|                                                                                                                                            |              |             
|Total Liabilities                                                                                                                           | 1,499,974    | 2,000,416   
|                                                                                                                                            |              |             
|                                                                                                                                            |              |             
|Going Concern (Notes 1)                                                                                                                     |              |             
|                                                                                                                                            |              |             
|                                                                                                                                            |              |             
|                                                                                                                                            |              |             
|Stockholders Equity                                                                                                                        |              |             
|                                                                                                                                            |              |             
|Common stock, 175,000,000 shares authorized, $0.001 par value, 71,636,357 shares issued and outstanding (June 30, 2007  66,849,969 shares) | 71,635       | 66,849      
|                                                                                                                                            |              |             
|Additional paid-in capital                                                                                                                  | 38,303,969   | 35,243,212  
|                                                                                                                                            |              |             
|Accumulated Comprehensive Loss                                                                                                              | 16,000       | -           
|                                                                                                                                            |              |             
|Donated capital                                                                                                                             | 20,750       | 20,750      
|                                                                                                                                            |              |             
|Deficit accumulated during the exploration stage                                                                                            | (32,408,277) | (24,033,930)
|                                                                                                                                            |              |             
|Total stockholders equity                                                                                                                  | 6,004,077    | 11,296,881  
|                                                                                                                                            |              |             
|Total Liabilities and Stockholders Equity                                                                                                  | 7,504,051    | 13,297,297  
|                                                                                                                                            |              |             

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





F-1









---



Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Interim Consolidated 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 |           
|                                                              | 2008                                                            | 2008                            | 2007                            | 2008       | 2007      
|                                                              | $                                                               | $                               | $                               | $          | $         
|                                                              |                                                                 |                                 |                                 |            |           
|Revenue                                                       | -                                                               | -                               | -                               | -          | -         
|                                                              |                                                                 |                                 |                                 |            |           
|                                                              |                                                                 |                                 |                                 |            |           
|Expenses                                                      |                                                                 |                                 |                                 |            |           
|                                                              |                                                                 |                                 |                                 |            |           
|Advertising                                                   | 8,720                                                           | -                               | -                               | -          | -         
|Amortization                                                  | 20,172                                                          | 4,323                           | 2,101                           | 12,969     | 2,435     
|Donated services and expenses                                 | 18,750                                                          | -                               | -                               | -          | -         
|Foreign currency transaction (gain) loss                      | (675,332)                                                       | 3,455                           | (57,837)                        | (202,457)  | 18,824    
|General and administrative                                    | 1,859,445                                                       | 353,136                         | 3,978,047                       | 792,660    | 508,021   
|Impairment loss on mineral properties                         | 7,488,508                                                       | -                               | 1,222,985                       | 1,250,560  | 1,776,831 
|Mineral exploration                                           | 7,467,358                                                       | 673,476                         | 1,324,067                       | 4,086,431  | 2,235,985 
|Professional fees                                             | 1,099,819                                                       | 67,300                          | 270,323                         | 334,231    | 533,025   
|Stock based compensation (Note 7)                             | 14,487,459                                                      | -                               | -                               | 2,629,983  | 6,383,225 
|                                                              |                                                                 |                                 |                                 |            |           
|Loss from operations                                          | 31,774,899                                                      | 1,101,690                       | 6,739,686                       | 8,904,377  | 11,458,346
|                                                              |                                                                 |                                 |                                 |            |           
|Other income                                                  |                                                                 |                                 |                                 |            |           
|Interest income                                               | (567,608)                                                       | (46,226)                        | -                               | (260,383)  | -         
|Other income                                                  | (182,740)                                                       | (8,900)                         | -                               | (173,440)  | -         
|                                                              |                                                                 |                                 |                                 |            |           
|Total loss before provision for income taxes                  | 31,024,551                                                      | 1,046,564                       | 6,739,686                       | 8,470,554  | 11,458,346
|Income tax expense (recovery)                                 | 1,383,726                                                       | (55,408)                        | -                               | (96,207)   | -         
|                                                              |                                                                 |                                 |                                 |            |           
|Net loss                                                      | 32,408,277                                                      | 991,156                         | 6,739,686                       | 8,374,347  | 11,458,346
|Unrealized gain from investments in
    marketable securities | (16,000)                                                        | (2,000)                         | -                               | (16,000)   | -         
|                                                              |                                                                 |                                 |                                 |            |           
|Comprehensive loss                                            | 32,392,277                                                      | 989,156                         | 6,739,686                       | 8,358,347  | 11,458,346
|                                                              |                                                                 |                                 |                                 |            |           
|                                                              |                                                                 |                                 |                                 |            |           
|Net Loss Per Share  Basic and Diluted                        | -                                                               | (0.01)                          | (0.10)                          | (0.12)     | (0.27)    
|                                                              |                                                                 |                                 |                                 |            |           
|Weighted Average Shares Outstanding                           | -                                                               | 71,636,357                      | 66,778,183                      | 68,682,452 | 42,293,915
|                                                              |                                                                 |                                 |                                 |            |           

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











F - 2









---

Uranium Star Corp.

Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Consolidated Interim Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

|                                                                           |                                                                 |                                 |              | 
|-------------------------------------------------------------------------- | --------------------------------------------------------------- | ------------------------------- | ------------ | 
|                                                                           | Accumulated From
March 1, 2004
(Date of Inception)
To March 31, | For the
9 months
Ended
March 31
|                                                                           | 2008                                                            | 2008                            | 2007        
|                                                                           | $                                                               | $                               | $           
|Operating Activities                                                       |                                                                 |                                 |             
|                                                                           |                                                                 |                                 |             
|Net loss                                                                   | (32,408,277)                                                    | (8,374,347)                     | (11,458,346)
|                                                                           |                                                                 |                                 |             
|Adjustments to reconcile net loss to net cash
used in operating activities |                                                                 |                                 |             
|Amortization                                                               | 20,172                                                          | 12,969                          | 2,435       
|Non-cash proceeds received                                                 | (74,000)                                                        | (74,000)                        | -           
|Donated services expenses                                                  | 20,750                                                          | -                               | -           
|Deferred tax expense (recovery)                                            | 1,383,726                                                       | (96,207)                        | -           
|Impairment loss on mineral properties                                      | 7,488,508                                                       | 1,250,560                       | 1,776,831   
|Stock-based compensation                                                   | 14,487,459                                                      | 2,629,983                       | 6,383,225   
|                                                                           |                                                                 |                                 |             
|Change in operating assets and liabilities                                 |                                                                 |                                 |             
|Prepaid expenses                                                           | -                                                               | -                               | 7,060       
|Accounts payable and accrued liabilities                                   | 116,250                                                         | (404,235)                       | 77,500      
|Taxes recoverable                                                          | (2,178,508)                                                     | (1,267,929)                     | (14,109)    
|Due to related parties                                                     | -                                                               | -                               | (115,421)   
|Exploration advances                                                       | -                                                               | -                               | (65,487)    
|                                                                           |                                                                 |                                 |             
|Net Cash Used in Operating Activities                                      | (11,143,921)                                                    | (6,323,206)                     | (3,406,312) 
|                                                                           |                                                                 |                                 |             
|Investing Activities                                                       |                                                                 |                                 |             
|                                                                           |                                                                 |                                 |             
|Mineral property acquisition costs                                         | (899,845)                                                       | (815,000)                       | (46,275)    
|Purchase of property and equipment                                         | (85,129)                                                        | -                               | (38,683)    
|                                                                           |                                                                 |                                 |             
|Net Cash Used in Investing Activities                                      | (984,974)                                                       | (815,000)                       | (84,958)    
|                                                                           |                                                                 |                                 |             
|Financing Activities                                                       |                                                                 |                                 |             
|                                                                           |                                                                 |                                 |             
|Proceeds from promissory note                                              | 255,000                                                         | -                               | -           
|Proceeds from issuance of common stock - net                               | 17,044,482                                                      | -                               | 16,384,912  
|                                                                           |                                                                 |                                 |             
|Net Cash Provided By Financing Activities                                  | 17,299,482                                                      | -                               | 16,384,912  
|                                                                           |                                                                 |                                 |             
|Increase (Decrease) in Cash and Cash Equivalents                           | 5,170,687                                                       | (7,138,206)                     | 12,893,642  
|                                                                           |                                                                 |                                 |             
|Cash and Cash Equivalents  Beginning of Year                              | -                                                               | 12,308,793                      | 555,817     
|                                                                           |                                                                 |                                 |             
|Cash  and Cash Equivalents  End of Year                                   | 5,170,587                                                       | 5,170,587                       | 13,449,459  
|                                                                           |                                                                 |                                 |             
|                                                                           |                                                                 |                                 |             
|Non-cash Investing and Financing Activities                                |                                                                 |                                 |             
|Issuance of common stock for mineral properties                            | 3,838,850                                                       | 375,000                         | 1,630,000   
|Issuance of common stock for services                                      | 4,523,125                                                       | 595,000                         | 783,000     
|                                                                           |                                                                 |                                 |             
|Supplemental Disclosure                                                    |                                                                 |                                 |             
|Interest Paid                                                              | -                                                               | -                               | -           
|Income taxes paid                                                          | -                                                               | -                               | -           
|                                                                           |                                                                 |                                 |             

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

F-3







---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(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".  On December 11, 2007 the Company incorporated a subsidiary, Uranium Star (Mauritius) Ltd., in the country of Mauritius. The Company's principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.



These consolidated interim 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 revenues 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 stockholders, 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, 2008, the Company has never generated any revenue and has accumulated losses of $32,408,277 since inception. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These consolidated interim financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.



2.

