---

****UNITED
STATES**SECURITIES AND EXCHANGE COMMISSION**Washington, 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 April 30, 2008

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

For the transition period from ________to ________

COMMISSION FILE NUMBER000-51261

BLACKSTONE LAKE MINERALS
INC.(Exact name of registrant as specified in its
charter)



|NEVADA                                                               | 20-1147435                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|#205  1480 Gulf Road                                                |                                     
|Point Roberts, WA                                                    | 98281                               
|(Address or principal executive officers)                            | (Zip Code)                          

(360) 927-7354(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 [X]No[ ]

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

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

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
June 19, 2008, the Issuer had 70,200,000 shares of common stock issued and
outstanding.

---

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 six months ended April 30, 2008 are
not necessarily indicative of the results that can be expected for the year
ending October 31, 2008.

As used in this Quarterly Report on Form 10-Q, the terms "we,
"us, "our, Blackstone and the Company mean Blackstone Lake Minerals Inc.
unless otherwise indicated. All dollar amounts in this Quarterly Report are in
U.S. dollars unless otherwise stated.

---

BLACKSTONE LAKE MINERALS INC.

(formerly Skyflyer Inc.)

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

April 30, 2008 
  (Unaudited)

---

|BLACKSTONE LAKE MINERALS INC. 
|------------------------------
|(formerly Skyflyer Inc.)      
|(An Exploration Stage Company)
|CONSOLIDATED BALANCE SHEETS   
|(Expressed in U.S. Dollars)   
|(Unaudited)                   

|                                                                                |   | April 30,   |   |   | October 31, |  
|------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                |   | 2008        |   |   | 2007        |  
|                                                                                |   | (unaudited) |   |   | (audited)   |  
|                                                                                |   |             |   |   |             |  
|ASSETS                                                                          |   |             |   |   |             |  
|                                                                                |   |             |   |   |             |  
|Current Assets                                                                  |   |             |   |   |             |  
|Cash and cash equivalents                                                       | $ | 13,613      |   | $ | 35,126      |  
|Other receivables                                                               |   | -           |   |   | 438         |  
|Prepaid expenses                                                                |   | -           |   |   | 15,685      |  
|Deferred
      tax asset, less valuation allowance of $45,312 (2007 -$430,444)) |   | -           |   |   | -           |  
|Total Current Assets                                                            |   | 13,613      |   |   | 51,249      |  
|                                                                                |   |             |   |   |             |  
|Mineral property (Note
      4)                                                 |   | 200,000     |   |   | 200,000     |  
|Equipment                                                                       |   | -           |   |   | 378         |  
|                                                                                |   |             |   |   |             |  
|Total Assets                                                                    | $ | 213,613     |   | $ | 251,627     |  
|                                                                                |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                           |   |             |   |   |             |  
|                                                                                |   |             |   |   |             |  
|Current Liabilities                                                             |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities                                  | $ | 114,978     |   | $ | 252,174     |  
|Accounts payable and accrued liabilities
      related parties (Note 7)        |   | 37,633      |   |   | 12,322      |  
|Loans Payable current
      (Note 6)                                           |   | 251,796     |   |   | 299,742     |  
|Loans
      Payable current related parties (Note 7)                          |   | -           |   |   | 80,394      |  
|Total Current Liabilities                                                       |   | 404,407     |   |   | 644,632     |  
|                                                                                |   |             |   |   |             |  
|Loans payable (Note 6)                                                          |   | 292,036     |   |   | 280,898     |  
|                                                                                |   |             |   |   |             |  
|Total Liabilities                                                               |   | 696,443     |   |   | 925,530     |  
|                                                                                |   |             |   |   |             |  
|Commitments (Note 9)                                                            |   |             |   |   |             |  
|                                                                                |   |             |   |   |             |  
|Stockholders Deficit                                                           |   |             |   |   |             |  
|Common stock (Note 8)                                                           |   |             |   |   |             |  
|Authorized                                                                      |   |             |   |   |             |  
|975,000,000
      common shares, par value $0.001                               |   |             |   |   |             |  
|Issued and
      outstanding                                                    |   |             |   |   |             |  
|April
      30, 2008 -70,200,000                                                |   |             |   |   |             |  
|October 31, 2007 -103,200,000                                                   |   | 70,200      |   |   | 103,200     |  
|Additional paid-in capital                                                      |   | 4,277,775   |   |   | -           |  
|Accumulated other comprehensive
      loss:                                     |   |             |   |   |             |  
|Foreign currency cumulative
      translation adjustment                        |   | (174,074    | ) |   | (22,174     | )
|Deficit                                                                         |   | (718,605    | ) |   | (718,605    | )
|Deficit
      accumulated during the exploration stage                          |   | (3,938,126  | ) |   | (36,324     | )
|Total Stockholders Deficit                                                     |   | (482,830    | ) |   | (673,903    | )
|                                                                                |   |             |   |   |             |  
|Total Liabilities and Stockholders Deficit                                     | $ | 213,613     |   | $ | 251,627     |  

