---

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 November 30,
2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGEACT 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. Yes [ ] No [X]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See 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
February 20, 2009, the Issuer had 1,630,000 Shares of Common Stock
outstanding.

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PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three months ended November 30, 2008
are not necessarily indicative of the results that can be expected for the year
ending August 31, 2009.

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

2

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YATERRA VENTURES CORP.(An Exploration Stage Company)

FIRST QUARTER FINANCIAL STATEMENTS

NOVEMBER 30, 2008(Unaudited)
  (Stated in U.S. Dollars)

F-1

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|YATERRA VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in U.S. Dollars)      

|                                                           |   | NOVEMBER 30 |   |   | AUGUST
      31 |  
|---------------------------------------------------------- | - | ----------- | - | - | --------------- | -
|                                                           |   | 2008        |   |   | 2008            |  
|                                                           |   | (Unaudited) |   |   |                 |  
|ASSETS                                                     |   |             |   |   |                 |  
|                                                           |   |             |   |   |                 |  
|Current                                                    |   |             |   |   |                 |  
|Cash                                                       | $ | 9,939       |   | $ | 1,720           |  
|Deposits                                                   |   | 309         |   |   | 2,323           |  
|Prepaid expenses (Note 7)                                  |   | 2,500       |   |   | -               |  
|Total Current Assets                                       |   | 12,748      |   |   | 4,043           |  
|                                                           |   |             |   |   |                 |  
|Computer Equipment(Note 4)                                 |   | 789         |   |   | 888             |  
|Mineral Property Acquisition Costs(Note 5)                 |   | 22,000      |   |   | 6,000           |  
|                                                           |   |             |   |   |                 |  
|Total Assets                                               | $ | 35,537      |   | $ | 10,931          |  
|                                                           |   |             |   |   |                 |  
|LIABILITIES                                                |   |             |   |   |                 |  
|                                                           |   |             |   |   |                 |  
|Current                                                    |   |             |   |   |                 |  
|Accounts
      payable and accrued liabilities             | $ | 28,787      |   | $ | 16,012          |  
|                                                           |   |             |   |   |                 |  
|STOCKHOLDERS EQUITY (DEFICIT)                             |   |             |   |   |                 |  
|                                                           |   |             |   |   |                 |  
|Capital Stock(Note 6)                                      |   |             |   |   |                 |  
|Authorized:                                                |   |             |   |   |                 |  
|100,000,000 common voting stock with a par value of        |   |             |   |   |                 |  
|$0.001 per share                                           |   |             |   |   |                 |  
|100,000,000 preferred stock with a par value of $0.001     |   |             |   |   |                 |  
|per share  none issued                                    |   |             |   |   |                 |  
|                                                           |   |             |   |   |                 |  
|Issued:                                                    |   |             |   |   |                 |  
|1,630,000 shares as at November 30, 2008 and               |   |             |   |   |                 |  
|1,510,000 shares as at August 31, 2008                     |   | 1,630       |   |   | 1,510           |  
|                                                           |   |             |   |   |                 |  
|Additional Paid-In Capital                                 |   | 189,370     |   |   | 129,490         |  
|Deficit Accumulated During The Exploration
      Stage     |   | (184,250    | ) |   | (136,081        | )
|Total Stockholders Equity (Deficit)                       |   | 6,750       |   |   | (5,081          | )
|                                                           |   |             |   |   |                 |  
|Total Liabilities
      and Stockholders Equity (Deficit) | $ | 35,537      |   | $ | 10,931          |  

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

F-2

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|YATERRA VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF OPERATIONS      
|(Unaudited)                   
|(Stated in U.S. Dollars)      