Summary of Significant Accounting Policies



a)

Principals of Consolidation and  Basis of Presentation

The accompanying consolidated interim financial statements include the accounts of Uranium Star Corp. and its wholly owned subsidiary, Uranium Star (Mauritius) Ltd.  All inter-company accounts and transactions have been eliminated on consolidation.  These consolidated interim 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 US 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 (loss) per share (EPS) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common stockholders (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 EPS 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 48,249,250 as of March 31, 2008.



d)

Comprehensive Income (Loss)

SFAS No. 130, "Reporting Comprehensive Income", establishes standards for the reporting and display of comprehensive income, its components and accumulated balances.  As at March 31, 2008, the Company's only component of other comprehensive income is unrealized gains on marketable securities.



F - 4







---



Uranium Star Corp

(Formerly Yukon Resources Corp)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(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)

Marketable Securities

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



g)

Property and Equipment

Property and 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 5 years on a straight line basis.



h)

Mineral Property and Exploration 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 No. 144, "Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units of production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.



i)

Long Lived Assets

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



j)

Financial Instruments

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



k)

Interim Consolidated Financial Statements

These unaudited interim consolidated 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.



F - 5







---

Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

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



m)

Stock Based Compensation

Prior to July 1, 2005, 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 July 1, 2005, 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 July 1, 2005. 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)

Income Taxes

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



In July 2006, FASB issued Interpretation No. 48," Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109" ) ("FIN 48"), which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company adopted the provisions of FIN 48 on July 1, 2007.  The Company recognized no material adjustment in the liability for unrecognized income tax benefits as a result of the adoption, and at the adoption date of July 1, 2007 there were no unrecognized tax benefits that would affect the effective tax rate if recognized. At March 31, 2008 the Company had no unrecognized tax benefits. Management does not believe unrecognized tax benefits will significantly change within twelve months of the reporting date.  Interest and penalties are related to income tax matters are recognized in income tax expense. As of March 31, 2008 there is no accrued interest related to uncertain tax positions.







F -6









---

Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)





2. Summary of Significant Accounting Policies (continued)



o)

Recent Accounting Pronouncements

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



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



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



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

















F - 7







---

Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)







3.

Property and Equipment

|                      |        |              |                    |         
|--------------------- | ------ | ------------ | ------------------ | --------
|                      |        |              | March 31,          | June 30,
|                      |        | Accumulated  | 2008               | 2007    
|                      | Cost   | Amortization | Net carrying value
|                      | $      | $            | $                  | $       
|                      |        |              |                    |         
|Computer Equipment    | 2,001  | 1,613        | 388                | 888     
|Exploration equipment | 83,128 | 18,560       | 64,568             | 77,037  
|                      |        |              |                    |         
|                      | 85,129 | 20,173       | 64,956             | 77,925  



4.

Related Party Transactions



a)

The Company incurs $3,000 per month in fees from a company related by common management for office administration and rent expense, on a month to month basis. Total rent expense for the nine months ended March 31, 2008 was $27,000 (March 31, 2007 - $12,500).

b)

For the nine months ended March 31, 2008, the Company incurred a total of $271,500 (March 31, 2007-   $146,185) in consulting fees to directors, officers and a relative of a director.

c)

For the nine months ended March 31, 2008, the Company issued 2,425,000 common shares to directors, officers and a relative of a director for their services at a fair value of $485,000.

d)

For the nine months ended March 31, 2008, the Company granted 3,425,000 stock options to directors, officers and a relative of a director.



Related party transactions are in the normal course of business and are measured at the exchange value as agreed to between the related parties.



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 $30,300. On December 10, 2007, the Company divested of the property for gross proceeds of $1,000.









F - 8









---







Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)



5.

Mineral Properties - (continued)



c)

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



d)

The Company entered into a binding letter of intent dated May 2, 2006, for an option to acquire a 75% interest in 200 claims located in northern Quebec, Canada.  The vendor has the right and option to sell an additional 25% undivided interest in the property.  This agreement is subject to a royalty agreement dated May 27, 1992, as amended November 3, 1993.  The vendor had acquired a 100% interest in the property, subject to a 1% net smelter royalty (NSR) on certain claims, and a 0.5% NSR on other claims.  The vendor has the right to buy back half of the 1% NSR for $200,000 and half of the 0.5% NSR for $100,000.  In order to exercise its option, the Company must issue 2,000,000 shares of common stock  and 2,000,000 warrants, exercisable at $1.00 per share on or before June 1, 2009; and incur aggregate exploration expenditures in the amount of $2,000,000 on the property on or before August 31, 2008 (the "Earn In" period).  The Company has issued the 2,000,000 shares of common stock and warrants relating to the agreement, and incurred aggregate exploration expenditures of $6,742,021as at March 31, 2008.



