---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended May 31, 2009

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

For the transition period from ________to ________

COMMISSION FILE NUMBER:000-53556

YATERRA VENTURES
CORP.(Exact name of registrant as specified in its
charter)

|NEVADA                                                               | 75-3249571                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|240 Martin Street, #3                                                |                                     
|Blaine, WA                                                           | 98230                               
|(Address of principal executive offices)                             | (Zip Code)                          

(360) 510-8998(Registrant's telephone number,
including area code)

Not Applicable(Former name, former address and
former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[X]Yes[ ] No

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (s. 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).[
] Yes[ ] No

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

|Large accelerated filer [ ]                                                   | Accelerated filer [ ]       
|----------------------------------------------------------------------------- | ----------------------------
|Non-accelerated filer [ ] (Do not check if a smaller
      reporting company) | Smaller reporting company[X]

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

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
July 8, 2009, the Issuer had 1,630,000 Shares of Common Stock
outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, 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. 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 May 31, 2009 are
not necessarily indicative of the results that can be expected for the year
ending August 31, 2009.

As used in this Quarterly Report, the terms "we, "us, "our,
Yaterra and the Company mean Yaterra Ventures Corp. unless otherwise
indicated. All dollar amounts in this Quarterly Report are in U.S. dollars
unless otherwise stated.

2

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YATERRA VENTURES CORP.(An
    Exploration Stage Company)

THIRD QUARTER FINANCIAL STATEMENTS

MAY 31,
  2009(Unaudited)
    (Stated in U.S. Dollars)

F-1

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YATERRA VENTURES CORP.(An Exploration Stage
      Company)

BALANCE SHEETS(Stated in U.S. Dollars)

|                                                       |   | MAY
      31 |   |   | AUGUST
      31 |  
|------------------------------------------------------ | - | ------------ | - | - | --------------- | -
|                                                       |   | 2009         |   |   | 2008            |  
|                                                       |   | (Unaudited)  |   |   |                 |  
|ASSETS                                                 |   |              |   |   |                 |  
|                                                       |   |              |   |   |                 |  
|Current                                                |   |              |   |   |                 |  
|Cash                                                   | $ | 1,110        |   | $ | 1,720           |  
|Deposits                                               |   | -            |   |   | 2,323           |  
|Total Current Assets                                   |   | 1,110        |   |   | 4,043           |  
|                                                       |   |              |   |   |                 |  
|Computer Equipment(Note 4)                             |   | 592          |   |   | 888             |  
|Mineral Property Acquisition Costs(Note 5)             |   | 22,000       |   |   | 6,000           |  
|                                                       |   |              |   |   |                 |  
|Total
      Assets                                     | $ | 23,702       |   | $ | 10,931          |  
|                                                       |   |              |   |   |                 |  
|LIABILITIES                                            |   |              |   |   |                 |  
|                                                       |   |              |   |   |                 |  
|Current                                                |   |              |   |   |                 |  
|Accounts
      payable and accrued liabilities         |   | 65,328       |   |   | 14,012          |  
|Amounts payable to
      related parties               |   | 4,000        |   |   | 2,000           |  
|Promissory notes (Note 6)                              |   | 40,599       |   |   | -               |  
|Total Current Liabilities                              |   | 109,927      |   |   | 16,012          |  
|                                                       |   |              |   |   |                 |  
|STOCKHOLDERS EQUITY (DEFICIT)                         |   |              |   |   |                 |  
|                                                       |   |              |   |   |                 |  
|Capital Stock(Note 7)                                  |   |              |   |   |                 |  
|Authorized:                                            |   |              |   |   |                 |  
|100,000,000 common voting stock with a par value of    |   |              |   |   |                 |  
|$0.001 per share                                       |   |              |   |   |                 |  
|100,000,000 preferred stock with a par value of $0.001 |   |              |   |   |                 |  
|per
      share  none issued                          |   |              |   |   |                 |  
|                                                       |   |              |   |   |                 |  
|Issued:                                                |   |              |   |   |                 |  
|1,630,000 shares as at May 31, 2009 and 1,510,000      |   |              |   |   |                 |  
|shares as at August 31, 2008                           |   | 1,630        |   |   | 1,510           |  
|                                                       |   |              |   |   |                 |  
|Additional Paid-In Capital                             |   | 189,370      |   |   | 129,490         |  
|Deficit Accumulated During The Exploration Stage       |   | (277,225     | ) |   | (136,081        | )
|Total Stockholders Equity (Deficit)                   |   | (86,225      | ) |   | (5,081          | )
|                                                       |   |              |   |   |                 |  
|Total Liabilities and Stockholders Equity (Deficit)   | $ | 23,702       |   | $ | 10,931          |  

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

F-2

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YATERRA VENTURES CORP.(An Exploration Stage
      Company)STATEMENTS OF OPERATIONS

(Unaudited)(Stated in U.S. Dollars)

|                         |   |           |   |   |           |   |   |           |   |   |           |   |   | CUMULATIVE  |  
|------------------------ | - | --------- | - | - | --------- | - | - | --------- | - | - | --------- | - | - | ----------- | -
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   | PERIOD FROM |  
|                         |   | THREE     |   |   | THREE     |   |   | NINE      |   |   | NINE      |   |   | INCEPTION   |  
|                         |   | MONTHS    |   |   | MONTHS    |   |   | MONTHS    |   |   | MONTHS    |   |   | NOVEMBER 20 |  
|                         |   | ENDED     |   |   | ENDED     |   |   | ENDED     |   |   | ENDED     |   |   | 2006 TO     |  
|                         |   | MAY 31    |   |   | MAY 31    |   |   | MAY 31    |   |   | MAY 31    |   |   | MAY 31      |  
|                         |   | 2009      |   |   | 2008      |   |   | 2009      |   |   | 2008      |   |   | 2009        |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Revenue                  | $ | -         |   | $ | -         |   | $ | -         |   | $ | -         |   | $ | -           |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Expenses                 |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Accounting and audit     |   | 2,132     |   |   | 8,692     |   |   | 26,275    |   |   | 23,140    |   |   | 56,604      |  
|Consulting fees          |   | 150       |   |   | 150       |   |   | 450       |   |   | 450       |   |   | 1,400       |  
|Depreciation             |   | 98        |   |   | 99        |   |   | 296       |   |   | 198       |   |   | 592         |  
|Management fees          |   | 9,000     |   |   | 7,500     |   |   | 27,000    |   |   | 22,500    |   |   | 78,500      |  
|Mineral
      property   |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|exploration
      costs  |   | -         |   |   | -         |   |   | 17,960    |   |   | 8,117     |   |   | 29,397      |  
|Office
      and         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|administrative           |   | 6,716     |   |   | 2,832     |   |   | 14,451    |   |   | 6,391     |   |   | 25,216      |  
|Professional fees        |   | 7,717     |   |   | 855       |   |   | 44,176    |   |   | 6,384     |   |   | 62,359      |  
|Transfer agent and       |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|filing fees              |   | 7,583     |   |   | -         |   |   | 8,258     |   |   | 1,705     |   |   | 10,013      |  
|Travel and promotion     |   | -         |   |   | 3,164     |   |   | 2,278     |   |   | 6,583     |   |   | 13,144      |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Net Loss For The         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Period                   | $ | (33,396   | ) | $ | (23,292   | ) | $ | (141,144  | ) | $ | (75,468   | ) | $ | (277,225    | )
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Basic And Diluted Loss   |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Per Share                | $ | (0.02     | ) | $ | (0.02     | ) | $ | (0.09     | ) | $ | (0.05     | ) |   |             |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|                         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Weighted Average         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Number Of Common         |   |           |   |   |           |   |   |           |   |   |           |   |   |             |  
|Shares
      Outstanding |   | 1,630,000 |   |   | 1,510,000 |   |   | 1,616,813 |   |   | 1,510,000 |   |   |             |  