|                                         |   |             |   |   |             |   |   | CUMULATIVE  |  
|---------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                         |   |             |   |   |             |   |   | PERIOD FROM |  
|                                         |   | THREE       |   |   | THREE       |   |   | INCEPTION   |  
|                                         |   | MONTHS      |   |   | MONTHS      |   |   | NOVEMBER 20 |  
|                                         |   | ENDED       |   |   | ENDED       |   |   | 2006 TO     |  
|                                         |   | NOVEMBER 30 |   |   | NOVEMBER 30 |   |   | NOVEMBER 30 |  
|                                         |   | 2008        |   |   | 2007        |   |   | 2008        |  
|                                         |   |             |   |   |             |   |   |             |  
|Revenue                                  | $ | -           |   | $ | -           |   | $ | -           |  
|                                         |   |             |   |   |             |   |   |             |  
|Expenses                                 |   |             |   |   |             |   |   |             |  
|Accounting and audit                     |   | 15,326      |   |   | 6,000       |   |   | 45,655      |  
|Consulting
      fees                    |   | 150         |   |   | 150         |   |   | 1,100       |  
|Depreciation                             |   | 99          |   |   | -           |   |   | 395         |  
|Management
      fees                    |   | 9,000       |   |   | 7,500       |   |   | 60,500      |  
|Mineral property exploration
      costs |   | 10,626      |   |   | 8,117       |   |   | 22,063      |  
|Office and
      administrative          |   | 4,602       |   |   | 2,001       |   |   | 15,367      |  
|Professional fees                        |   | 6,410       |   |   | 1,206       |   |   | 24,593      |  
|Transfer
      agent and filing fees     |   | 675         |   |   | 1,705       |   |   | 2,430       |  
|Travel and promotion                     |   | 1,281       |   |   | 2,082       |   |   | 12,147      |  
|                                         |   |             |   |   |             |   |   |             |  
|Net Loss For The
      Period            | $ | (48,169     | ) | $ | (28,761     | ) | $ | (184,250    | )
|                                         |   |             |   |   |             |   |   |             |  
|                                         |   |             |   |   |             |   |   |             |  
|Basic And Diluted Loss Per Share         | $ | (0.03       | ) | $ | (0.02       | ) |   |             |  
|                                         |   |             |   |   |             |   |   |             |  
|                                         |   |             |   |   |             |   |   |             |  
|Weighted Average Number Of Common        |   |             |   |   |             |   |   |             |  
|Shares Outstanding                       |   | 1,590,440   |   |   | 1,510,000   |   |   |             |  

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

F-3

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|YATERRA VENTURES CORP.        
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Unaudited)                   
|(Stated in U.S. Dollars)      

|                                            |   |             |   |   |             |   |   | CUMULATIVE  |  
|------------------------------------------- | - | ----------- | - | - | ----------- | - | - | ----------- | -
|                                            |   |             |   |   |             |   |   | PERIOD FROM |  
|                                            |   | THREE       |   |   | THREE       |   |   | INCEPTION   |  
|                                            |   | MONTHS      |   |   | MONTHS      |   |   | NOVEMBER 20 |  
|                                            |   | ENDED       |   |   | ENDED       |   |   | 2006 TO     |  
|                                            |   | NOVEMBER 30 |   |   | NOVEMBER 30 |   |   | NOVEMBER 30 |  
|                                            |   | 2008        |   |   | 2007        |   |   | 2008        |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash (Used In) Operating Activities         |   |             |   |   |             |   |   |             |  
|Net loss                                    | $ | (48,169     | ) | $ | (28,761     | ) | $ | (184,250    | )
|Depreciation                                |   | 99          |   |   | -           |   |   | 395         |  
|                                            |   |             |   |   |             |   |   |             |  
|Changes in
      non-cash operating working |   |             |   |   |             |   |   |             |  
|capital items:                              |   |             |   |   |             |   |   |             |  
|Prepaid expenses                            |   | (2,500      | ) |   | 1,500       |   |   | (2,500      | )
|Accounts payable and accrued                |   |             |   |   |             |   |   |             |  
|liabilities                                 |   | 12,775      |   |   | 3,706       |   |   | 28,787      |  
|Deposits                                    |   | 2,014       |   |   | 605         |   |   | (309        | )
|                                            |   | (35,781     | ) |   | (22,950     | ) |   | (157,877    | )
|                                            |   |             |   |   |             |   |   |             |  
|Cash (Used In) Investing Activities         |   |             |   |   |             |   |   |             |  
|Mineral property acquisition
      costs    |   | (16,000     | ) |   | -           |   |   | (22,000     | )
|Computer
      equipment                    |   | -           |   |   | (1,184      | ) |   | (1,184      | )
|                                            |   | (16,000     | ) |   | (1,184      | ) |   | (23,184     | )
|                                            |   |             |   |   |             |   |   |             |  
|Cash Provided By Financing Activity         |   |             |   |   |             |   |   |             |  
|Issue of
      share capital                |   | 60,000      |   |   | -           |   |   | 191,000     |  
|                                            |   |             |   |   |             |   |   |             |  
|Increase (Decrease) In Cash                 |   | 8,219       |   |   | (24,134     | ) |   | 9,939       |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash, Beginning Of Period                   |   | 1,720       |   |   | 84,478      |   |   | -           |  
|                                            |   |             |   |   |             |   |   |             |  
|Cash, End Of Period                         | $ | 9,939       |   | $ | 60,344      |   | $ | 9,939       |  
|                                            |   |             |   |   |             |   |   |             |  
|Supplemental Disclosure Of Cash Flow        |   |             |   |   |             |   |   |             |  
|Information                                 |   |             |   |   |             |   |   |             |  
|Cash paid
      during the period for:      |   |             |   |   |             |   |   |             |  
|Interest                                    | $ | -           |   | $ | -           |   | $ | -           |  
|Income taxes                                | $ | -           |   | $ | -           |   | $ | -           |  