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



On August 15, 2006, the Company acquired an additional nineteen mineral claims contiguous to the property in consideration for a payment of $5,385 (CAD$6,000) as an acquisition fee, 150,000 common shares valued at $103,500 and 75,000 warrants valued at $34,961.  These shares and warrants were issued on October 4, 2006.  During the year ended June 30, 2007, the Company recognized an impairment loss of $143,846, as it had not yet been determined whether there were proven or probable reserves on the property.   As at March 31, 2008, the cumulative impairment loss is $143,846.



e)

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



f)

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







F - 9







---







Uranium Star Corp.

Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)



5.

Mineral Properties - (continued)



The properties vesting in the joint venture are comprised of mineral permits consisting of 36 "squares" with each square representing approximately 26.5 sq. kilometers. The properties are located in the District of Toliara and are referenced as TN 12,306, P(R); TN 12,814, P(R); TN 12,887 P(R); TN 12,888 P(R); TN 13,020 P(R); TN 13,021 P(R) as issued by the Bureau de Cadastre Minier de Madagascar ("BCMM") pursuant to the Mining Code 1999 (as amended) and its implementing decrees.



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





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



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



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



g)

On September 25, 2007, the Company entered into an earn in option with Temex Resources Corp, ("Temex") a public Company listed on the TSX Venture Exchange. The Company will earn an undivided 50% interest in the "Merico Ethel" and "Yarrow" Property (collectively the "properties").  The "Merico Ethel" Property  is comprised of 29 mining claims, 87 units and 3,480 acres in James, Truax and Tudhope Townships, as shown on claim sheets G -0225, G- 0251 and G- 3724 in the Larder Lake Mining Division, in the Province of Ontario and the "Yarrow" property is comprised of 3 mining claims, 27 units and 1,080 acres as shown on claim sheet G- 0260 in the Larder Lake Mining Division, in the Province of Ontario. The earn in option is exercisable on or before June 30, 2008 (the "earn in date"). To exercise the option and earn an undivided 50% interest in the properties, the Company is required to pay  $50,000 (paid) on the execution of the agreement and incur not less than  $950,000 in exploration and development expenditures on or before the earn in date. As at March 31, 2008, the Company has incurred aggregate exploration expenditures of $834,345. Temex shall manage the initial exploration under the supervision of a technical committee and upon satisfying the above, a joint venture will be created to manage the properties.



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





F - 10









---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)



6.             Common Stock



a)

On August 5, 2005, the Company issued 300,000 split adjusted shares of common stock with a fair value of $30,300 for the acquisition of mineral claims as referred to in Note 5(b).



b)

On September 1, 2005, the Company completed a private placement offering consisting of 2,265,000 split adjusted units of the Company at a purchase price of $0.20 per unit for proceeds of $450,500 after issue costs of $2,500. Each unit consisted of one common share of the Company and one share purchase warrant.



c)

On September 26, 2005, the Company completed a forward stock split on the basis of three new shares of common stock in exchange for every one old share of common stock outstanding. All per share amounts have been retroactively restated to reflect the forward stock split.



d)

On March 23, 2006, the Company issued 255,000 shares upon the exercise of stock options at $0.45 per share for cash proceeds of $114,750.



e)

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 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 for 230,000 shares valued at $1.00 each were subsequently amended to agree with the same terms and conditions as part of the larger private placement offering with respect to share units as referred to in Note 6(m).  On January 16, 2007, the Company issued 460,000 common shares and 460,000 share purchase warrants. Each share purchase warrant is exercisable at $0.50 per share for a period of 2 years from the date of issuance.



f)

On April 26, 2006, the Company issued 5,550,000 shares of common stock to directors, officers and consultants as compensation for services rendered at a fair value of $3,330,000.  The shares were valued at an estimated fair market value of $0.60 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 3,575,000 shares.  The directors, officers and consultants also received 3,650,000 warrants, exercisable at $1.00 per share on or before April 26, 2009.  These warrants have been recorded at a value of $1,919,072 and classified as stock based compensation on the statement of operations.  Related parties to the Company received 2,400,000 of these warrants.



g)

On June 2, 2006, pursuant to the mineral property agreement described in Note 5(d), the Company issued 2,000,000 shares and 2,000,000 warrants to the Vendor of the property.  The shares were valued at an estimated fair market value of $0.85 per share after applying a 50% discount to the quoted market price due to the long term restrictive nature of the shares issued.  The warrants are exercisable at $1.00 per share on or before June 1, 2009 and have been recorded at fair value, using the Black Scholes option pricing model, of $1,925,117 and was initially capitalized as mineral property acquisition costs and then recognized as an impairment loss.



h)

On August 25, 2006, the Company issued 500,000 shares of common shares valued at $410,000 pursuant to the Finnish mineral property agreement as referred to in Note 5(c).



i)

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





F - 11







---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)





6.