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

F-3

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YATERRA VENTURES CORP.(An Exploration Stage
      Company)STATEMENTS OF CASH FLOWS

(Unaudited)(Stated in U.S. Dollars)

|                                            |   |          |   |   |         |   |   | CUMULATIVE  |  
|------------------------------------------- | - | -------- | - | - | ------- | - | - | ----------- | -
|                                            |   |          |   |   |         |   |   | PERIOD FROM |  
|                                            |   | NINE     |   |   | NINE    |   |   | INCEPTION   |  
|                                            |   | MONTHS   |   |   | MONTHS  |   |   | NOVEMBER 20 |  
|                                            |   | ENDED    |   |   | ENDED   |   |   | 2006 TO     |  
|                                            |   | MAY 31   |   |   | MAY 31  |   |   | MAY 31      |  
|                                            |   | 2009     |   |   | 2008    |   |   | 2009        |  
|                                            |   |          |   |   |         |   |   |             |  
|Cash (Used In) Operating Activities         |   |          |   |   |         |   |   |             |  
|Net loss                                    | $ | (141,144 | ) | $ | (75,468 | ) | $ | (277,225    | )
|Depreciation                                |   | 296      |   |   | 198     |   |   | 592         |  
|Interest accrued on promissory note         |   | 829      |   |   | -       |   |   | 829         |  
|                                            |   |          |   |   |         |   |   |             |  
|                                            |   |          |   |   |         |   |   |             |  
|Changes in non-cash
      operating working |   |          |   |   |         |   |   |             |  
|capital
      items:                        |   |          |   |   |         |   |   |             |  
|Prepaid expenses                            |   | -        |   |   | 1,500   |   |   | -           |  
|Deposits                                    |   | 2,323    |   |   | 1,643   |   |   | -           |  
|Accounts payable and accrued                |   |          |   |   |         |   |   |             |  
|liabilities                                 |   | 53,316   |   |   | 9,306   |   |   | 69,328      |  
|Amount receivable                           |   | -        |   |   | 3,900   |   |   | -           |  
|                                            |   | (84,380  | ) |   | (58,921 | ) |   | (206,476    | )
|Cash (Used In) Investing Activities         |   |          |   |   |         |   |   |             |  
|Mineral
      property acquisition costs    |   | (16,000  | ) |   | -       |   |   | (22,000     | )
|Computer equipment                          |   | -        |   |   | (1,184  | ) |   | (1,184      | )
|                                            |   | (16,000  | ) |   | (1,184  | ) |   | (23,184     | )
|Cash Provided By Financing Activities       |   |          |   |   |         |   |   |             |  
|Issue of
      share capital                |   | 60,000   |   |   | -       |   |   | 191,000     |  
|Promissory notes                            |   | 39,770   |   |   | -       |   |   | 39,770      |  
|                                            |   | 99,770   |   |   | -       |   |   | 230,770     |  
|                                            |   |          |   |   |         |   |   |             |  
|Increase (Decrease) In Cash                 |   | (610     | ) |   | (60,105 | ) |   | 1,110       |  
|                                            |   |          |   |   |         |   |   |             |  
|Cash, Beginning Of Period                   |   | 1,720    |   |   | 84,478  |   |   | -           |  
|                                            |   |          |   |   |         |   |   |             |  
|Cash, End Of Period                         | $ | 1,110    |   | $ | 24,373  |   | $ | 1,110       |  
|                                            |   |          |   |   |         |   |   |             |  
|Supplemental Disclosure Of Cash Flow        |   |          |   |   |         |   |   |             |  
|**Information**                             |   |          |   |   |         |   |   |             |  
|Cash paid
      during the period for:      |   |          |   |   |         |   |   |             |  
|Interest                                    | $ | -        |   | $ | -       |   | $ | -           |  
|Income taxes                                | $ | -        |   | $ | -       |   | $ | -           |  

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

F-4

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YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009(Unaudited)(Stated in
    U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF
      OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The unaudited financial information furnished herein
      reflects all adjustments which, in the opinion of management, are
      necessary to fairly state the Companys financial position and the results
      of its operations for the periods presented. These financial statements
      should be read in conjunction with the Companys financial statements and
      notes thereto included for the fiscal year ended August 31, 2008. The
      Company assumes that the readers of these interim financial statements
      herein have read, or have access to, the audited financial statements for
      the preceding fiscal year, and that the adequacy of additional disclosure
      needed for a fair presentation may be determined in that context.
      Accordingly, footnote disclosure, which would substantially duplicate the
      disclosure contained in the Companys financial statements for the fiscal
      year ended August 31, 2008, has been omitted. The results of operations
      for the nine month period ended May 31, 2009 are not necessarily
      indicative of results for the entire year ending August 31,
      2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Certain amounts for prior periods have been reclassified
      to conform to current period presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Organization

Yaterra Ventures Corp. (the Company)
  was incorporated in the State of Nevada, U.S.A., on November 20, 2006. The
  Companys principal executive offices are in Bellingham, Washington, U.S.A.

Reverse Stock Split

During the year ended August 31, 2008,
  the Companys shareholders approved a decrease in the number of issued and
  outstanding shares on a one for ten (1:10) basis, such that each shareholder
  will hold one share for every ten shares held. Share and per share data (except
  par value) for the periods presented reflect the effects of this reverse stock
  split.

Exploration Stage Activities

The Company has been in the exploration
  stage since its formation and has not yet realized any revenues from its planned
  operations. The Company was formed for the purpose of acquiring exploration and
  development stage natural resource properties. The Company has not commenced
  business operations. The Company is an exploration stage company as defined in
  the Securities and Exchange Commission (S.E.C.) Industry Guide No. 7.

