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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 February 28, 2011

[   ] 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 (§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
April 19, 2011, the Registrant had 1,630,000 shares of common stockoutstanding.

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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 three and six months ended February
28, 2011 are not necessarily indicative of the results that can be expected for
the year ending August 31, 2011.

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)

SECOND QUARTER FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to
      Reader)(Stated in U.S. Dollars)

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YATERRA VENTURES CORP.(An
      Exploration Stage Company)

BALANCE SHEETS(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

|                                                                                                                                                                                                                                                                                                                       |   | FEBRUARY 28 |   |   | AUGUST
      31 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | --------------- | -
|                                                                                                                                                                                                                                                                                                                       |   | 2011        |   |   | 2010            |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|ASSETS                                                                                                                                                                                                                                                                                                                 |   |             |   |   |                 |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|Current                                                                                                                                                                                                                                                                                                                |   |             |   |   |                 |  
|Cash                                                                                                                                                                                                                                                                                                                   | $ | -           |   | $ | 51              |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|Computer Equipment(Note 4)                                                                                                                                                                                                                                                                                             |   | -           |   |   | 98              |  
|Mineral Property Acquisition Costs(Note 5)                                                                                                                                                                                                                                                                             |   | 24,855      |   |   | 24,362          |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|Total Assets                                                                                                                                                                                                                                                                                                           | $ | 24,855      |   | $ | 24,511          |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|LIABILITIES                                                                                                                                                                                                                                                                                                            |   |             |   |   |                 |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|Current                                                                                                                                                                                                                                                                                                                |   |             |   |   |                 |  
|Excess of checks issued
      over funds on deposit                                                                                                                                                                                                                                                                    | $ | 2,502       |   | $ | -               |  
|Accounts
      payable and accrued liabilities                                                                                                                                                                                                                                                                         |   | 125,777     |   |   | 116,739         |  
|Amounts payable to
      related parties (Note 8)                                                                                                                                                                                                                                                                      |   | 38,250      |   |   | 30,500          |  
|Promissory notes (Note 6)                                                                                                                                                                                                                                                                                              |   | 227,532     |   |   | 161,091         |  
|Total Current Liabilities                                                                                                                                                                                                                                                                                              |   | 394,061     |   |   | 308,330         |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|STOCKHOLDERS DEFICIENCY                                                                                                                                                                                                                                                                                               |   |             |   |   |                 |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|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
      common shares as at August 31, 2010
      and 
                          
      February 28, 2011                                                                                                                                                                     |   | 1,630       |   |   | 1,630           |  
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|Additional Paid-In Capital                                                                                                                                                                                                                                                                                             |   | 189,370     |   |   | 189,370         |  
|Deficit Accumulated During The Exploration Stage                                                                                                                                                                                                                                                                       |   | (560,206    | ) |   | (474,819        | )
|Total Stockholders Deficiency                                                                                                                                                                                                                                                                                         |   | (369,206    | ) |   | (283,819        | )
|                                                                                                                                                                                                                                                                                                                       |   |             |   |   |                 |  
|Total Liabilities and Stockholders Deficiency                                                                                                                                                                                                                                                                         | $ | 24,855      |   | $ | 24,511          |  

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

F-1

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YATERRA VENTURES CORP.(An
      Exploration Stage Company)

STATEMENTS OF OPERATIONS(Unaudited  see Notice
      to Reader)(Stated in U.S. Dollars)