Common Stock (continued)



(j)

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



k)

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 the warrants of $138,461 was initially capitalized as mineral property acquisition costs and then recognized as an impairment loss.



l)

On December 15, 2006, the Company issued 1,450,000 common shares to directors, officers and consultants at a fair value of $598,125 as compensation for services rendered. These shares were valued at an estimated fair market value of $0.41 per share after applying a 50% discount to the quoted market price due to the long term restrictive nature of the shares issued.



m)

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



n)

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



o)

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



p)

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







F - 12







---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)



7.

Stock Options and Warrants



(i)

Stock Options



Effective March 8, 2006, the Company filed a Form S-8 Registration Statement in connection with its newly adopted 2006 Stock Option Plan ("the "2006 Plan") allowing for the direct award of shares or granting of stock options to acquire up to a total of 2,000,000 common shares.  On December 18, 2006 and February 16, 2007, the Stock Option Plan was amended to increase the stock option pool by an additional 8,000,000 common shares.  During the nine months ended March 31, 2008, the Company granted stock options to acquire 4,020,000 common shares at an exercise price of $0.59 per share.   The fair value for options granted was estimated at the date of grant using the Black Scholes option pricing model and the weighted average fair value of stock options granted during the period, was $0.4324 per share.  During the nine months ended March 31, 2008, the Company recorded stock based compensation on stock option issuance aggregating $2,629,983.



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



|                            |                   |                                
|--------------------------- | ----------------- | -------------------------------
|                            |                   |                                
|                            | Number of
Options | Weighted
average
exercise price
|                            |                   | $                              
|Outstanding, June 30, 2006  | 980,250           | 0.45                           
|Granted                     | 5,725,000         | 0.66                           
|Expired                     | (980,250)         | 0.45                           
|Exercised                   | (790,000)         | 0.83                           
|Outstanding, June 30, 2007  | 4,935,000         | 0.63                           
|Granted                     | 4,020,000         | 0.59                           
|Outstanding, March 31, 2008 | 8,955,000         | 0.63                           



Additional information regarding options outstanding as at March 31, 2008 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            | 515,000                         | 3.33                                                            | $0.80                           | 515,000     | $0.80
|$0.85            | 1,450,000                       | 3.66                                                            | $0.85                           | 1,450,000   | $0.85
|$0.55            | 2,970,000                       | 3.95                                                            | $0.55                           | 2,970,000   | $0.55
|$0.59            | 4,020,000                       | 4.28                                                            | $0.59                           | 4.020,000   | $0.59
|                 |                                 |                                                                 |                                 |             |      
|                 | 8,955,000                       | 4.01                                                            | $0.63                           | 8,955,000   | $0.63
|                 |                                 |                                                                 |                                 |             |      



F - 13







---







Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)





7.

Stock Options and Warrants (continued)



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



The weighted average assumptions used are as follows:







|                                |                |              
|------------------------------- | -------------- | -------------
|                                | March 31,
2007 | June 30,
2007
|Expected dividend yield         | 0%             | 0%           
|Risk-free interest rate         | 4.61%          | 4.29%        
|Expected volatility             | 121%           | 111%         
|Expected option life (in years) | 5.00           | 5.00         







(ii)

Warrants



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



|                            |                    |                                     
|--------------------------- | ------------------ | ------------------------------------
|                            | Number of
Warrants | Weighted
average
exercise price  ($)
|Outstanding June 30, 2006   | 7,915,000          | 0.79                                
|Granted                     | 33,144,250         | 0.74                                
|Outstanding June 30, 2007   | 41,059,250         | 0.75                                
|Granted                     | 500,000            | 1.00                                
|Exercised                   | (2,010,000)        | 0.27                                
|Expired                     | (255,000)          | 0.27                                
|Outstanding, March 31, 2008 | 39,294,250         | 0.78                                























F -14









---





Uranium Star Corp.

(Formerly Yukon Resources Corp.)

(An Exploration Stage Company)

Notes to the Interim Consolidated Financial Statements

March 31, 2008

(Expressed in US dollars)

(Unaudited)



(ii)

Warrants (continued)





At March 31, 2008, the following share purchase warrants were outstanding:



|                   |     |                    |                  
|------------------ | --- | ------------------ | -----------------
|Number of warrants |     | Exercise Price ($) | Expiry Date      
|3,650,000          |     | 1.00               | April 26, 2009   
|2,000,000          |     | 1.00               | June 1, 2009     
|75,000             |     | 1.00               | October 4, 2009  
|500,000            |     | 0.75               | October 12, 2008 
|44,800             | (a) | 0.50               | November 20, 2008
|2,650,000          |     | 0.75               | November 20, 2008
|371,000            | (a) | 0.50               | December 11, 2008
|7,765,000          |     | 0.75               | December 13, 2008
|193,800            | (a) | 0.50               | December 13, 2008
|397,250            | (a) | 0.50               | December 15, 2008
|14,870,000         |     | 0.75               | December 22, 2008
|195,300            | (a) | 0.50               | December 22, 2008
|1,086,000          | (a) | 0.50               | January 5, 2009  
|1,657,500          |     | 0.75               | January 16, 2009 
|99,000             | (a) | 0.50               | January 16, 2009 
|2,020,000          |     | 0.75               | January 19, 2009 
|81,000             |     | 0.50               | January 20, 2009 
|82,800             |     | 0.50               | February 6, 2009 
|55,800             | (a) | 0.50               | February 6, 2009 
|1,000,000          |     | 1.18               | February 28, 2009
|500,000            |     | 1.00               | December 10,2009 
|39,294,250         |     |                    |                  
|                   |     |                    |                  



(a)

broker units





F-15







---







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 business of Uranium Star Corp. (Uranium Star or the Company), 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 2007 Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on September 28, 2007.