F-5

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YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As shown in the accompanying financial statements, the
      Company has incurred a net loss of $277,225 for the period from November
      20, 2006 (inception) to May 31, 2009, and has no sales. The future of the
      Company is dependent upon its ability to obtain financing and upon future
      profitable operations from the development of its natural resource
      properties. Management has plans to seek additional capital through a
      private placement and public offering of its common stock. The financial
      statements do not include any adjustments relating to the recoverability
      and classification of recorded assets, or the amounts of and
      classification of liabilities that might be necessary in the event the
      Company cannot continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The financial statements of the Company have been
      prepared in accordance with generally accepted accounting principles in
      the United States. Because a precise determination of many assets and
      liabilities is dependent upon future events, the preparation of financial
      statements for a period necessarily involves the use of
      estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The financial statements have been properly prepared
      within the framework of the significant accounting policies summarized
      below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-6

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YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-7

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | d)                                        
|   |                                           
|   |                                           
|   |                                           
|   | e)                                        
|   |                                           
|   |                                           
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           

F-8

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | i)                                        
|   |                                           
|   |                                           
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           

F-9

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           

F-10

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | n)                                        
|   |                                           
|   |                                           

| | Level 1: | Observable inputs such as quoted
      prices in active markets;                                                                              
| | -------- | ----------------------------------------------------------------------------------------------------------------------------------------------
| |          |                                                                                                                                               
| | Level 2: | Inputs, other than the quoted
      prices in active markets, that are observable either directly or
      indirectly; and                    
| |          |                                                                                                                                               
| | Level 3: | Unobservable inputs in which
      there is little or no market data, which require the reporting entity to
      develop its own assumptions.

The Company does not have any assets
  or liabilities measured at fair value on a recurring basis at May 31, 2009. The
  Company did not have any fair value adjustments for assets and liabilities
  measured at fair value on a nonrecurring basis during the nine months ended May
  31, 2009.

|3. | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2008, the FASB issued SFAS No. 162, The
      Hierarchy of Generally Accepted Accounting Principles, orSFAS
      162. SFAS 162 is intended to improve financial reporting by identifying a
      consistent framework, or hierarchy, for selecting accounting principles to
      be used in preparing financial statements that are presented in conformity
      with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days
      following the Securities and Exchange Commissions approval of the Public
      Company Accounting Oversight Boards amendments to AU Section 411, The
        Meaning of Present Fairly in Conformity with Generally Accepted Accounting
        Principles. The Company is currently evaluating the impact of
      adopting SFAS 162 but does not expect that it will have a significant
      effect on its financial position, cash flows or results of
      operations.

F-11

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2008, the FASB issued SFAS No. 163, Accounting
      for Financial Guarantee Insurance Contracts  An interpretation of FASB
      Statement No. 60, or SFAS 163. SFAS 163 requires that an insurance
      enterprise recognize a claim liability prior to an event of default when
      there is evidence that credit deterioration has occurred in an insured
      financial obligation. It also clarifies how Statement 60 applies to
      financial guarantee insurance contracts, including the recognition and
      measurement to be used to account for premium revenue and claim
      liabilities, and requires expanded disclosures about financial guarantee
      insurance contracts. SFAS 163 is effective for financial statements issued
      for fiscal years beginning after December 15, 2008, except for some
      disclosures about the insurance enterprises risk-management activities.
      SFAS 163 requires that disclosures about the risk- management activities
      of the insurance enterprise be effective for the first period beginning
      after issuance. The Company is currently evaluating the impact of adopting
      SFAS 163 but does not expect that it will have a significant effect on its
      financial position, cash flows or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | COMPUTER EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                    |   |       |  |   | MAY 31       |  |   |          |  |   | AUGUST 31 | 
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- |  | - | --------- | 
| |                    |   |       |  |   | 2009         |  |   |          |  |   | 2008      | 
| |                    |   |       |  |   | ACCUMULATED  |  |   | NET BOOK |  |   | NET BOOK  | 
| |                    |   | COST  |  |   | AMORTIZATION |  |   | VALUE    |  |   | VALUE     | 
| |                    |   |       |  |   |              |  |   |          |  |   |           | 
| | Computer equipment | $ | 1,184 |  | $ | 592          |  | $ | 592      |  | $ | 888       | 

|5. | MINERAL PROPERTIES
|-- | ------------------

During the period ended August 31,
  2007, the Company entered into a purchase agreement to acquire an undivided 100%
  interest in a mineral claim (known as the Minnie Claim) located in the Leecher
  Creek Mining District, Okanogan County, Washington. The consideration was $6,000
  cash (paid) on execution of the agreement.

During the nine month period ended May
  31, 2009, the Company entered into a purchase agreement to acquire an undivided
  interest in a series of ten mineral claims (collectively referred to as the
  Blue Jack Claims) located in Humboldt County, Nevada. The consideration was
  $16,000 (paid) on execution of the agreement.

F-12

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|6. | PROMISSORY NOTES                                                                                                                                                                                                                                                                                                                               
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                
|   | On January 14, 2009, the Company entered into a
      promissory note agreement, whereby, they borrowed a total of $10,000 from
      an arms length party. The note bears interest at 10% per annum, is
      unsecured and is repayable on demand. As at May 31, 2009, a total of $375
      has been accrued as interest on the note.      
|   |                                                                                                                                                                                                                                                                                                                                                
|   | On March 2, 2009, the Company entered into a promissory
      note agreement, whereby, they borrowed a total of $7,000 from an arms
      length party. The note bears interest at 10% per annum, is unsecured and
      is repayable on demand. As at May 31, 2009, a total of $173 has been
      accrued as interest on the note.          
|   |                                                                                                                                                                                                                                                                                                                                                
|   | On April 16, 2009, the Company entered into a promissory
      note agreement, whereby, they borrowed a total of $22,770 from an arms
      length party. The note bears interest at 10% per annum, is unsecured and
      is repayable on demand. As at May 31, 2009, a total of $281 has been
      accrued as interest on the note.        
|   |                                                                                                                                                                                                                                                                                                                                                
|7. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                
|   | During the nine month period ended May 31, 2009, the
      Company completed an offering of 120,000 shares of common stock at a price
      of $0.50 per share for gross proceeds of $60,000.                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                
|   | During the period ended August 31, 2007, the Company
      received a total of $9,000 for 900,000 founders shares at par
      value.                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                
|   | Pursuant to a private placement, the Company received a
      total of $122,000 for 610,000 shares at $0.02 per share.                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                
|   | On August 12, 2008, the Company reduced the number of
      issued and outstanding shares of the Companys common stock on a one for
      ten basis (1:10). All references to the number of shares of common stock
      and per share amounts (other than par value) have been adjusted to reflect
      the split for all periods presented.