|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   | CUMULATIVE  |  
|--------------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | - | - | --------- | - | - | ----------- | -
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   | PERIOD FROM |  
|                                                    |   | THREE       |   |   | SIX         |   |   | INCEPTION   |  
|                                                    |   | MONTHS      |   |   | MONTHS      |   |   | NOVEMBER 20 |  
|                                                    |   | ENDED       |   |   | ENDED       |   |   | 2006 TO     |  
|                                                    |   | FEBRUARY 28 |   |   | FEBRUARY 28 |   |   | FEBRUARY 28 |  
|                                                    |   | 2011        |   |   | 2010        |   |   | 2011        |   |   | 2010      |   |   | 2011        |  
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|Expenses                                            |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|Accounting and audit                                | $ | 5,348       |   | $ | 14,707      |   | $ | 14,631      |   | $ | 19,707    |   | $ | 123,308     |  
|Bank charges
      and interest                     |   | 5,585       |   |   | 3,345       |   |   | 10,002      |   |   | 5,948     |   |   | 27,427      |  
|Consulting fees                                     |   | 150         |   |   | 150         |   |   | 300         |   |   | 300       |   |   | 2,450       |  
|Depreciation                                        |   | -           |   |   | 98          |   |   | 98          |   |   | 197       |   |   | 1,184       |  
|Management fees                                     |   | 12,000      |   |   | 12,000      |   |   | 24,000      |   |   | 24,000    |   |   | 171,500     |  
|Mineral property
      exploration costs            |   | 1,756       |   |   | 5,560       |   |   | 1,756       |   |   | 5,560     |   |   | 39,994      |  
|Office and administrative                           |   | 9,178       |   |   | 4,129       |   |   | 11,947      |   |   | 8,221     |   |   | 55,302      |  
|Professional
      fees                             |   | 8,954       |   |   | 6,930       |   |   | 18,363      |   |   | 11,081    |   |   | 104,021     |  
|Transfer agent and filing
      fees                |   | 3,956       |   |   | 2,961       |   |   | 3,956       |   |   | 4,242     |   |   | 19,351      |  
|Travel and
      promotion                          |   | 162         |   |   | -           |   |   | 334         |   |   | -         |   |   | 15,669      |  
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|Net Loss For The Period                             | $ | (47,089     | ) | $ | (49,880     | ) | $ | (85,387     | ) | $ | (79,256   | ) | $ | (560,206    | )
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|Basic And Diluted
      Loss Per Share              | $ | (0.03       | ) | $ | (0.03       | ) | $ | (0.05       | ) | $ | (0.05     | ) |   |             |  
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|                                                    |   |             |   |   |             |   |   |             |   |   |           |   |   |             |  
|Weighted Average Number OfCommon Shares Outstanding |   | 1,630,000   |   |   | 1,630,000   |   |   | 1,630,000   |   |   | 1,630,000 |   |   |             |  

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 CASH FLOWS(Unaudited  see Notice
      to Reader)(Stated in U.S. Dollars)

|                                                                         |   |             |   |   |             |   |   | CUMULATIVE  |  
|------------------------------------------------------------------------ | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                                                         |   |             |   |   |             |   |   | PERIOD FROM |  
|                                                                         |   | SIX         |   |   | INCEPTION   |  
|                                                                         |   | MONTHS      |   |   | NOVEMBER 20 |  
|                                                                         |   | ENDED       |   |   | 2006 TO     |  
|                                                                         |   | FEBRUARY 28 |   |   | FEBRUARY 28 |  
|                                                                         |   | 2011        |   |   | 2010        |   |   | 2011        |  
|                                                                         |   |             |   |   |             |   |   |             |  
|Cash Provided by (Used In) OperatingActivities                           |   |             |   |   |             |   |   |             |  
|Net loss for the period                                                  | $ | (85,387     | ) | $ | (79,256     | ) | $ | (560,206    | )
|Depreciation                                                             |   | 98          |   |   | 197         |   |   | 1,184       |  
|Interest accrued on promissory notes                                     |   | 8,969       |   |   | 4,542       |   |   | 22,713      |  
|                                                                         |   |             |   |   |             |   |   |             |  
|Changes
      in non-cash operating working capital items:               |   |             |   |   |             |   |   |             |  
|                                                                         |   |             |   |   |             |   |   |             |  
|Accounts
      payable and accrued liabilities                           |   | 9,038       |   |   | 18,194      |   |   | 125,777     |  
|Amounts due to related parties                                           |   | 7,750       |   |   | 4,210       |   |   | 38,250      |  
|                                                                         |   | (59,532     | ) |   | (52,113     | ) |   | (372,282    | )
|Cash Used In Investing Activities                                        |   |             |   |   |             |   |   |             |  
|Mineral property acquisition
      costs                                 |   | (493        | ) |   | (960        | ) |   | (24,855     | )
|Computer
      equipment                                                 |   | -           |   |   | -           |   |   | (1,184      | )
|                                                                         |   | (493        | ) |   | (960        | ) |   | (26,039     | )
|Cash Provided By Financing Activities                                    |   |             |   |   |             |   |   |             |  
|Issue of share capital                                                   |   | -           |   |   | -           |   |   | 191,000     |  
|Promissory
      notes                                                   |   | 57,472      |   |   | 55,585      |   |   | 204,819     |  
|                                                                         |   | 57,472      |   |   | 55,585      |   |   | 395,819     |  
|                                                                         |   |             |   |   |             |   |   |             |  
|(Decrease) Increase In Cash                                              |   | (2,553      | ) |   | 2,512       |   |   | (2,502      | )
|                                                                         |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Period                                                |   | 51          |   |   | 1,941       |   |   | -           |  
|                                                                         |   |             |   |   |             |   |   |             |  
|(Excess of Checks
      Issued Over Funds onDeposit) Cash, End Of Period | $ | (2,502      | ) | $ | 4,453       |   | $ | (2,502      | )
|                                                                         |   |             |   |   |             |   |   |             |  
|Supplemental Disclosure Of Cash FlowInformation                          |   |             |   |   |             |   |   |             |  
|Cash paid
      during the period for:                                   |   |             |   |   |             |   |   |             |  
|Interest                                                                 | $ | -           |   | $ | -           |   | $ | -           |  
|Income taxes                                                             | $ | -           |   | $ | -           |   | $ | -           |  

There were no material non-cash financing or investing
  activities during the periods presented.