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

F-2

---

|BLACKSTONE LAKE MINERALS INC.                                              
|---------------------------------------------------------------------------
|(formerly Skyflyer Inc.)                                                   
|(An Exploration Stage Company)                                             
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
      INCOME (LOSS)
|(Expressed in U.S. Dollars)                                                
|(Unaudited)                                                                

|                                                   |   | Cumulative         |  |   |            |   |   |             |   |   |            |   |   |             |  
|-------------------------------------------------- | - | ------------------ |  | - | ---------- | - | - | ----------- | - | - | ---------- | - | - | ----------- | -
|                                                   |   | Amounts            |  |   |            |   |   |             |   |   |            |   |   |             |  
|                                                   |   | From October 19    |  |   | Six        |   |   | Six         |   |   | Three      |   |   | Three       |  
|                                                   |   | (start of the      |  |   | Months     |   |   | Months      |   |   | Months     |   |   | Months      |  
|                                                   |   | exploration stage) |  |   | Ended      |   |   | Ended       |   |   | Ended      |   |   | Ended       |  
|                                                   |   | to April 30,       |  |   | April 30,  |   |   | April 30,   |   |   | April 30,  |   |   | April 30,   |  
|                                                   |   | 2008               |  |   | 2008       |   |   | 2007        |   |   | 2008       |   |   | 2007        |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|EXPENSES                                           |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|Management fees                                    | $ | 32,002             |  | $ | 28,592     |   | $ | 6,000       |   | $ | 11,000     |   | $ | 3,000       |  
|Mineral exploration costs                          |   | 13,710             |  |   | 199        |   |   | -           |   |   | 199        |   |   | -           |  
|Professional fees                                  |   | 60,914             |  |   | 56,735     |   |   | 38,379      |   |   | 34,381     |   |   | 16,639      |  
|Other operating expenses                           |   | 29,111             |  |   | 27,416     |   |   | 19,131      |   |   | 19,414     |   |   | 15,758      |  
|Foreign currency loss                              |   | 2,015              |  |   | 1,657      |   |   | 98          |   |   | 1,963      |   |   | 315         |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|LOSS BEFORE OTHER ITEM AND                         |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|INCOME TAXES                                       |   | 137,752            |  |   | 114,599    |   |   | 63,608      |   |   | 66,957     |   |   | 35,712      |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|Interest
      expense                             |   | 19,269             |  |   | 18,671     |   |   | 5,951       |   |   | 9,573      |   |   | 2,926       |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|LOSS BEFORE INCOME TAXES                           |   | 157,021            |  |   | 133,270    |   |   | 69,559      |   |   | 76,530     |   |   | 38,638      |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|Provision
      for income taxes                   |   | -                  |  |   | -          |   |   | -           |   |   | -          |   |   | -           |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|LOSS FROM CONTINUING OPERATIONS                    |   | 157,021            |  |   | 133,270    |   |   | 69,559      |   |   | 76,530     |   |   | 38,638      |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|Discontinued
      operations (Note 11)            |   | 3,781,105          |  |   | 3,768,532  |   |   | 67,703      |   |   | 3,842,546  |   |   | 41,004      |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|NET LOSS                                           |   | 3,938,126          |  |   | 3,901,802  |   |   | 137,262     |   |   | 3,919,076  |   |   | 79,642      |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|OTHER COMPREHENSIVE LOSS                           |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|Foreign currency translation adjustment            |   | 152,180            |  |   | 151,900    |   |   | 2,365       |   |   | 145,495    |   |   | 1,258       |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|COMPREHENSIVE LOSS                                 | $ | 4,090,306          |  | $ | 4,053,702  |   | $ | 139,627     |   | $ | 4,064,571  |   | $ | 80,900      |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|BASIC AND DILUTED NET LOSS
        FROM CONTINUING |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|OPERATIONS PER SHARE                               |   |                    |  |   | (0.00      | ) | $ | (0.00       | ) | $ | (0.00      | ) | $ | (0.00       | )
|BASIC AND DILUTED NET LOSS FROM DISCONTINUED       |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|OPERATIONS PER SHARE                               |   |                    |  |   | (0.05      | ) | $ | (0.00       | ) | $ | (0.05      | ) | $ | (0.00       | )
|                                                   |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|WEIGHTED AVERAGE NUMBER OF                         |   |                    |  |   |            |   |   |             |   |   |            |   |   |             |  
|COMMON
      SHARES OUTSTANDING                    |   |                    |  |   | 73,645,055 |   |   | 103,200,000 |   |   | 77,166,667 |   |   | 103,200,000 |  