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

F-4

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|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS
|-- | ----------------------------------------------

The unaudited financial information furnished
  herein reflects all adjustments which, in the opinion of management, are necessary
  to fairly state the Companys financial position and the results of its
  operations for the periods presented. These financial statements should be read
  in conjunction with the Companys financial statements and notes thereto
  included for the fiscal year ended August 31, 2008. The Company assumes that
  the readers of these interim financial statements herein have read, or have
  access to, the audited financial statements for the preceding fiscal year, and
  that the adequacy of additional disclosure needed for a fair presentation may
  be determined in that context. Accordingly, footnote disclosure, which would
  substantially duplicate the disclosure contained in the Companys financial
  statements for the fiscal year ended August 31, 2008, has been omitted. The
  results of operations for the three month period ended November 30, 2008 are
  not necessarily indicative of results for the entire year ending August 31,
  2009.

Organization

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

Reverse Stock Split

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

Exploration Stage Activities

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

F-5

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|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The accompanying financial statements have
        been prepared assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | As shown in the accompanying financial statements,
        the Company has incurred a net loss of $184,250 for the period from November
        20, 2006 (inception) to November 30, 2008, and has no sales. The future
        of the Company is dependent upon its ability to obtain financing and upon
        future profitable operations from the development of its natural resource
        properties. Management has plans to seek additional capital through a
        private placement and public offering of its common stock. The financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts of and classification
        of liabilities that might be necessary in the event the Company cannot
        continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The financial statements of the Company have
        been prepared in accordance with generally accepted accounting principles
        in the United States. Because a precise determination of many assets and
        liabilities is dependent upon future events, the preparation of financial
        statements for a period necessarily involves the use of estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The financial statements have been properly
        prepared within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-6

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|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

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

F-7

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|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

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

F-8

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|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

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

F-9

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|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

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

F-10

---

|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

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

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

The Company does not have any assets
  or liabilities measured at fair value on a recurring basis at November 30, 2008.
  The Company did not have any fair value adjustments for assets and liabilities
  measured at fair value on a nonrecurring basis during the three months ended
  November 30, 2008.

|3. | RECENT ACCOUNTING PRONOUNCEMENTS
|-- | --------------------------------

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

F-11

---

|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)
|-- | -------------------------------------------

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

|4. | COMPUTER EQUIPMENT
|-- | ------------------

| |                    |   | NOVEMBER 30 |  |   | AUGUST 31    | 
| | ------------------ | - | ----------- |  | - | ------------ | 
| |                    |   | 2008        |  |   | 2008         | 
| |                    |   |             |  |   | ACCUMULATED  | 
| |                    |   | COST        |  |   | AMORTIZATION | 
| |                    |   |             |  |   |              | 
| | Computer equipment | $ | 1,184       |  | $ | 395          | 

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

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

During the quarter ended November 30,
  2008, the Company entered into a purchase agreement to acquire an undivided
  interest in a series of ten mineral claims (collectively referred to as the
  Blue Jack Claims) located in Humboldt County, Nevada. The consideration
  was $16,000 (paid) on execution of the agreement.

F-12

---

|YATERRA VENTURES CORP.                         
|-----------------------------------------------
|(An Exploration Stage Company)                 
|                                               
|CONDENSED NOTES TO INTERIM FINANCIAL STATEMENTS
|                                               
|NOVEMBER 30, 2008                              
|(Unaudited)                                    
|(Stated in U.S. Dollars)                       