F-13

---

YATERRA VENTURES CORP.(An Exploration Stage
      Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

MAY 31, 2009

(Unaudited)(Stated in U.S. Dollars)

|8.  | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | During the nine month period ended May 31, 2009, the
      Company paid management fees for services performed in the amount of
      $22,500 (2008 - $22,500) to a director and also paid or accrued during the
      period, $4,500 to two members of management (2008 - $Nil).                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | As at May 31, 2009, a total of $4,000 (August 31, 2008 -
      $2,000) is owing to two members of management. These amounts are
      unsecured, do not bear interest and are due on demand.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company carried out a number of transactions with
      related parties in the normal course of business. These transactions were
      recorded at their exchange amount, which is the amount of consideration
      established and agreed to by the related parties.                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|9.  | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements or other matters. Rental of premises is on a month-to-month
      basis.                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|10. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | Subsequent to May 31, 2009, the Company entered into an
      option agreement to acquire a 60% undivided interest (the Option) in a
      property referred to as the Frances Property. The Frances Property is
      located in the Vancouver Mining District, British Columbia. In order to
      exercise and maintain the Option, the Company is required to do the
      following:
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                              
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                          

F-14

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking
Statements

Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, "anticipate, "believe, "estimate, "should, "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption, "Part II - Item 1A.
Risk Factors, and elsewhere in this Quarterly Report. We advise you to
carefully review the reports and documents we file from time to time with the
United States Securities and Exchange Commission (the SEC), particularly our
periodic reports filed with the SEC pursuant to the Securities Exchange Act of
1934 (the "Exchange Act").

OVERVIEW

We were incorporated on November 20, 2006 pursuant to the laws
of the State of Nevada.

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. Currently, we hold a 100% interest in two
mineral properties that we call the Blue Jack Property and the Minnie Claim,
respectively. The Blue Jack Property is comprised of 10 mineral claims covering
approximately 206 acres located in Humboldt County, Nevada. The Minnie Claim
covers an area of 20 acres, located in the Leecher Creek Mining Division,
Washington State. Our plan is to conduct mineral exploration activities on the
Blue Jack Property and the Minnie Claim in order to assess whether they possess
mineral deposits of lead, zinc, copper, silver, gold or uranium capable of
commercial extraction.

On July 14, 2009, we entered into an option agreement with
Geoffrey Goodall (the Optionor) to acquire a 60% undivided interest (the
Option) in a property referred to as the Frances Property. The Frances
Property consists of 206 hectares and is located in the Vancouver Mining District,
British Columbia. In order to exercise and maintain the Option, we are required
to do the following:

|(a) | pay the Optionor $500 CDN on execution of the option
      agreement (which amount has been paid);                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|(b) | pay the Optionor $15,000 CDN as follows: (i) $2,000 CDN
      on or before October 14, 2009; (ii) $3,000 CDN on or before January 14,
      2010; and (iii) $10,000 on or before July 14, 2010;                                     
|    |                                                                                                                                                                                                                                     
|(c) | issue the Optionor shares of our common stock as follows:
      (i) 2,000 shares on or before October 14, 2009; (ii) 3,000 shares on or
      before January 14, 2010; and (iii) 10,000 shares on or before July 14,
      2010; and
|    |                                                                                                                                                                                                                                     
|(d) | incur exploration expenditures of $160,000 CDN on the
      property as follows: (i) $10,000 CDN on or before on or before January 14,
      2010; and (iii) $150,000 on or before July 14,
2011.                                   

Our ability to exercise the Option will be subject to our
obtaining additional financing. There is no assurance that we will be able to
exercise the Option in order to acquire a 60% undivided interest in the Frances
Property.

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that commercially viable mineral deposits exist
on our mineral properties, or that, if such deposits are discovered, we will be
able to enter into further

3

---

substantial exploration or development programs. Further
exploration is required to determine the economic and legal feasibility of our
mineral properties.

RECENT CORPORATE DEVELOPMENTS

Since the filing of our Quarterly Report on Form 10-Q for the
six months ended February 28, 2009, we experienced the following corporate
developments:

|1. | On May 19, 2009, our shares of common stock commenced
      quotation on the OTC Bulletin Board under the symbol "YTRV."                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                
|2. | On June 22, 2009, we dismissed Williams & Webster,
      P.S. (Williams & Webster), as our independent public accountants.
      Our Board of Directors approved the dismissal of Williams &
      Webster.  
|   |                                                                                                                                                                                                                
|3. | Also on June 22, 2009, we appointed Davidson &
      Company LLP (Davidson) as our new independent public registered
      accounting firm. Our Board of Directors approved the engagement of
      Davidson.
|   |                                                                                                                                                                                                                
|4. | On July 14, 2009, we entered into an Option Agreement
      with Geoffrey Goodall. The details of the Option Agreement are set out
      above under the heading Overview.                                   

PLAN OF OPERATION

During the next twelve months and subject to our ability to
obtain additional financing, we intend to conduct mineral exploration activities
on the Blue Jack Property and the Minnie Claim in order to assess whether they
possess mineral reserves capable of commercial extraction. Our exploration
program is designed to explore for commercially viable deposits of lead, zinc,
copper, silver, gold or uranium mineralization. We have not, nor has any
predecessor, identified any commercially exploitable reserves of these minerals
on our mineral properties.

Blue Jack Property

Our plan is to conduct Phase Ia of our exploration program on
the Blue Jack Property in Summer 2009. However, we will require additional
financing in order to implement Phase Ia of our exploration program on the Blue
Jack Property. If we are able to raise additional financing, of which there is
no assurance, our plan for the Blue Jack Property is as follows.

Phase
      Recommended Exploration Program
      Estimated Cost
      StatusPhase Ia
    Detailed geological mapping and radiometric
      surveys.
    $15,150
    To be implemented in Summer 2009, subject to
      obtaining additional financing.Phase Ib
    Grid set up and soil sampling along grid.
    $28,250
    Planned for Fall 2009.Phase Ic
    Magnetometer survey and IP Survey (can be
      conducted concurrently with Phase Ib).
    $42,600
    Planned for Fall 2009.


Due to the limited availability of our consulting geologist,
implementation of Phase Ia of our exploration program on the Blue Jack Property
is expected to be completed in Summer 2009. Our ability to implement Phase Ia of
our exploration program on the Blue Jack Property is subject to our obtaining
additional financing.

4

---

Minnie Claim

In September 2008, prior to implementing Phase I of our
exploration program, our consulting geologist conducted a thorough search for
the Discovery Post. A Discovery Post is a post that is required to be placed at
the point of discovery on each claim. However, our consulting geologist was
unable to find the Discovery Post. As a result, our consulting geologist used
the original staking document along with the location of the workings on the
property to provide a definitive property boundary location.

Once satisfied with the property boundaries, our consulting
geologist commenced Phase I of our exploration program. This initial phase
involved the collection of nine rock samples from the Minnie Claim. The samples
consisted of outcrop grabs across strike where possible, as well as float
samples of mineralized veins near historical workings. These samples were sent
to an independent laboratory for testing.