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)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to
      Reader)(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, 2010. 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, 2010, has been omitted. The results of operations
      for the six month period ended February 28, 2011 are not necessarily
      indicative of results for the entire year ending August 31,
      2011.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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-4

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|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 $560,206 for the period from November 20, 2006 (inception) to February 28, 2011, and has no sales. These factors raise substantial doubt
      about the Company’s ability to continue as a going concern. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The financial statements have been properly prepared within the framework of the significant accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-5

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YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

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

F-6

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YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

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

F-7

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YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

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

F-8

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

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

F-9

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

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

| |                                                                             |   |             |  |   | QUOTED    |  |   | SIGNIFICANT |  |   |              | 
| | --------------------------------------------------------------------------- | - | ----------- |  | - | --------- |  | - | ----------- |  | - | ------------ | 
| |                                                                             |   | FAIR VALUE  |  |   | PRICES    |  |   | OTHER       |  |   |              | 
| |                                                                             |   | AT          |  |   | IN ACTIVE |  |   | OBSERVABLE  |  |   | UNOBSERVABLE | 
| |                                                                             |   | FEBRUARY 28 |  |   | MARKETS   |  |   | INPUTS      |  |   | INPUTS       | 
| | DESCRIPTION                                                                 |   | 2011        |  |   | (LEVEL 1) |  |   | (LEVEL 2)   |  |   | (LEVEL 3)    | 
| |                                                                             |   |             |  |   |           |  |   |             |  |   |              | 
| | Financial Liabilities:                                                      |   |             |  |   |           |  |   |             |  |   |              | 
| |                                                                             |   |             |  |   |           |  |   |             |  |   |              | 
| | Excess of checks issued over 
         funds on deposit                     | $ | 2,502       |  | $ | 2,502     |  | $ | -           |  | $ | -            | 
| |                                                                             |   |             |  |   |           |  |   |             |  |   |              | 
| | Financial liabilities measured at 
         fair value at February 28, 2011 | $ | 2,502       |  | $ | 2,502     |  | $ | -           |  | $ | -            | 

|3. | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In April 2010, the FASB provided an update to address the
      classification of an employee share-based payment award with an exercise
      price denominated in the currency of a market in which the underlying
      equity security trades. FASB Accounting Standards Codification Topic 718,
      CompensationStock Compensation, provides guidance on the classification
      of a share-based payment award as either equity or a liability. A
      share-based payment award that contains a condition that is not a market,
      performance, or service condition is required to be classified as a
      liability. This standard is effective for years beginning after December
      15, 2010, and for subsequent interim and annual reporting periods
      thereafter. The Company does not expect the adoption of this standard to
      have a significant effect on the Company's results of operations or
      financial position.             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In January 2010, the FASB issued ASU 2010-06, Fair
      Value Measurements and Disclosures (Topic 820), Improving Disclosures
      about Fair Value Measurements,amending ASC 820. ASU 2010-06 requires
      entities to provide new disclosures and clarify existing disclosures
      relating to fair value measurements. The new disclosures and
      clarifications of existing disclosures are effective for interim and
      annual reporting periods beginning after December 15, 2009, except for the
      disclosures about purchases, sales, issuances, and settlements in Level 3
      fair value measurements, which are effective for fiscal years beginning
      after December 15, 2010 and for interim periods within those fiscal years.
      The Company is currently evaluating the impact of ASU 2010-06, but does
      not expect its adoption to have a material impact on the Companys
      financial position or results of operations.

F-10

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | In October 2009, the FASB issued ASU 2009-13, Revenue
      Recognition (Topic 605), Multiple-Deliverable Revenue Arrangementsamending ASC 605. ASU 2009-13 requires entities to allocate revenue in
      an arrangement using estimated selling prices of the delivered goods and
      services based on a selling price hierarchy. ASU 2009-13 eliminates the
      residual method of revenue allocation and requires revenue to be allocated
      using the relative selling price method. ASU 2009-13 is effective
      prospectively for revenue arrangements entered into or materially modified
      in fiscal years beginning on or after June 15, 2010. The adoption of ASU
      2009-13 did not have a material impact on the Companys financial position
      or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4. | COMPUTER EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                    |   | FEBRUARY 28 |  |   | AUGUST 31    | 
| | ------------------ | - | ----------- |  | - | ------------ | 
| |                    |   |             |  |   | 2011         | 
| |                    |   |             |  |   | ACCUMULATED  | 
| |                    |   | COST        |  |   | AMORTIZATION | 
| |                    |   |             |  |   |              | 
| | Computer equipment | $ | 1,184       |  | $ | 1,184        | 