|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the quarter ended November 30, 2008, the Company
        completed an offering of 120,000 shares of common stock at a price of
        $0.50 per share for gross proceeds of $60,000.                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the year ended August 31, 2007, the Company received
        a total of $9,000 for 9,000,000 founders shares at par value.                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Pursuant to a private placement, the Company received
        a total of $122,000 for 6,100,000 shares at $0.02 per share.                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On August 12, 2008, the Company reduced the number of
        issued and outstanding shares of the Companys common stock on a
        one for ten basis (1:10). All references to the number of shares of common
        stock and per share amounts (other than par value) have been adjusted
        to reflect the split for all periods presented.                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | During the quarter ended November 30, 2008, the Company
        paid management fees for services performed in the amount of $7,500 (2007
        - $7,500) to a director and also paid or accrued during the period, $1,500
        to two members of management (2007 - $Nil).                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | As at November 30, 2008, a total of $2,500 was prepaid
        to a director for management services to be performed. These services
        were subsequently performed in December 2008, and no additional prepayments
        have been made. Further, as at November 30, 2008, a total of $1,000 is
        owing to two members of management. These amounts are unsecured, do not
        bear interest and are due on demand.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company carried out a number of transactions with
        related parties in the normal course of business. These transactions were
        recorded at their exchange amount, which is the amount of consideration
        established and agreed to by the related parties.                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|8. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has no significant commitments or contractual
        obligations with any parties respecting executive compensation, consulting
        arrangements or other matters. Rental of premises is on a month-to-month
        basis.                                                                                                                                                                                        

F-13

---

|ITEM 2. | MANAGEMENT'S DISCUSSION
      AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATION.
|------- | -------------------------------------------------------------------------------------------------

Cautionary Statement Regarding Forward-Looking
Statements

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

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.

Overview

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

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

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

PLAN OF OPERATION

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

Blue Jack Property

Our plan is to conduct Phase Ia of our exploration program on
the Blue Jack Property in Spring 2009. However, we will require additional
financing in order to implement 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.

3

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


Due to the limited availability of our consulting geologist,
implementation of Phase Ia of our exploration program on the Blue Jack Property
is expected to be completed in Spring 2009. Our ability to implement Phase 1a of
our exploration program on the Blue Jack Property is subject to our obtaining
additional financing.

Minnie Claim

Although we have commenced Phase I of our exploration program
on the Minnie Claim, we have decided to delay our exploration program in order
to focus our resources on the Blue Jack Property. Phase I of our exploration
program involves a simple work program to fully map and sample the known quartz
vein mineralization and to conduct trenching and sampling on the Minnie
Claim.

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

Once satisfied with the property boundaries, our consulting
geologist commenced Phase I of our exploration program. This initial phase
involved the collection of nine rock samples from the Minnie Claim. The samples
consisted of outcrop grabs across strike where possible, as well as float
samples of mineralized veins near historical workings. These samples were sent
to an independent laboratory for testing. In January 2009, we received the fire
assay results on the rock samples and they indicated the occurrence of gold
mineralization on the Minnie Claim. The fire assay results on the rock samples
are summarized as follows:

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


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

4

---

Based on the results we have received, the balance of the Phase
I exploration program will consist of trenching and sampling on the vein along
strike and on rock adjacent to the vein. This follow up program will allow us to
confirm the above results and determine the width of the vein. We have decided
to delay the balance of Phase I of our exploration program until we obtain
additional financing. We have decided to focus our resources on our exploration
program of the Blue Jack Property.

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

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


To date, we have not earned any revenues and we do not
anticipate earning revenues in the near future. As at November 30, 2008, we had
cash on hand of $9,939. As such, we do not have sufficient financial resources
to meet the anticipated costs of completing our exploration program for the Blue
Jack Property and the Minnie Claim. Accordingly, we will need to obtain
additional financing in order to complete our plan of operation and meet our
current obligations as they come due. We currently do not have any arrangements
for financing and we may not be able to obtain financing. Obtaining additional
financing would be subject to a number of factors outside of our control,
including the results from our exploration program, and any unanticipated
problems relating to our mineral exploration activities, such as environmental
assessments and additional costs and expenses that may exceed our current
estimates. These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us in which case our business will fail.