In January 2009, we received the fire assay results on the rock
samples and they indicated the occurrence of gold mineralization on the Minnie
Claim. The fire assay results on the rock samples are summarized as follows:

Sample No.
      Au Results (oz/t)
      Ag Results (oz/t)
      Cu Results (%)
      Zn Results (%)ML001
    n/a (13 ppb)
    n/a (<0.5 ppm)
    0.08 (792 ppm)
    0.38 (3810 ppm)ML002
    n/a (10 ppb)
    n/a (<0.5 ppm)
    0.01 (134 ppm)
    0.40 (3950 ppm)ML003
    0.112 (3850 ppb)
    1.823 (62.5 ppm)
    0.02 (173 ppm)
    0.04 (441 ppm)ML004
    0.037 (1265 ppb)
    3.208 (110 ppm)
    0.28 (2800 ppm)
    0.44 (4350 ppm)ML005
    0.057 (1965 ppb)
    0.645 (22.1 ppm)
    0.06 (605 ppm)
    0.05 (512 ppm)ML006
    0.098 (3360 ppb)
    15.779 (541 ppm)
    0.65 (6480 ppm)
    3.70ML007
    0.063 (2170 ppb)
    9.188 (315 ppm)
    0.65 (6480 ppm)
    0.77 (7720 ppm)ML008
    0.010 (359 ppb)
    0.505 (17.3 ppm)
    0.11 (1080 ppm)
    0.07 (716 ppm)ML009
    0.028 (972 ppb)
    1.350 (46.3 ppm)
    0.15 (1450 ppm)
    0.03 (347 ppm)


Note: Conversions to ounces per ton (oz/ton) on the tables
above employ a factor of 34285.7 ppb equaling 1 troy ounce per short ton and
34.2857 ppm equaling 1 troy ounce per short ton.

Based on the results we have received, the balance of the Phase
I exploration program will consist of trenching and sampling on the vein along
strike and on rock adjacent to the vein. This follow up program will allow us to
confirm the above results and determine the width of the vein. Our ability to
complete Phase I of our exploration program is subject to our obtaining
additional financing.

We anticipate that we will incur the following expenses over
the next twelve months:

Category
      Planned Expenditures Over The Next 12 Months (US$)Legal and Accounting Fees
    $30,000Office Expenses
    6,000Consulting Fees
    48,000Mineral Property Exploration Expenses
    86,000TOTAL
    $170,000


5

---

To date, we have not earned any revenues and we do not
anticipate earning revenues in the near future. As at May 31, 2009, we had
$1,110 cash on hand. As such, we do not have sufficient financial resources to
meet the anticipated costs of completing our exploration program for the Blue
Jack Property and the Minnie Claim. Accordingly, we will need to obtain
additional financing in order to complete our plan of operation and meet our
current obligations as they come due. We currently do not have any arrangements
for financing and we may not be able to obtain financing. Obtaining additional
financing would be subject to a number of factors outside of our control,
including the results from our exploration program, and any unanticipated
problems relating to our mineral exploration activities, such as environmental
assessments and additional costs and expenses that may exceed our current
estimates. These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us in which case our business will fail.

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

|         |   | Three
      Months |   |   | Three
      Months |   |  | Percentage |  |   | Nine
      Months  |   |   | Nine
      Months  |   |  | Percentage | 
|-------- | - | ------------------ | - | - | ------------------ | - |  | ---------- |  | - | ------------------ | - | - | ------------------ | - |  | ---------- | 
|         |   | Ended              |   |   | Ended              |   |  | Increase / |  |   | Ended              |   |   | Ended              |   |  | Increase / | 
|         |   | May
      31, 2009 |   |   | May
      31, 2008 |   |  | (Decrease) |  |   | May
      31, 2009 |   |   | May
      31, 2008 |   |  | (Decrease) | 
|Revenue  | $ | -                  |   | $ | -                  |   |  | n/a        |  | $ | -                  |   | $ | -                  |   |  | n/a        | 
|Expenses |   | (33,396            | ) |   | (23,292            | ) |  | 43.4%      |  |   | (141,144           | ) |   | (75,468            | ) |  | 87.0%      | 
|Net Loss | $ | (33,396            | ) | $ | (23,292            | ) |  | 43.4%      |  | $ | (141,144           | ) | $ | (75,468            | ) |  | 87.0%      | 

Revenue

We have not earned any revenues to date. We do not anticipate
earning revenues until such time as we enter into commercial production of our
mineral properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our properties, or if such deposits are
discovered, that we will enter into further substantial exploration programs.

Expenses

Our expenses for the three and nine months ended May 31, 2009
and 2008 consisted of the following:

|                                   |   | Three
      Months |  |   | Three
      Months |  |  | Percentage |    |   | Nine
      Months  |  |   | Nine Months        |  |  | Percentage |   
|---------------------------------- | - | ------------------ |  | - | ------------------ |  |  | ---------- | -- | - | ------------------ |  | - | ------------------ |  |  | ---------- | --
|                                   |   | Ended              |  |   | Ended              |  |  | Increase / |    |   | Ended              |  |   | Ended              |  |  | Increase / |   
|                                   |   | May
      31, 2009 |  |   | May
      31, 2008 |  |  | (Decrease) |    |   | May
      31, 2009 |  |   | May
      31, 2008 |  |  | (Decrease) |   
|Accounting and Audit               | $ | 2,132              |  | $ | 8,692              |  |  | (75.5      | )% | $ | 26,275             |  | $ | 23,140             |  |  | 13.5       | % 
|Consulting Fees                    |   | 150                |  |   | 150                |  |  | n/a        |    |   | 450                |  |   | 450                |  |  | n/a        |   
|Depreciation                       |   | 98                 |  |   | 99                 |  |  | (1.0       | )% |   | 296                |  |   | 198                |  |  | 49.5       | % 
|Management Fees                    |   | 9,000              |  |   | 7,500              |  |  | 20.0       | %  |   | 27,000             |  |   | 22,500             |  |  | 20.0       | % 
|Mineral Property Exploration Costs |   | -                  |  |   | -                  |  |  | n/a        |    |   | 17,960             |  |   | 8,117              |  |  | 121.3      | % 
|Office and Administrative          |   | 6,716              |  |   | 2,832              |  |  | 137.1      | %  |   | 14,451             |  |   | 6,391              |  |  | 126.1      | % 
|Professional Fees                  |   | 7,717              |  |   | 855                |  |  | 802.6      | %  |   | 44,176             |  |   | 6,384              |  |  | 592.0      | % 
|Transfer Agent and Filing Fees     |   | 7,583              |  |   | -                  |  |  | n/a        |    |   | 8,258              |  |   | 1,705              |  |  | 384.3      | % 
|Travel and Promotion               |   | -                  |  |   | 3,164              |  |  | (100       | )% |   | 2,278              |  |   | 6,583              |  |  | (65.4      | )%
|Total Expenses                     | $ | 33,396             |  | $ | 23,292             |  |  | 43.4       | %  | $ | 141,144            |  | $ | 75,468             |  |  | 87.0       | % 

6

---

Our expenses during the three months ended May 31, 2009
increased from our three months ended May 31, 2008 as a result of increased
management fees, office and administration fees, professional fees and transfer
agent and filing fees. This was partially offset by a decrease in accounting and
audit fees.