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

| |                    |   | AUGUST 31 |  |   |           |  |   | ABANDONED, |  |   | FEBRUARY 28 | 
| | ------------------ | - | --------- |  | - | --------- |  | - | ---------- |  | - | ----------- | 
| |                    |   | 2010      |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | 2011        | 
| | Mineral Property   |   |           |  |   |           |  |   |            |  |   |             | 
| |                    |   |           |  |   |           |  |   |            |  |   |             | 
| | Blue Jack claims   | $ | 16,000    |  | $ | -         |  | $ | -          |  | $ | 16,000      | 
| | Frances claims     |   | 2,362     |  |   | 493       |  |   | -          |  |   | 2,855       | 
| | Minnie Lode claims |   | 6,000     |  |   | -         |  |   | -          |  |   | 6,000       | 
| |                    |   |           |  |   |           |  |   |            |  |   |             | 
| |                    | $ | 24,362    |  | $ | 493       |  | $ | -          |  | $ | 24,855      | 

F-11

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

|5. | MINERAL PROPERTIES(Continued)
|-- | -----------------------------

| |                    |   | AUGUST 31 |  |   |           |  |   | ABANDONED, |  |   | AUGUST 31 | 
| | ------------------ | - | --------- |  | - | --------- |  | - | ---------- |  | - | --------- | 
| |                    |   | 2009      |  |   | ADDITIONS |  |   | IMPAIRED   |  |   | 2010      | 
| | Mineral Property   |   |           |  |   |           |  |   |            |  |   |           | 
| |                    |   |           |  |   |           |  |   |            |  |   |           | 
| | Blue Jack claims   | $ | 16,000    |  | $ | -         |  | $ | -          |  | $ | 16,000    | 
| | Frances claims     |   | 443       |  |   | 1,919     |  |   | -          |  |   | 2,362     | 
| | Minnie Lode claims |   | 6,000     |  |   | -         |  |   | -          |  |   | 6,000     | 
| |                    |   |           |  |   |           |  |   |            |  |   |           | 
| |                    | $ | 22,443    |  | $ | 1,919     |  | $ | -          |  | $ | 24,362    | 

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 year ended August 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.

On July 14, 2009, the Company entered
  into an assignment agreement to acquire an undivided 60% interest in a mineral
  claim (known as the Frances claim) situated in the Vancouver Mining District,
  British Columbia, Canada. The Company paid $500 CDN on execution of the
  agreement.

The assignment agreement was amended on
  October 27, 2009 (the First Amendment Agreement), December 10, 2009 (the
  Second Amendment Agreement), February 11, 2010 (the Third Amendment
  Agreement), June 1, 2010 (the Fourth Amendment Agreement), and September 1,
  2010 (the Fifth Amendment Agreement),and consideration for the claim is as
  follows:

| | 1. | $500 CDN on execution of the First Amendment Agreement
      (paid); $500 CDN on execution of the Second Amendment Agreement (paid);
      $500 CDN on execution of the Third Amendment Agreement (paid); $500 CDN on
      execution of the Fourth Amendment Agreement (paid); $500 CDN on execution
      of the Fifth Amendment Agreement (paid);
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | 2,000 common shares due on or before March 15,
      2011                                                                                                                                                                                                                                                                                           
| | 3. | incurring $10,000 CDN in exploration expenditures by
      March 15, 2011;                                                                                                                                                                                                                                                                          
| | 4. | an additional $2,500 CDN due on or before April 15,
      2011;                                                                                                                                                                                                                                                                                     
| | 5. | an additional 3,000 common shares due on or before April
      15, 2011;                                                                                                                                                                                                                                                                            
| | 6. | an additional $10,000 CDN due on or before July 14,
      2011;                                                                                                                                                                                                                                                                                     
| | 7. | an additional 10,000 common shares due on or before July
      14, 2011;                                                                                                                                                                                                                                                                            
| | 8. | incurring an additional $150,000 CDN in exploration
      expenditures by July 14, 2012.                                                                                                                                                                                                                                                            

All other terms of the agreement remain
  unchanged. The Company is currently negotiating the terms of the assignment
  agreement.