RESULTS OF OPERATIONS

Summary of First Quarter Results

|                  |   | Three Months Ended |   |   | Three Months Ended |   |  | Percentage            | 
|----------------- | - | ------------------ | - | - | ------------------ | - |  | --------------------- | 
|                  |   | November 30, 2008  |   |   | November 30, 2007  |   |  | Increase / (Decrease) | 
|Revenue           | $ | -                  |   | $ | -                  |   |  | n/a                   | 
|Expenses          |   | (48,169            | ) |   | (28,761            | ) |  | 67.5%                 | 
|Net Income (Loss) | $ | (48,169            | ) | $ | (28,761            | ) |  | 67.5%                 | 

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 months ended November 30, 2008 and
2007 consisted of the following:

|                                   |   | Three Months Ended |  |   | Three Months Ended |  |  | Percentage            |   
|---------------------------------- | - | ------------------ |  | - | ------------------ |  |  | --------------------- | --
|                                   |   | November 30, 2008  |  |   | November 30, 2007  |  |  | Increase / (Decrease) |   
|Accounting and Audit               | $ | 15,326             |  | $ | 6,000              |  |  | 155.4%                |   
|Consulting Fees                    |   | 150                |  |   | 150                |  |  | 0.0%                  |   
|Depreciation                       |   | 99                 |  |   | -                  |  |  | n/a                   |   
|Management Fees                    |   | 9,000              |  |   | 7,500              |  |  | 20.0%                 |   
|Mineral Property Exploration Costs |   | 10,626             |  |   | 8,117              |  |  | 30.9%                 |   
|Office and Administrative          |   | 4,602              |  |   | 2,001              |  |  | 130.0%                |   
|Professional Fees                  |   | 6,410              |  |   | 1,206              |  |  | 431.5%                |   
|Transfer Agent and Filing Fees     |   | 675                |  |   | 1,705              |  |  | (60.4                 | )%
|Travel and Promotion               |   | 1,281              |  |   | 2,082              |  |  | (38.5                 | )%
|Total Expenses                     | $ | 48,169             |  | $ | 28,761             |  |  | 67.5%                 |   

5

---

Our expenses during the three months ended November 30, 2008
increased as a result of increased accounting and audit fees, management fees,
mineral property exploration costs and office and administration fees.

Increases in accounting and audit fees and professional fees
primarily relate to fees incurred in connection with the preparation and filing
of our Registration Statement on Form S-1.

Management fees consisted of the amounts paid to our President,
Secretary and Treasurer, Mr. Bousquet, our Vice-President, Finance, Mr. Ryan,
and our Executive Vice President, Mr. Epp.

Increases in mineral property exploration costs are due to
expenses incurred in connection with mineral exploration work conducted on the
Minnie Claim.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                                            |   | As at             |   |   | As at              |   |   | Percentage            |  
|------------------------------------------- | - | ----------------- | - | - | ------------------ | - | - | --------------------- | -
|                                            |   | November 30, 2008 |   |   | August 31, 2008    |   |   | Increase / (Decrease) |  
|Current Assets                              | $ | 12,748            |   | $ | 4,043              |   |   | 215.3%                |  
|Current Liabilities                         |   | (28,787           | ) |   | (16,012            | ) |   | 79.8%                 |  
|Working Capital (Deficit)                   | $ | (16,039           | ) | $ | (11,969            | ) |   | 34.0%                 |  
|                                            |   |                   |   |   |                    |   |   |                       |  
|Cash Flows                                  |   |                   |   |   |                    |   |   |                       |  
|                                            |   |                   |   |   | Three Months Ended |   |   | Three Months Ended    |  
|                                            |   |                   |   |   | November 30, 2008  |   |   | November 30, 2007     |  
|Cash Flows Used In Operating Activities     |   |                   |   | $ | (35,781            | ) | $ | (22,950               | )
|Cash Flows Used in Investing Activities     |   |                   |   |   | (16,000            | ) |   | (1,184                | )
|Cash Flows Provided By Financing Activities |   |                   |   |   | 60,000             |   |   | -                     |  
|Increase (Decrease) In Cash During Period   |   |                   |   | $ | 8,219              |   | $ | (24,134               | )

As of November 30, 2008, we had cash on hand of $9,939 and a
working capital deficit of $16,039. The decrease in our working capital is
primarily a result of the fact that we had no sources of revenue during the
three months ended November 30, 2008. We have incurred a cumulative net loss of
$184,250 for the period from the date of our inception on November 20, 2006 to
November 30, 2008 and have not attained profitable operations to date.

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

During the three months ended November 30, 2008, we raised
proceeds of $60,000 from the sale of 120,000 shares of our common stock.

6

---

Future Financings

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

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

Use of Estimates

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

Exploration Stage Enterprise

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

Mineral Property Interests

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

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

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

7

---

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

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

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

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

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

Under the supervision and with the participation of our
management, including the Principal Executive Officer and Principal Accounting
Officer, we have evaluated the effectiveness of our disclosure controls and
procedures as required by Exchange Act Rule 13a-15(b) as of the end of the
period covered by this report. Based on that evaluation, the Principal Executive
Officer and Principal Accounting Officer have concluded that these disclosure
controls and procedures are effective.