Accounting and audit fees and professional fees primarily
relate to fees incurred in connection with meeting our ongoing reporting
obligations under the Exchange Act.

Management fees consisted of the amounts paid to our executive
officers and directors.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          |   |                          |   |   |                             |   |  | Percentage            |   
|------------------------- | - | ------------------------ | - | - | --------------------------- | - |  | --------------------- | --
|                          |   | As
      at May 31, 2009 |   |   | As
      at August 31, 2008 |   |  | Increase / (Decrease) |   
|Current Assets            | $ | 1,110                    |   | $ | 4,043                       |   |  | (72.5                 | )%
|Current Liabilities       |   | (109,927                 | ) |   | (16,012                     | ) |  | 586.5                 | % 
|Working Capital (Deficit) | $ | (108,817                 | ) | $ | (11,969                     | ) |  | 809.2                 | % 

Cash Flows

|                                            |   | Nine
      Months Ended |   |   | Nine
      Months Ended |  
|------------------------------------------- | - | ----------------------- | - | - | ----------------------- | -
|                                            |   | May
      31, 2009      |   |   | May
      31, 2008      |  
|Cash Flows Used In Operating Activities     | $ | (84,380                 | ) | $ | (58,921                 | )
|Cash Flows Used in Investing Activities     |   | (16,000                 | ) |   | (1,184                  | )
|Cash Flows Provided By Financing Activities |   | 99,770                  |   |   | -                       |  
|Increase (Decrease) In Cash During Period   | $ | (610                    | ) | $ | (60,105                 | )

As of May 31, 2009, we had $1,110 cash on hand and a working
capital deficit of $108,817. The increase in our working capital deficit is
primarily a result of: (i) an increase in accounts payable due to a lack of
capital to meet our ongoing expenditures; and (ii) the fact that we received
short term loans totaling $39,770 from an arms length party. The loans bear
interest at 10% per annum is unsecured and due on demand. We have incurred a
cumulative net loss of $277,225 for the period from the date of our inception on
November 20, 2006 to May 31, 2009 and have not attained profitable operations to
date.

Since our inception, we have used our common stock to raise
money for our operations and to fund our property acquisitions. We have not
obtained profitable operations and are dependent upon obtaining additional
financing to pursue our plan of operation.

During the nine months ended May 31, 2009, we raised proceeds
of $60,000 from the sale of 120,000 shares of our common stock.

Future Financings

We currently do not have sufficient financial resources to
implement Phase Ia of our exploration program on the Blue Jack Property.
Therefore, we will need to obtain additional financing in order to implement our
exploration program on the Blue Jack Property and on the Minnie Claim.

7

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We anticipate relying on equity sales of our common stock or
loans in order to continue to fund our business operations. Issuance of
additional securities will result in dilution to shareholders. There is no
assurance that we will achieve any additional sales of our equity securities or
arrange for debt or other financing to fund our planned business activities.
Currently, we do not have any arrangements for additional financing.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in the notes
to our audited financial statements for the year ended August 31, 2008 included
in our Registration Statement on Form S-1/A filed with the SEC on January 8,
2009. We have identified certain accounting policies, described below, that are
most important to the portrayal of our current financial condition and results
of operations.

Use of Estimates

The preparation of financial statements, in conformity with
generally accepted accounting principles, requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying disclosures. Actual results may differ from the estimates.

Exploration Stage Enterprise

Our financial statements are prepared using the accrual method
of accounting and according to the provisions of Statement of Financial
Accounting Standards No. 7 (SFAS 7), Accounting and Reporting for Development
Stage Enterprises, as we devote substantially all of our efforts to acquiring
and exploring mineral properties. Until such properties are acquired and
developed, we will continue to prepare our financial statements and related
disclosures in accordance with entities in the exploration stage.

Mineral Property Interests

We are an exploration stage mining company and have not yet
realized any revenue from our operations. We are primarily engaged in the
acquisition, exploration and development of mining properties. Exploration costs
are expensed as incurred regardless of the stage of development or existence of
reserves. Costs of acquisition are capitalized subject to impairment testing, in
accordance with Financial Accounting Standards 144 (SFAS 144), Accounting for
the Impairment or Disposal of Long-Lived Assets, when facts and circumstances
indicate impairment may exist.

We regularly perform evaluations of any investment in mineral
properties to assess the recoverability and/or the residual value of our
investments in these assets. All long-lived assets are reviewed for impairment
whenever events or circumstances change which indicate the carrying amount of an
asset may not be recoverable.

Our management periodically reviews the carrying value of our
investments in mineral leases and claims with internal and external mining
related professionals. A decision to abandon, reduce or expand a specific
project is based upon many factors including general and specific assessments of
mineral deposits, anticipated future mineral prices, anticipated future costs of
exploring, developing and operating a production mine, the expiration term and
ongoing expenses of maintaining mineral properties and the general likelihood
that we will continue exploration on such project. We do not set a

8

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pre-determined holding period for properties with unproven
deposits; however, properties which have not demonstrated suitable metal
concentrations at the conclusion of each phase of an exploration program are
re-evaluated to determine if future exploration is warranted, whether there has
been any impairment in value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that
its carrying value cannot be supported by future production or sale, the related
costs are charged against operations in the year of abandonment or determination
of value. The amounts recorded as mineral leases and claims represent costs to
date and do not necessarily reflect present or future values.

Our exploration activities and proposed mine development are
subject to various laws and regulations governing the protection of the
environment. These laws are continually changing, generally becoming more
restrictive. We have made, and expect to make in the future, expenditures to
comply with such laws and regulations.

The accumulated costs of properties that are developed on the
stage of commercial production will be amortized to operations through
unit-of-production depletion.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our
management, including the Principal Executive Officer and Principal Accounting
Officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of May 31, 2009 (the
Evaluation Date). Based on that evaluation, the Principal Executive Officer
and Principal Accounting Officer have concluded that these disclosure controls
and procedures were not effective as of the Evaluation Date as a result of the
material weaknesses in internal control over financial reporting discussed
below.