F-12

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

|6. | PROMISSORY NOTES                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended August 31, 2010, the Company entered into various promissory note agreements, whereby it borrowed an additional $85,217 (2009 -$62,130) from arms’ length parties. These notes bear interest at
      10% to 12% per annum, are unsecured and are repayable on demand. As at August 31, 2010, a total of $13,744 (2009 – $2,209) has been accrued as interest on all of the outstanding notes.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the six month period ended February 28, 2011, the Company entered into additional promissory note agreements, whereby it borrowed an additional $57,472 from arms’ length parties. These notes bear interest at 10%,
      are unsecured and are repayable on demand. As at February 28, 2011, a total of $22,713 has been accrued as interest on all of the outstanding notes.                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|7. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended August 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.                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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.                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Included in issued share capital are 900,000 restricted common shares of the Company (August 31, 2010 – 900,000).                                                                                                                                                                                                                                                                                                   

F-13

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                
|   | During the six month period ended February 28, 2011, the
      Company paid or accrued management fees for services performed in the
      amount of $21,000 (2010 - $21,000) to directors and also paid or accrued
      during the period, $3,000 to two members of management (2010 -
      $3,000).                                        
|   |                                                                                                                                                                                                                                                                                                                                                
|   | As at February 28, 2011, a total of $38,250 (August 31,
      2010 - $30,500) is owing to a director and 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 or
      consulting arrangements. Rental of premises is on a month-to-month
      basis.                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                
|   | On January 15, 2011, the Company entered into a letter of
      intent with nanoCrypt AG (nanoCrypt) with respect to entering into a
      proposed business combination of the Company and nanoCrypt. NanoCrypt is
      the owner of a patented technology used for their mobile ticketing and
      coupon systems known as nanoTicketTM .
|   |                                                                                                                                                                                                                                                                                                                                                
|   | The Company decided not to proceed with the proposed
      business combination.                                                                                                                                                                                                                                                               

F-14

---

YATERRA VENTURES CORP.(An Exploration Stage Company)

CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS

FEBRUARY 28, 2011(Unaudited  see Notice to Reader)(Stated in U.S. Dollars)

|10. | SEGMENT INFORMATION                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                       
|    | The Company has one reportable operating segment, being
      the acquisition and exploration of mineral properties. Details of
      identifiable assets by geographic segments are as
      follows:

| |                   |   |         |  |   | MINERAL   | 
| | ----------------- | - | ------- |  | - | --------- | 
| |                   |   | CAPITAL |  |   | PROPERTY  | 
| |                   |   | ASSETS  |  |   | INTERESTS | 
| |                   |   |         |  |   |           | 
| | February 28, 2011 |   |         |  |   |           | 
| | USA               | $ | -       |  | $ | 22,000    | 
| | Canada            |   | -       |  |   | 2,855     | 
| |                   |   |         |  |   |           | 
| |                   | $ | -       |  | $ | 24,855    | 
| |                   |   |         |  |   |           | 
| | August 31, 2010   |   |         |  |   |           | 
| | USA               | $ | -       |  | $ | 22,000    | 
| | Canada            |   | 98      |  |   | 2,362     | 
| |                   |   |         |  |   |           | 
| |                   | $ | 98      |  | $ | 24,362    | 

|11. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                  
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                   
|    | Subsequent to February 28, 2011, the Company entered into
      seven promissory note agreements whereby it borrowed a total of $9,269
      from arms length parties. The notes bear interest at 10% per annum, are
      unsecured and are repayable on demand.

F-15

---

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.

Forward looking statements are based on the reasonable
assumptions, estimates, analysis and opinions of management made in light of its
experience and perception of trends, current conditions and expected
developments, as well as other factors that management believes to be relevant
and reasonable at the date such statement are made.

We intend to discuss in our Quarterly Reports and Annual
Reports any events or circumstances that occurred during the period to which
such documents relate that are reasonably likely to cause actual events or
circumstances to differ materially from those disclosed in this Quarterly
Report. New factors emerge from time to time, and it is not possible for
management to predict all of such factors and to assess in advance the impact of
each such factor on the Companys business or the extent to which any factor, or
combination of such factors, may cause actual results to differ materially from
those contained in any forwarding looking statement.

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.
The Blue Jack Property is comprised of 10 mineral claims coveringapproximately 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. We plan to focus our resources on the Blue Jack Property in
order to assess whether it possesses mineral deposits of lead, zinc, copper,
silver, gold or uranium capable of commercial extraction. Due to the potential
of the Blue Jack Property, we have suspended our exploration program on the
Minnie Claim.