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

F-3

---

|BLACKSTONE LAKE MINERALS INC.        
|-------------------------------------
|(formerly Skyflyer Inc.)             
|(An Exploration Stage Company)       
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Expressed in U.S. Dollars)          
|(Unaudited)                          

|                                                                            |   | Cumulative         |   |   |           |   |   |           |  
|--------------------------------------------------------------------------- | - | ------------------ | - | - | --------- | - | - | --------- | -
|                                                                            |   | Amounts            |   |   |           |   |   |           |  
|                                                                            |   | From October 19    |   |   | Six       |   |   | Six       |  
|                                                                            |   | (start of the      |   |   | Months    |   |   | Months    |  
|                                                                            |   | exploration stage) |   |   | Ended     |   |   | Ended     |  
|                                                                            |   | to April 30,       |   |   | April 30, |   |   | April 30, |  
|                                                                            |   | 2008               |   |   | 2008      |   |   | 2007      |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |   |                    |   |   |           |   |   |           |  
|Net loss from continuing operations                                         | $ | (157,021           | ) | $ | (133,270  | ) | $ | (69,559   | )
|Change in operating assets and liabilities:                                 |   |                    |   |   |           |   |   |           |  
|Decrease in prepaid expenses                                                |   | 30                 |   |   | 2,030     |   |   | -         |  
|Increase in accounts payable and accrued
      liabilities                  |   | 31,594             |   |   | 14,889    |   |   | 52,548    |  
|Increase in accounts payable
      and accrued liabilities related parties |   | 32,799             |   |   | 34,558    |   |   | 1,000     |  
|Increase in accrued interest payable                                        |   | 19,557             |   |   | 18,959    |   |   | 5,951     |  
|Net change in non-cash
      items of discontinued operations               |   | (90,807            | ) |   | (90,846   | ) |   | 343       |  
|Net
      cash used in operating activities of discontinued operations      |   | (12,222            | ) |   | (11,769   | ) |   | (19,801   | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|Net
      cash used in operating activities                                 |   | (176,070           | ) |   | (165,449  | ) |   | (29,518   | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |   |                    |   |   |           |   |   |           |  
|Acquisition of mineral
      property                                       |   | (200,000           | ) |   | -         |   |   | -         |  
|Net
      cash used in investing activities of discontinued operations      |   |                    |   |   | -         |   |   | (29,423   | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|Net
      cash used in investing activities                                 |   | (200,000           | ) |   | -         |   |   | (29,423   | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |   |                    |   |   |           |   |   |           |  
|Bank indebtedness                                                           |   |                    |   |   | -         |   |   | 31,758    |  
|Proceeds from loans payable                                                 |   | 68,027             |   |   | 68,027    |   |   | -         |  
|Net cash provided by financing activities
      of discontinued operations  |   | 74,379             |   |   | 74,379    |   |   | 13,139    |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|Net cash provided by financing activities                                   |   | 142,406            |   |   | 142,406   |   |   | 44,897    |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                   |   |                    |   |   |           |   |   |           |  
|CASH DURING THE
      PERIOD                                                |   | 1,665              |   |   | 1,530     |   |   | 243       |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|NET DECREASE IN CASH                                                        |   | (231,999           | ) |   | (21,513   | ) |   | (13,801   | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH, BEGINNING
      OF PERIOD                                             |   | 245,612            |   |   | 35,126    |   |   | 13,801    |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH, END OF PERIOD                                                         | $ | 13,613             |   | $ | 13,613    |   | $ | -         |  