There were no changes in our internal control over financial
reporting during the quarter ended November 30, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

8

---

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 November 30, 2008, we had cash on hand of approximately
$9,939. Although we commenced Phase I of our exploration program on the Minnie
Claim in September 2008, we have decided to delay our exploration program in
order to focus our resources on the exploration program on the Blue Jack
Property. Our ability to implement Phases 1a, 1b and 1c of our exploration
program on the Blue Jack Property will be subject to our obtaining additional
financing. If we decide to complete Phase I and implement Phases II and III of
the exploration program on the Minnie Claim, we will need to obtain additional
financing. We intend to apply for quotation on the OTC Bulletin Board. 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. However, we believe that, if our common stock is
traded on the OTC Bulletin Board, our ability to raise additional funds from
investors will be enhanced. If we are unable to obtain additional financing in
the amounts and when needed, our business could fail.

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

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

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

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

9

---

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

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

We face significant competition in the mineral exploration
industry.

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

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

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

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

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

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

At this stage of our development, the annual cost of complying
with regulatory requirements in the States of Nevada and Washington is expected
to be minimal. There is a risk that new regulations could increase our costs of
doing business and prevent us from carrying out our exploration program. We will
also have to sustain the cost of reclamation and environmental remediation for
all exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of

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exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused. The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. If remediation costs exceed our cash
reserves we may be unable to complete our exploration program and have to
abandon our operations.

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

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

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

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

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

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

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.

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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.

We completed an offering of 6,100,000 pre-reverse split shares
of our common stock at a price of $0.02 per pre-reverse split share to investors
on June 30, 2007. As a result of a 1-for-10 reverse split of our issued and
outstanding common stock completed on August 12, 2008, these investors now own
an aggregate of 610,000 shares of our common stock. We also completed a second
offering of 120,000 shares of our common stock at a price of $0.50 per share to
investors on September 30, 2008. 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.

If a market for our common stock does not develop,
stockholders may be unable to sell their shares.

There is currently no market for our common stock and we can
provide no assurance that a market will develop. We intend to apply for
quotation of our common stock on the OTC Bulletin Board. However, we can provide
no assurance that our shares will be approved for quotation on the OTC Bulletin
Board or, if traded, that a public market will materialize. If our common stock
is not quoted on the OTC Bulletin Board or if a public market for our common
stock does not develop, stockholders may not be able to re-sell the shares of
our common stock that they have purchased and may lose all of their
investment.

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

The shares of our common stock constitute a penny stock under
the Exchange Act. The shares will remain classified as a penny stock for the
foreseeable future. The classification as a penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares will be subject to Rules 15g-1 through 15g-10 of the Exchange Act. Rather
than having to comply with these rules, some broker-dealers will refuse to
attempt to sell a penny stock.

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

During the three months ended November 30, 2008, we completed a
private placement of 120,000 shares of our common stock at a price of $0.50 per
share on September 30, 2008. We completed the offering pursuant to Regulation S
under the Securities Act of 1933 (the "Securities Act"). Each purchaser
represented to us that they were not a US person as defined in Regulation S.
We did not engage in a distribution of this offering in the United States.

We registered the resale of 730,000 shares of our common stock
(the Shares) offered by our selling stockholders at a price of $0.50 per share
pursuant to a Registration Statement on Form S-1/A under the Securities Act (the
Offering). The SEC declared our Registration Statement on Form S-1/A (File No.
333-155992), effective at 12:00 p.m. (EST) on January 13, 2009 (the Effective
Date). We did not sell any shares of our common stock in the Offering and
therefore will not receive any proceeds from the Offering.

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

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

None.

12

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|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

|ITEM 6. | EXHIBITS.
|------- | ---------

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

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

13

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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: | February 27, 2009 |  | By: | /s/
      Jarrett F. Bousquet     
|      |                   |  |     | JARRETT F. BOUSQUET               
|      |                   |  |     | President, Secretary and Treasurer
|      |                   |  |     | (Principal Executive Officer)     
|      |                   |  |     |                                   
|      |                   |  |     |                                   
|      |                   |  |     |                                   
|      |                   |  |     |                                   
|Date: | February 27, 2009 |  | By: | /s/
      David K. Ryan           
|      |                   |  |     | DAVID K. RYAN                     
|      |                   |  |     | Vice President, Finance           
|      |                   |  |     | (Principal Accounting Officer)    

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