In addition to the Blue Jack Property and the Minnie Claim, we
also have an option to acquire a 60% 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.
Under the terms of an option agreement dated July 14, 2009, as amended on
October 27, 2009 (the First Amendment Agreement), December 10, 2009 (the
Second Amendment Agreement), February 11, 2010 (the Third Amendment
Agreement), June 1, 2010 (the Fourth Amendment Agreement) and September 1,
2010 (the Fifth Amendment Agreement) between the Company and Geoffrey Goodall
(the Optionor), in order to exercise and maintain the Option, we are required
to do the following:

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

3

---

|(c) | pay $500 CDN to the Optionor on execution of the Second
      Amendment Agreement (which amount has been paid);
|--- | ---------------------------------------------------------------------------------------------------------------
|    |                                                                                                                
|(d) | pay $500 CDN to the Optionor on execution of the Third
      Amendment Agreement (which amount has been paid); 
|    |                                                                                                                
|(e) | pay $500 CDN to the Optionor on execution of the Fourth
      Amendment Agreement (which amount has been paid);
|    |                                                                                                                
|(f) | pay $500 CDN to the Optionor on execution of the Fifth
      Amendment Agreement (which amount has been paid); 
|    |                                                                                                                
|(g) | pay an aggregate of $12,500 CDN to the Optionor as
      follows:                                              

| | (i)  | $2,500 CDN on or before April 15, 2011; and
| | ---- | -------------------------------------------
| | (ii) | $10,000 CDN on or before July 14,
2011;    

|(h) | issue an aggregate of 15,000 shares of our common stock
      to the Optionor as follows:
|--- | -----------------------------------------------------------------------------------------

| | (i)   | 2,000 shares on or before March 15, 2011;      
| | ----- | -----------------------------------------------
| | (ii)  | 3,000 shares on or before April 15, 2011; and  
| | (iii) | 10,000 shares on or before July 14, 2011;
  and

|(i) | incur exploration expenditures of $160,000 CDN on the
      Frances Property as follows:
|--- | ----------------------------------------------------------------------------------------

| | (i)  | $10,000 CDN on or before on or before March 15, 2011;
      and
| | ---- | ---------------------------------------------------------------
| | (ii) | $150,000 CDN on or before July 14,
2012.                       

We are currently in the process of negotiating an extension to
the option agreement with the Optionor. 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 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.

LETTER OF INTENT - NANOCRYPT

On January 18, 2010, we entered into a letter of intent with
nanoCrypt AG ("nanoCrypt") with respect to entering into a proposed business
combination with nanoCrypt. NanoCrypt is the owner of a patented technology used
for their mobile ticketing and coupon systems known as nanoTicket and
nanoCoupon respectively. Under the letter of intent, we agreed to complete a
business combination such that following completion of the business combination,
nanoCrypt or its shareholders will own 60% of the common shares of the resulting
entity and our shareholders immediately prior to the business combination will
own the remaining 40%.

The parties agreed to use reasonable commercial efforts to
prepare and execute formal documents for the business combination within 60 days
of the date of the letter of intent. We were unable to finalize a formal
agreement for the proposed business combination. As a result, we have chosen not to
proceed with the proposed business combination with nanoCrypt.

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 in order to assess whether it possesses mineral
reserves capable of commercial extraction. We have decided to suspend our
operations on the Minnie Claim in order to focus our resources on the Blue Jack
Property.

4

---

Our exploration program on the Blue Jack Property 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 2011. 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 2011, subject to
      obtaining additional financing.Phase Ib
    Grid set up and soil sampling along grid.
    $28,250
    Planned for Fall 2011.Phase Ic
    Magnetometer survey and IP Survey (can be
      conducted concurrently with Phase Ib).
    $42,600
    Planned for Fall 2011.


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
    86,000Mineral Property Option Payments
    12,000TOTAL
    $182,000


To date, we have not earned any revenues and we do not
anticipate earning revenues in the near future. As at February 28, 2011, we had
no 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 option payments for the Frances Property. 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 and Six Months Summary

|         |   | Three
      Months Ended |   |   | Percentage   |   |  | Six Months Ended |  |   | Percentage   |  
|-------- | - | ------------------------ | - | - | ------------ | - |  | ---------------- |  | - | ------------ | -
|         |   | February 28,             |   |   | February 28, |   |  | Increase /       |  |   | February 28, |  
|         |   | 2011                     |   |   | 2010         |   |  | (Decrease)       |  |   | 2011         |  
|Revenue  | $ | -                        |   | $ | -            |   |  | n/a              |  | $ | -            |  
|Expenses |   | (47,089                  | ) |   | (49,880      | ) |  | (5.6)%           |  |   | (85,387      | )
|Net Loss | $ | (47,089                  | ) | $ | (49,880      | ) |  | (5.6)%           |  | $ | (85,387      | )