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

F-4

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Blackstone Lake Minerals Inc. (formerly Skyflyer Inc.)
        (originally Triton Resources, Inc.) (the Company) was incorporated
        on May 18, 2004, under the laws of the State of Nevada and was in the
        business of exploring mineral properties. Effective April 19, 2006, the
        Company acquired 100% of the issued and outstanding shares of Skyflyer
        Technology GmbH (Skyflyer Technology), a company engaged in
        the development and commercialization of a one or two person, recreation
        flying device. On October 18, 2007, the Company acquired a 100% interest
        in a mineral claim (the Blackstone Lake Property) in Saskatchewan,
        Canada. The Company is focusing its resources on the development and exploration
        of the Blackstone Lake Property and on April 11, 2008, the Company sold
        its interest in Skyflyer Technology. The Company is considered to be an
        exploration stage company, as it is not in the production stage nor has
        it generated revenues from operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Effective April 19, 2006, the Company acquired 100%
        of the issued and outstanding shares of Skyflyer Technology from Inventa
        Holding GmbH (Inventa) in exchange for an aggregate of 33,000,000
        shares of the Companys common stock. Completion of the acquisition
        resulted in the former sole shareholder of Skyflyer Technology holding
        the majority of the Companys issued and outstanding common stock.
        As a result, the transaction was accounted for as a recapitalization of
        Skyflyer Technology. On April 11, 2008, the Company completed a share
        exchange agreement with Inventa and Skyflyer Technology, whereby the Company
        sold to Inventa all of the issued and outstanding shares of Skyflyer Technology
        in exchange for the surrender of 33,000,000 share of the Companys
        common stock for cancellation. Results of the discontinued Skyflyer Technology
        operations are presented in Note 11.                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The unaudited consolidated financial statements of the
        Company prior to April 19, 2006 are those of Skyflyer Technology. Prior
        to the disposition of Skyflyer Technology on April 11, 2008, the Companys
        date of incorporation was considered to be April 14, 2005, the date of
        inception of Skyflyer Technology. All significant inter-company balances
        were eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Effective October 17, 2006, the Company changed its
        name from Triton Resources, Inc. to Skyflyer Inc. Effective January 23,
        2008, the Company changed its name to Blackstone Lake Minerals Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | These unaudited consolidated financial statements have
        been prepared in conformity with generally accepted accounting principles
        in the United States of America for interim financial information. The
        accompanying unaudited consolidated financial statements do not include
        all information and footnote disclosures required for an annual set of
        financial statements prepared under United States of America generally
        accepted accounting principles. In the opinion of management, all adjustments
        (consisting solely of normal recurring accruals) considered necessary
        for a fair presentation of financial position, results of operations and
        cash flows as at April 30, 2008 and for all periods presented, have been
        included. Interim results for the period ended April 30, 2008 are not
        necessarily indicative of the results that may be expected for the fiscal
        year as a whole.                                                                                         

F-5

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|2. | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These unaudited consolidated financial statements
        have been prepared with the on-going assumption that the Company will
        be able to realize its assets and discharge its liabilities in the normal
        course of business. However, certain conditions noted below raise substantial
        doubt about the Companys ability to continue as a going concern.
        These financial statements do not include any adjustments to the amounts
        and classifications of assets and liabilities that might be necessary
        should the Company be unable to continue as a going concern.                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The operations of the Company have primarily
        been funded by the sale of common stock and loans received. Continued
        operations of the Company are dependent on the Companys ability
        to complete equity financings or generate profitable operations in the
        future. Managements plan in this regard is to secure additional
        funds through future equity financings. Such financings may not be available
        or may not be available on reasonable terms to the Company.                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The financial statements of the Company have
        been prepared in conformity with generally accepted accounting principles
        in the United States of America and are stated in U.S. dollars. The significant
        accounting policies adopted by the Company are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The preparation of financial statements in
        conformity with generally accepted accounting principles in the United
        States requires management to make estimates and assumptions that affect
        the reported amount of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and the
        reported amount of revenues and expenses during the reporting period.
        Actual results could differ from these estimates.                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The functional currency of the Company is
        the U.S. dollar. The Companys former subsidiary, Skyflyer Technology,
        uses the Euro as its functional currency. Accordingly, monetary assets
        and liabilities denominated in a foreign currency were translated at the
        exchange rate in effect at the balance sheet date while non-monetary assets
        and liabilities were translated at historical rates. Revenue and expense
        items denominated in a foreign currency were translated at exchange rates
        prevailing when such items are recognized in the statement of operations.
        Exchange gains and losses arising on translation of foreign currency items
        are included in the statement of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company followed the current rate method
        of translation to U.S. dollars with respect to its former foreign subsidiary.
        Accordingly, assets and liabilities were translated into U.S. dollars
        at the year-end exchange rates while revenue and expenses were translated
        at the average exchange rates during the year. Related exchange gains
        and losses are included in a separate component of stockholders
        equity as accumulated other comprehensive income.                                                                                                                                                                                                                                                      