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



BACKGROUND

Company Overview

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

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

Business Development

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



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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.





Competitive Conditions



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



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

Property Description and Location



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



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



Agreement



On May 4, 2006, Virginia Mines Inc. (Virginia) and the Company entered into a binding agreement whereby the Company was granted an option to acquire an undivided 75% participating interest in 200 claims constituting the Sagar Property located in the Labrador Trough in Northern Québec.  Under the terms of this agreement, the Company had the option to earn a 75% interest in the Sagar Property by issuing to Virginia 2,000,000 common shares and 2,000,000 common share purchase warrants of the Company, each warrant entitling Virginia to acquire one common share of the Company at a price of US$1.00 for a period of three years from the date of issue thereof, and by incurring total exploration expenditures of $2,000,000 on the Sagar Property by August 2008.  Furthermore, Virginia had the option, at any time, to sell its remaining 25% participating interest in the Sagar Property in consideration for the issue to it of 1,000,000 common shares and 1,000,000 common share purchase warrants of the Company.  The common share purchase warrants shall be exercisable at a price equal to the 20-trading day weighted average closing price preceding the selling date, and shall be valid for a period of two years from the date of issuance.  Upon the Company earning a 100% interest in the Sagar Property, Virginia shall retain a 1.5% royalty (NSR).  In the event of a gold discovery on the Sagar Property with an NI 43-101 indicated resource of no less than 500,000 ounces, Virginia shall be entitled to exercise a back-in right to re-acquire a 51% interest in the Sagar Property by making a cash payment or issuing common shares equivalent to an amount equal to 250% of the expenditures



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incurred by the Company on the Sagar Property at such time.  Upon the exercise of such back-in right, Virginia would become the operator of the Sagar Property.



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



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



As at March 31, 2008, the Company incurred an aggregate of $6,742,021 of exploration expenditures on the Sagar Property. The Company intends to spend approximately an additional $1,000,000 on the Sagar Property and the area comprising the Ferderber claims over the next 12 months, bringing the cumulative total of such expenditures to $7,700,000.



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



FERDERBER CLAIMS



Property Description and Location



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



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



Underlying Royalty (NSR)



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





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Sagar Property and Ferderber Claims 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 had 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.



MADAGASCAR PROPERTY



Property Description and Location



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



Agreement



On August 22, 2007, Uranium Star entered into a joint venture agreement with Madagascar Minerals and Resources sarl, a company incorporated under the laws of Madagascar. The joint venture, to be



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known as the Three Horses Joint Venture, will be operated through a Madagascar limited liability company in which Uranium Star will own a 75% undivided interest and Madagascar Minerals will own the remaining 25% interest. The consideration paid to Madagascar Minerals to acquire the 75% stake in the joint venture consisted of:



(i)

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

(ii)

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

(iii)

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





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



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



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



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



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



(i)

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

(ii)

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



both at the option of the remaining shareholder.



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



Initial Exploration Program.

The Three Horses Property consisting of 31 squares displays extensive gossan outcroppings at surface and has, as part of its attractiveness, visual similarities to Nevsun Resource's Bisha Project in Eritrea. An initial examination of part of the Three Horse Property revealed several large areas covered with gossanous boulders which are believed to overlie massive sulphide mineralization. At Bisha, in Eritrea, the gossanous material contains appreciable amounts of gold which overlay an extensive supergene enriched copper zone which itself overlies zinc rich primary massive sulphides. It is



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anticipated that a similar weathering regime in Madagascar may produce similar styles of mineralization at the Three Horse Property.

Uranium Star budgeted $1,517,000 to conduct the first phase of the exploration program (which is now completed) from September to November 2007 for the Three Horses Joint Venture which included:



·

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



·

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



·

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



·

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



·

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



·

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



·

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



·

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



·

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



The project was managed by Taiga Consultants of Calgary.



In the latter part of March 2008 a full field exploration program following up on the airborne geophysical survey and results of the 2007 exploration program was implemented. This includes



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geological mapping, prospecting, ground geophysical surveys, geochemical sampling and diamond drilling.

Merico-Ethyl /Yarrow Properties, Timmins, Ontario

Property Description and Location

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

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

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

Agreement

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

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

1.

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

2.