5

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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 six months ended February 28,
2011 and 2010 consisted of the following:

|                                   |   | Three        |  |   | Three        |  |  |            |  |   |              |  |   |              |  |  |            | 
|---------------------------------- | - | ------------ |  | - | ------------ |  |  | ---------- |  | - | ------------ |  | - | ------------ |  |  | ---------- | 
|                                   |   | Months       |  |   | Months       |  |  |            |  |   | Six Months   |  |   | Six Months   |  |  |            | 
|                                   |   | Ended        |  |   | Ended        |  |  | Percentage |  |   | Ended        |  |   | Ended        |  |  | Percentage | 
|                                   |   | February 28, |  |   | February 28, |  |  | Increase / |  |   | February 28, |  |   | February 28, |  |  | Increase / | 
|                                   |   | 2011         |  |   | 2010         |  |  | (Decrease) |  |   | 2011         |  |   | 2010         |  |  | (Decrease) | 
|Accounting and Audit               | $ | 5,348        |  | $ | 14,707       |  |  | (63.6)%    |  | $ | 14,631       |  | $ | 19,707       |  |  | (25.8)%    | 
|Bank Charges and Interest          |   | 5,585        |  |   | 3,345        |  |  | 67.0%      |  |   | 10,002       |  |   | 5,948        |  |  | 68.2%      | 
|Consulting Fees                    |   | 150          |  |   | 150          |  |  | 0.0%       |  |   | 300          |  |   | 300          |  |  | 0.0%       | 
|Depreciation                       |   | -            |  |   | 98           |  |  | (100)%     |  |   | 98           |  |   | 197          |  |  | (50.3)%    | 
|Management Fees                    |   | 12,000       |  |   | 12,000       |  |  | 0.0%       |  |   | 24,000       |  |   | 24,000       |  |  | 0.0%       | 
|Mineral Property Exploration Costs |   | 1,756        |  |   | 5,560        |  |  | (68.4)%    |  |   | 1,756        |  |   | 5,560        |  |  | (68.4)%    | 
|Office and Administrative          |   | 9,178        |  |   | 4,129        |  |  | 122.3%     |  |   | 11,947       |  |   | 8,221        |  |  | 45.3%      | 
|Professional Fees                  |   | 8,954        |  |   | 6,930        |  |  | 29.2%      |  |   | 18,363       |  |   | 11,081       |  |  | 65.7%      | 
|Transfer Agent and Filing Fees     |   | 3,956        |  |   | 2,961        |  |  | 33.6%      |  |   | 3,956        |  |   | 4,242        |  |  | (6.7)%     | 
|Travel and Promotion               |   | 162          |  |   | -            |  |  | 100%       |  |   | 334          |  |   | -            |  |  | 100%       | 
|Total Expenses                     | $ | 47,089       |  | $ | 49,880       |  |  | (5.6)%     |  | $ | 85,387       |  | $ | 79,256       |  |  | 7.7%       | 

Our operating expenses decreased from $49,880, during the three
months ended February 28, 2010, to $47,089, during the three months ended
February 28, 2011. The decrease was primarily due to decreases in accounting and
audit expenses and mineral exploration costs. This was partially offset by
increases in bank charges and interest, office and administrative expenses,
professional fees and transfer agent and filing fees.

Audit and accounting expenses and professional expenses
primarily relate to expenses incurred in connection with meeting our ongoing
reporting requirements under the Exchange Act.

Management fees consists of fees incurred to our executive
directors and officers.

If we are able to obtain sufficient financing to proceed with
our plan of operation, of which there is no assurance, we expect that our
expenses will increase significantly as we engage in mining and exploration
activities.

6

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LIQUIDITY AND CAPITAL RESOURCES

|Working Capital         |   |                   |   |   |                 |   |  |            | 
|----------------------- | - | ----------------- | - | - | --------------- | - |  | ---------- | 
|                        |   |                   |   |   |                 |   |  | Percentage | 
|                        |   | As at             |   |   | As at           |   |  | Increase / | 
|                        |   | February 28, 2011 |   |   | August 31, 2010 |   |  | (Decrease) | 
|Current Assets          | $ | -                 |   | $ | 51              |   |  | (100)%     | 
|Current Liabilities     |   | 394,061           |   |   | 308,330         |   |  | 27.8%      | 
|Working Capital Deficit | $ | (394,061          | ) | $ | (308,279        | ) |  | 27.8%      | 

|Cash Flows                                        |   |                   |   |   |                   |  
|------------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                                  |   | Six Months Ended  |   |   | Six Months Ended  |  
|                                                  |   | February 28, 2011 |   |   | February 28, 2010 |  
|Cash Flows Used In Operating
      Activities     | $ | (59,532           | ) | $ | (52,113           | )
|Cash Flows Used in Investing Activities           |   | (493              | ) |   | (960              | )
|Cash Flows Provided By
      Financing Activities |   | 57,472            |   |   | 55,585            |  
|Increase (Decrease) In Cash During Period         | $ | (2,553            | ) | $ | 2,512             |  

As of February 28, 2011, we had no cash on hand and a working
capital deficit of $394,061. 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
$57,472 in short term loans from arms length parties. The loans bear interest at
10%, are unsecured and due on demand.