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Principal Executive Officer and
Principal Accounting Officer, to allow timely decisions regarding required
disclosure.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified below, we believe that our financial statements contained in our
Quarterly Report on Form 10-Q for the quarter ended May 31, 2009 fairly present
our financial condition, results of operations and cash flows in all material
respects

Material Weaknesses

Management assessed the effectiveness of our internal control
over financial reporting as of Evaluation Date and identified the following
material weaknesses:

9

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|1. | Certain entity level controls establishing a tone at the
      top were considered material weaknesses. As of May 31, 2009, we did not
      have an audit committee. There is no policy on fraud. A whistleblower
      policy is not necessary given the small size of the
organization.                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2. | Due to the significant number and magnitude of
      out-of-period adjustments identified during the year-end closing process,
      management has concluded that the controls over the period- end financial
      reporting process were not operating effectively. A material weakness in
      the period-end financial reporting process could result in us not being
      able to meet our regulatory filing deadlines and, if not remediated, has
      the potential to cause a material misstatement or to miss a filing
      deadline in the future. Management override of existing controls is
      possible given the small size of the organization and lack of
      personnel.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3. | There is no system in place to review and monitor
      internal control over financial reporting. We maintain an insufficient
      complement of personnel to carry out ongoing monitoring responsibilities
      and ensure effective internal control over financial
  reporting.                                                                                                                                                                                                                                                                                                                                                                                                             

Changes in Internal Controls

There were no changes in our internal control over financial
reporting during the quarter ended May 31, 2009 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

10

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.

If we do not obtain additional financing, our business will
fail.

As at May 31, 2009, we had $1,110 cash on hand.   Our ability to implement Phases 1a, 1b and 1c of our exploration program  on the Blue Jack Property will be subject to our obtaining additional financing.  If we decide to complete Phase I and  implement Phases II and III of the exploration program on the Minnie Claim, we  will need to obtain additional financing.   We will also require additional financing in order to meet our  obligations under the option agreement  to acquire a 60% undivided interest in  the Frances Property.  Our ability to  obtain additional financing could be subject to a number of factors outside of  our control, including the results from our exploration program, and any  unanticipated problems relating to our mineral exploration activities,  including environmental assessments and additional costs and expenses that may  exceed our current estimates.   If we are  unable to obtain additional financing in the amounts and when needed, our  business could fail.

Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Our mineral properties do not
contain a known body of commercial ore and, therefore, any program conducted on
our mineral properties would be an exploratory search of ore. There is no
certainty that any expenditures made in the exploration of our mineral
properties will result in discoveries of commercial quantities of ore. Most
exploration projects do not result in the discovery of commercially mineable
deposits of ore. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. If the results of our exploration program do not reveal
viable commercial mineralization, we may decide to abandon our claim and acquire
new claims for new exploration. The acquisition of additional claims will be
dependent upon our possessing sufficient capital resources to purchase such
claims. If we do not have sufficient capital resources and are unable to obtain
sufficient financing, we may be forced to abandon our operations.

We have no known mineral reserves and if we cannot find any,
we may have to cease operations.

We are in the initial phases of our exploration program for the
Blue Jack Property and the Minnie Claim. It is unknown whether these properties
contain viable mineral reserves. If we do not find a viable mineral reserve, or
if we cannot exploit the mineral reserve, either because we do not have the
money to do it or because it will not be economically feasible to do it, we may
have to cease operations and investors may lose their investment. Mineral
exploration is a highly speculative endeavor. It involves

11

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many risks and is often non-productive. Even if mineral
reserves are discovered on our properties our production capabilities will be
subject to further risks and uncertainties including:

| | (i)   | Costs of bringing the property into production including
      exploration work, preparation of production feasibility studies, and
      construction of production facilities, all of which we have not budgeted
      for;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Availability and costs of financing;                                                                                                                                                                                         
| | (iii) | Ongoing costs of production; and                                                                                                                                                                                             
| | (iv)  | Environmental compliance regulations and
    restraints.                                                                                                                                                                     

The marketability of any minerals acquired or discovered may be
affected by numerous factors which are beyond our control and which cannot be
accurately predicted, such as market fluctuations, the lack of milling
facilities and processing equipment near the Blue Jack Property or the Minnie
Claim, and such other factors as government regulations, including regulations
relating to allowable production, importing and exporting of minerals, and
environmental protection.

We face significant competition in the mineral exploration
industry.

We compete with other mining and exploration companies
possessing greater financial resources and technical facilities than we do. Due
to our weaker competitive position, we may have greater difficulty in hiring and
retaining qualified personnel to conduct our planned exploration activities,
which could cause delays in our exploration programs. In addition, there is
significant competition for a limited number of mineral properties. Due to our
weaker financial position, we may be unable to acquire rights to new mineral
properties on a continuing basis.

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time we have no coverage to
insure against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program.

As we undertake exploration of our mineral properties, we
will be subject to compliance with government regulations that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We are subject to the laws of the States of Nevada
and Washington as we carry out our exploration program. We may be required to
obtain work permits, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws. If we enter the
production phase, the cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements
include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

12

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At this stage of our development, the annual cost of complying
with regulatory requirements in the States of Nevada and Washington is expected
to be minimal. There is a risk that new regulations could increase our costs of
doing business and prevent us from carrying out our exploration program. We will
also have to sustain the cost of reclamation and environmental remediation for
all exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

Because our executive officers and directors do not have
formal training specific to the technicalities of mineral exploration, there is
a higher risk that our business will fail.

None of our executive officers and directors has any formal
training as a geologist. With the exception of Mr. Gorrill, our executive
officers and directors have only limited training in the technical aspects of
managing a mineral exploration company. With very limited direct training or
experience in these areas, our management may not be fully aware of the specific
requirements related to working within this industry. Our management's decisions
and choices may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use. Consequently, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in this industry.

If we are unable to hire and retain key personnel, we may
not be able to implement our business plan and our business will fail

Our success will largely depend on our ability to hire highly
qualified personnel with experience in geological exploration. These individuals
may be in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or may lose such employees after they are hired. Currently,
we have not hired any key personnel. Our failure to hire key personnel when
needed could have a significant negative effect on our business.

Because the prices of metals fluctuate, if the price of
metals for which we are exploring decreases below a specified level, it may no
longer be profitable to explore for those metals and we will cease
operations.

Metal prices are determined by such factors as expectations for
inflation, the strength of the United States dollar, global and regional supply
and demand, and political and economic conditions and production costs in metals
producing regions of the world. The aggregate effect of these factors on metal
prices is impossible for us to predict. In addition, the prices of metals such
as lead, zinc, copper, silver, gold or uranium are sometimes subject to rapid
short-term and/or prolonged changes because of speculative activities. The
current demand for and supply of these metals affect the metal prices, but not
necessarily in the same manner as current supply and demand affect the prices of
other commodities. The supply of these metals primarily consists of new
production from mining. If the prices of the metals are, for a substantial
period, below our foreseeable cost of production, it may not be economical for
us to continue operations and investors could lose their entire investment.

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Because our President, Secretary, Treasurer and Director,
Jarrett F. Bousquet, owns 55.2% of our outstanding common stock, investors may
find that corporate decisions controlled by Mr. Bousquet are inconsistent with
the interests of other stockholders.