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

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

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



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

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

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



Peters Creek Claims

Property Description and Location

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

Agreement

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

On August 1, 2005, the Company entered into an agreement with Michael McCullagh to option two claims, tenure numbers 403736 and 403737 for a cash payment of $4,000 and issuance of 100,000 common shares.  This agreement had a term of two years maturing August 1, 2007.  For administrative purposes, the above nine claims were converted to three placer claims, one placer lease and one placer cell.

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

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

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

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









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Workman Creek Claims



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

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



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.

|                                          |            |            |            
|----------------------------------------- | ---------- | ---------- | -----------
|ESTIMATED EXPLORATION BUDGET             
|                                          | 2007       | 2008       | Totals     
|Sagar Project (includes Ferderber Claims) | $4,700,00  | $  500,000 | $5,200,000 
|Madagascar                                | $1,517,000 | $3,00,000  | $4,157,000 
|Merico-Ethyl / Yarrow                     | $750,000   | $ 250,000  | $1,000,000 
|Other                                     | $300,000   | $ 300,000  | $600,000   
|Totals                                    | $7,267,000 | $4,050,000 | $10,957,000

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.

Taiga Consultants Limited (Taiga) was retained in January of 2007 by Uranium Star, to manage exploration on the Sagar Property.  Exploration targets had previously been identified by GeoVector Management Incorporated (GeoVector) in 2006, and were augmented by Taiga.

Taiga executed two exploration programs on Uranium Stars behalf in 2007.  Both programs utilized a refurbished exploration camp on the east shore of Lake Mistamisk, and were helicopter supported by Expedition Helicopters Inc.  The objective of both programs was to identify the source of the Mistamisk Boulder Field mineralization.  During the course of exploration activities, 46 diamond drill holes (DDH) over 5610 metres, and 164 reverse circulation (RC) holes over 2625 metres were drilled.  The RC holes were pattern drilled to try and establish a glacial transportation vector for the boulder field mineralization, while the DDHs were drilled to test geophysical anomalies on the Sagar Property.  In addition to drilling, other exploration activities included prospecting of airborne geophysical targets, grid emplacement, ground magnetometer surveying, characterization of the lithogeochemical signature of Mistamisk boulders, and soil sampling.



DDH SUS-07-01 intersected 0.108 g/T Au over 0.67m, and the nearby hole SUS-07-02 returned 151 ppm U over 1.52m.  Mineralization was contained within small (sub-centimetre) albitized veins with minor disseminated chalcopyrite.  DDH SUS-07-16 returned the most significant assay values obtained during the 2007 diamond drilling program, including 2.46% Cu over 6.71 metres and 0.254



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g/T Au over 1.52 metres.  Mineralization was associated with chalcopyrite-filled hairline fractures within interbedded silicified mudstone and sandstones.   DDH SUS-07-18 intersected 2.04% Cu over 0.76 metres in chalcopyrite-filled hairline fractures within interbedded silicified mudstone and sandstones.  DDH SUS-07-27 intersected 0.107 g/T Au over 1.52 metres in a heterolithic breccia.  DDH SUS-07-37 intersected 1.02% Cu over 0.76 metres in a green argillite. DDH SUS-07-44 intersected 0.238 g/T Au over 0.91 metres in a volcanic sediment with chalcopyrite and bornite-filled fractures.



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



By utilizing the geochemical signature of the Mistamisk Boulder Field, the multi-component normalized Boulder Field Index was developed and applied to the soil and reverse circulation hole sample data sets.  This data manipulation has resulted in the identification of 17 prioritized soils anomalies (Alpha through Quebec), and 6 RC anomalies (A through E) that are associated with structures interpreted through analysis of the compiled geophysical data for the Sagar Property.  Taken in conjunction with interpreted clay alteration data (i.e. kaolinite and illite) and hypothesized glacial dispersion trains, three potential source areas for the Mistamisk Boulder Field mineralization have been identified:



1.

The Delta soil and B RC anomaly

2.

The Kilo soil and E RC anomaly

3.

The Alpha soil and A RC anomaly



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



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



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



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did intersect pervasively carbonate-, hematite-, and chlorite-altered rocks which could indicate proximal IOCG mineralization.



Future Programs



Sagar Property and Ferderber Properties, Northern Québec



Based on the positive and encouraging results from the recent exploration programs, we intend to continue to aggressively explore the Sagar Property.   A second stage drill program will be based on all compiled results. Actual exploration programs and expenditures will be continually reviewed and approved by the Companys board of directors in consultation with Uranium Stars consultants.



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



1.

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



2.

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



3.

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



4.

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





Madagascar Properties



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



Known gossans and those defined during mapping, prospecting and from the AEM survey will have line grids established which will be surveyed with HLEM and magnetometer on lines 100 meters apart with readings at 25 meter stations. Gravity surveys may also be completed over priority targets.