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.

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.

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.

Our plan of operation calls for us to spend significantly more
than our current capital resources or the amount of financing that we have been
able to obtain to date. As such, there is a substantial doubt that we will be
able to raise significant financing to complete our stated plan of operation.
Any substantial financing that we are able to obtain is expected to be in the
form of equity 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 that is
material to stockholders.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 of
our interim financial statements included in this Quarterly Report. We have
identified certain accounting policies, described below, that are most important
to the portrayal of our current financial condition and results of operations.

7

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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. 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.

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 producing 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
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.

ITEM
3.               
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

8

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ITEM
4T.             
CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our
management, including our Principal Executive Officer and Principal Accounting
Officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rules 13a-15(e) and 15(d)-15(e) as of
February 28, 2011, (Evaluation Date). Based upon that evaluation, our
Principal Executive Officer and Principal Accounting Officer concluded that our
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 in our Annual Report on Form 10-K for the year ended August
31, 2010 (the "2010 Annual Report").

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 Chief Executive Officer and Chief
Financial 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 in our 2010 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended February
28, 2011 fairly present our financial condition, results of operations and cash
flows in all material respects.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended February 28, 2011 that
have materially affected, or that are reasonably likely to materially affect,
our internal control over financial reporting.

9

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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 February 28, 2011, we had no cash on hand. Our ability to
implement Phases 1a, 1b and 1c of our exploration program on the Blue Jack
Property and meet our obligations under the option agreement to acquire a 60%
undivided interest in the Frances Property will be subject to our obtaining
additional financing. 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. It is unknown whether this property contains 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 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;                                                                                                                                                                                         

10

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| | (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, 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 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.

At this stage of our development, the annual cost of complying
with regulatory requirements in the State of Nevada 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.

11

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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.

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.

12

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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 stock is 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 at 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;                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                          
|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.

13

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

None.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM
5.               
OTHER INFORMATION.

None.

ITEM
6.               
EXHIBITS.

The following exhibits are either provided with this Quarterly
Report or are incorporated herein by reference:

|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.(2)                                    
|10.4    | Amendment Agreement (Frances
        Property) dated October 27, 2009 between Yaterra and Geoffrey Goodall.(3)                              
|10.5    | Second Amendment
        Agreement (Frances Property) dated December 10, 2009 between Yaterra and
        Geoffrey Goodall.(3)              
|10.6    | Third Amendment Agreement (Frances
        Property) dated February 11, 2010 between Yaterra and Geoffrey Goodall.(4)                       
|10.7    | Fourth Amendment
        Agreement (Frances Property) dated June 1, 2010 between Yaterra and Geoffrey
        Goodall. (5)                  
|10.8    | Fifth Amendment Agreement (Frances
        Property) dated for reference September 1, 2010 between Yaterra and Geoffrey
        Goodall. (7)
|14.1    | Code of Ethics.(3)                                                                                                                          
|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.         

14

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|Exhibit |                                                                             
|------- | ----------------------------------------------------------------------------
|Number  | Description of Exhibits                                                     
|99.1    | Audit Committee
      Charter.(3)                                           
|99.2    | Letter of Intent between the Company and
      Healthcare of Today, Inc. (6)
|99.3    | Letter of Intent between the
      Company and NanoCrypt AG.(8)             

|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.
|(2)    | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q filed with the SEC on July 16, 2009.                                                                                               
|(3)    | Previously filed as an exhibit to our Annual Report on
      Form 10-K filed with the SEC on December 15, 2009.                                                                                              
|(4)    | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q filed with the SEC on April 19, 2010.                                                                                              
|(5)    | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q filed with the SEC on July 15, 2010.                                                                                               
|(6)    | Previously filed as an exhibit to our Current Report on
      Form 8-K filed with the SEC on November 10, 2010.                                                                                              
|(7)    | Previously filed as an exhibit to our Annual Report on
      Form 10-K filed with the SEC on December 14, 2010.                                                                                              
|(8)    | Previously filed as an exhibit to our Quarterly Report on
      Form 10-Q filed with the SEC on January 19, 2011.                                                                                            

15

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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: | April 19, 2011 |  | By: | /s/ Jarrett F. Bousquet                 
|      |                |  |     | JARRETT F. BOUSQUET                     
|      |                |  |     | President, Secretary and
      Treasurer
|      |                |  |     | (Principal Executive Officer)           
|      |                |  |     |                                         
|      |                |  |     |                                         
|      |                |  |     |                                         
|      |                |  |     |                                         
|Date: | April 19, 2011 |  | By: | /s/ David K. Ryan                       
|      |                |  |     | DAVID K. RYAN                           
|      |                |  |     | Vice President, Finance                 
|      |                |  |     | (Principal Accounting Officer)          

---