Jarrett F. Bousquet, our President, Secretary, Treasurer, and
Director, controls 55.2% of our issued and outstanding shares of common stock.
Accordingly, in accordance with our Articles of Incorporation and Bylaws, Mr.
Bousquet is able to control who is elected to our board of directors and thus
could act, or could have the power to act, as our management. Since Mr. Bousquet
is not simply a passive investor, but is also our principal executive officer,
his interests as an executive officer may, at times, be adverse to those of
passive investors. Where those conflicts exist, our shareholders will be
dependent upon Mr. Bousquet exercising, in a manner fair to all of our
shareholders, his fiduciary duties as an officer or as a member of our board of
directors. Also, due to his stock ownership position, Mr. Bousquet will have:
(i) the ability to control the outcome of most corporate actions requiring
stockholder approval, including amendments to our Articles of Incorporation;
(ii) the ability to control corporate combinations or similar transactions that
might benefit minority stockholders which may be rejected by Mr. Bousquet to
their detriment, and (iii) control over transactions between him and
Yaterra.

We will likely conduct further offerings of our equity
securities in the future, in which case our stockholders interest may become
diluted.

Since our inception, we have relied on such sales of our common
stock to fund our operations. We will likely be required to conduct additional
equity offerings in the future to finance our current projects or to finance
subsequent projects that we decide to undertake. If common stock is issued in
return for additional funds, the price per share could be lower than that paid
by our current stockholders. We anticipate continuing to rely on equity sales of
our common stock in order to fund our business operations. If we issue
additional stock, stockholders' percentage interest in us could become
diluted.

The quotation price of our common stock may be volatile,
with the result that an investor may not be able to sell any shares acquired at
a price equal to or greater than the price paid by the investor.

Our common shares are quoted on the OTC Bulletin Board under
the symbol "YTRV. Companies quoted on the OTC Bulletin Board have traditionally
experienced extreme price and volume fluctuations. In addition, our stock price
may be adversely affected by factors that are unrelated or disproportionate to
our operating performance. Market fluctuations, as well as general economic,
political and market conditions such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. As a result of this potential volatility and potential lack of a
trading market, an investor may not be able to sell any of our common stock that
they acquire that a price equal or greater than the price paid by the
investor.

Because our stock is a penny stock, shareholders will be
more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or quotation system.
Because our securities constitute penny stocks within the meaning of the
rules, the rules apply to us and to our securities. The rules may further affect
the ability of owners of shares to sell our securities in any market that might
develop for them. As long as the trading price of our common stock is less than
$5.00 per share, the common stock will be subject to Rule 15g-9 under the
Exchange Act. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the SEC, that:

|1. | contains a description of the nature and level of risk in
      the market for penny stocks in both public offerings and secondary
      trading;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------

14

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|2. | contains a description of the brokers or dealers duties
      to the customer and of the rights and remedies available to the customer
      with respect to a violation to such duties or other requirements of
      securities laws;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|3. | contains a brief, clear, narrative description of a
      dealer market, including bid and ask prices for penny stocks and the
      significance of the spread between the bid and ask price;                                           
|   |                                                                                                                                                                                                                                          
|4. | contains a toll-free telephone number for inquiries on
      disciplinary actions;                                                                                                                                                       
|   |                                                                                                                                                                                                                                          
|5. | defines significant terms in the disclosure document or
      in the conduct of trading in penny stocks; and                                                                                                                             
|   |                                                                                                                                                                                                                                          
|6. | contains such other information and is in such form,
      including language, type, size and format, as the SEC shall require by
      rule or regulation.                                                                              

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customers account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

Entry into a Material Definitive Agreement

On July 14, 2009, we entered into an option agreement with
Geoffrey Goodall (the Optionor) to acquire a 60% undivided interest (the
Option) in a property referred to as the Frances Property. The Frances
Property consists 206 hectares and is located in the Vancouver Mining District,
British Columbia. In order to exercise and maintain the Option, we are required
to do the following:

|(a) | pay the Optionor $500 CDN on execution of the option
      agreement (which amount has been paid);
|--- | --------------------------------------------------------------------------------------------------

15

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|(b) | pay the Optionor $15,000 CDN as follows: (i) $2,000 CDN
      on or before October 14, 2009; (ii) $3,000 CDN on or before January 14,
      2010; and (iii) $10,000 on or before July 14, 2010;                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                     
|(c) | issue the Optionor shares of our common stock as follows:
      (i) 2,000 shares on or before October 14, 2009; (ii) 3,000 shares on or
      before January 14, 2010; and (iii) 10,000 shares on or before July 14,
      2010; and
|    |                                                                                                                                                                                                                                     
|(d) | incur exploration expenditures of $160,000 CDN on the
      property as follows: (i) $10,000 CDN on or before on or before January 14,
      2010; and (iii) $150,000 on or before July 14,
2011.                                   

ITEM 6. EXHIBITS.

|Exhibit |                                                                                                                                    
|------- | -----------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                            
|3.1     | Articles of Incorporation. (1)                                                                                                     
|3.2     | Bylaws, as amended. (1)                                                                                                            
|10.1    | Purchase Agreement
        (Minnie Claim) dated March 28, 2007 between Yaterra and Multi Metal Mining
        Corp (1)             
|10.2    | Purchase Agreement (Blue Jack
        Property) dated August 29, 2008 between Yaterra and Howard V. Metzler.
        (1)           
|10.3    | Option
        Agreement (Frances Property) dated July 14, 2009 between Yaterra and Geoffrey
        Goodall.                      
|31.1    | Certification
        of Principal Executive Officer as adopted pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002. 
|31.2    | Certification
        of Principal Accounting Officer as adopted pursuant to Section 302 of
        the Sarbanes-Oxley Act of 2002.
|32.1    | Certification
        of Principal Executive Officer as adopted pursuant to Section 906 of the
        Sarbanes-Oxley Act of 2002. 
|32.2    | Certification
        of Principal Accounting Officer as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002.

Notes(1) Previously filed as an exhibit to our Registration
Statement on Form S-1 originally filed with the SEC on December 8, 2008, as
amended January 8, 2009 and declared effective January 13, 2009.

16

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

|      |                     |     | YATERRA VENTURES CORP.            
|----- | ------------------- | --- | ----------------------------------
|      |                     |     |                                   
|      |                     |     |                                   
|      |                     |     |                                   
|Date: | July
      15, 2009 | By: | /s/
      Jarrett F. Bousquet     
|      |                     |     | JARRETT F. BOUSQUET               
|      |                     |     | President, Secretary and Treasurer
|      |                     |     | (Principal Executive Officer)     
|      |                     |     |                                   
|      |                     |     |                                   
|      |                     |     |                                   
|      |                     |     |                                   
|Date: | July
      15, 2009 | By: | /s/
      David K. Ryan           
|      |                     |     | DAVID K. RYAN                     
|      |                     |     | Vice President, Finance           
|      |                     |     | (Principal Accounting Officer)    

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