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Soil samples have been and will continue to be collected on all established lines at 100 meter line spacing and 25m stations along the lines.  All samples will be analyzed for multi-elements by ICP-MS and gold.  An XRF unit is being imported to carry out initial soil analysis in 2008.



The Company will be employing up to 10 technicians/geologists, approximately four of which would be foreign (non-Malagasy) geologists.



The budget for the exploration work is set at approximately $3,000,000 in 2008.



Merico- Ethyl / Yarrow Properties, Ontario

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

Other Expenses



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

Cautionary Note

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



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additional resource properties. Such due diligence would likely include purchase investigation costs such as professional fees by consulting geologists, preparation of geological reports on the properties, conducting title searches and travel costs for site visits. It is anticipated that such costs will not be sufficient to acquire any resource property and additional funds will be required to close any possible acquisition.

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

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



Capital Financing

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



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



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



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



For the nine months ended March 31, 2008, the Company did not raise any new financing.



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



Results of Operations



The Company had no operating revenues since inception on March 1, 2004 through to the period ended March 31, 2008.  The Companys activities have been financed from the proceeds of share subscriptions.  From inception, on March 1, 2004, to March 31, 2008, the Company raised gross proceeds of $18,155,000 from private offerings of the Companys securities.



For the period from inception, March 1, 2004, to March 31, 2008, the Company incurred a loss before income taxes of $31,024,551.  Expenses included $14,955,866 in mineral property and exploration costs.  These costs charged to operations were for the acquisition of the placer claims, Gila Property in Arizona, mineral claims located in Finland, Sagar Property in Canada, Madagascar properties and other ancillary costs related to the mineral properties.  The Company also incurred $1,099,819 in professional fees during the period. The Company had general and administrative expenses of



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$1,859,445; stock based compensation of $14,487,459, a foreign exchange translation gain of $675,332 and other income including interest of $750,348.



Liquidity and Capital Resources



As at March 31, 2008, the Company had cash on hand of $5,170,587.



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



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



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





Issuances of Securities



We have funded our business to date from sales of our common stock.. During the nine months ended March 31, 2008 there were no issuance of shares resulting from private placements.



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



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



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



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

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



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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.



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





(a) Evaluation of Disclosure Controls and Procedures.Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



Managements Report on Internal Control over Financial Reporting.Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. Furthermore, smaller reporting companies face additional limitations.  Smaller reporting companies employ fewer



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individuals and find it difficult to properly segregate duties.  Often, one or two individuals control every aspect of the Companys operation and are in a position to override any system of internal control.  Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.



Our management, with the participation of the Chief Executive Officer, evaluated the effectiveness of the Companys internal control over financial reporting as of March 31, 2008.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control  Integrated Framework.  Based on this evaluation, our management, with the participation of the President, concluded that, as of March 31, 2008, our internal control over financial reporting was effective.





(b)  Changes in Internal Control over Financial Reporting.  There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

There are no material issues 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



On December 21, 2007, the Company issued 2,975,000 common shares to directors, officers and consultants as compensation for services rendered at a fair value of $595,000.  The shares were valued at an estimated fair market value of $0.20 per share based on the prevailing quoted market price on the date of issue. Related parties to the Company received 2,425,000 shares.  These shares were issued in reliance on the exemption for sales of securities not involving a public offering as set forth in Rule 506 promulgated under the Securities Act of 1933 and in Section 4(2) and Section 4(6) of the Securities Act of 1933.



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



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



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





Item 3.  Defaults upon Senior Securities



There were no defaults upon senior securities during the period ended March 31, 2008.



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, 2008.



Item 5.  Other Information

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



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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.







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(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.





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 12, 2008





By: /s/ J. A. Kirk McKinnon

J. A. Kirk McKinnon
Chief Executive Officer





By:/s/ Richard E. Schler

Richard E. Schler

Chief Financial Officer





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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, 2008, 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 have reviewed this Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-QSB of Uranium Star Corp.;



2.

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



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the 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)

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



(c)

Evaluated the effectiveness of the 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





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(d)

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





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 12, 2008





By: /s/ J. A. Kirk McKinnon

J. A. Kirk McKinnon

Chief Executive Officer



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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 1934
and 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, 2008, 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 have reviewed this Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-QSB of Uranium Star Corp.;





2.

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





3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the 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)

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





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(c)

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



(d)

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



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 12, 2008

By: /s/ Richard E. Schler

Richard E. Schler

Chief Financial Officer







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Exhibit 32.1

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

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

In connection with the Quarterly Report of Uranium Star Corp. (the "Company") on Form 10-QSB for the period ending March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. A. Kirk McKinnon, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:



(1)

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

(2)

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



By/s/ J. A. Kirk McKinnon

J. A. Kirk McKinnon

Chief Executive Officer



Date:  May 12, 2008











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Exhibit 32.2

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. SECTION 1350)

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

In connection with the Quarterly Report of Uranium Star Corp. (the "Company") on Form 10-QSB for the period ending March 31, 2008 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 12, 2008











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