F-6

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company considers cash held at banks and
        all highly liquid investments with original maturities of three months
        or less to be cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Other receivables consist primarily of Value
        Added Tax in Germany.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Prepaid expenses consists of various prepaid
        operating expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The costs of acquiring mineral rights are
        capitalized at the date of acquisition. After acquisition, various factors
        can affect the recoverability of the capitalized costs. If, after review,
        management concludes that the carrying amount of a mineral property is
        impaired, it will be written down to estimated fair value. Exploration
        costs incurred on mineral properties are expensed as incurred. Development
        costs incurred on proven and probable reserves will be capitalized. Upon
        commencement of production, capitalized costs will be amortized using
        the unit-of-production method over the estimated life of the ore body
        based on proven and probable reserves (which exclude non-recoverable reserves
        and anticipated processing losses).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Equipment is recorded at cost and consists
        of computer equipment. Depreciation is calculated using the straight-line
        method over the useful lives of the assets. Maintenance and repairs are
        expensed as incurred while betterments or renewals are capitalized. Computer
        equipment is amortized over the estimated useful life of three years.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company reviews all long-lived assets
        for impairment whenever events or changes in circumstances indicate that
        the carrying amount of an asset may not be recoverable. Recoverability
        of assets to be held and used is measured by a comparison of the carrying
        amount of an asset to future net cash flows expected to be generated by
        the asset. If such assets are considered to be impaired, the impairment
        recognized is measured by the amount by which the carrying amount of the
        assets exceeds the fair value of the assets. Assets to be disposed of
        are reported at the lower of the carrying amount or fair value less costs
        to sell.                                                                                                                 

F-7

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | A deferred tax asset or liability is recorded
        for all temporary differences between financial and tax reporting and
        net operating loss carryforwards. Deferred tax expenses (benefit) result
        from the net change during the period of deferred tax assets and liabilities.                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Deferred tax assets are reduced by a valuation
        allowance when, in the opinion of management, it is more likely than not
        that some portion or all of the deferred tax assets will not be realized.
        Deferred tax assets and liabilities are adjusted for the effects of changes
        in tax laws and rates on the date of enactment.                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company's financial instruments consist
        of cash, other receivables, accounts payable and accrued liabilities,
        accounts payable and accrued liabilities related parties, loans
        payable and loans payable related parties. Unless otherwise noted,
        it is management's opinion that the Company is not exposed to significant
        interest, currency or credit risks arising from these financial instruments.
        The fair value of these financial instruments approximates their carrying
        values, unless otherwise noted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Effective February 1, 2006, the Company accounts
        for stock-based compensation issued to employees in accordance with the
        provisions of SFAS 123R, Share-Based Payment.which
        superseded Accounting Principles Board (APB) Opinion 25, Accounting
        for Stock Issued to Employee.                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company accounts for stock-based compensation
        issued to non-employees in accordance with the provisions of SFAS 123,
        Accounting for Stock-Based Compensation,and the consensus
        in EITF No. 96-18, Accounting for Equity Instruments that are Issued
        to Other Than Employees for Acquiring or in Conjunction with Selling,
        Goods or Services.                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | As of April 30, 2008, there was no stock compensation
        granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Basic net income (loss) per share is computed
        by dividing the net income (loss) for the period by the weighted average
        number of shares of common stock outstanding during the period. Diluted
        earnings per share takes into consideration shares of common stock outstanding
        (computed under basic earnings per share) and potentially dilutive shares
        of common stock. As of April 30, 2008 and 2007, there were no potentially
        dilutive securities outstanding.                                                             

F-8

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (m)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company has adopted SFAS 130, Reporting
        of Comprehensive Income,which establishes guidelines for the
        reporting and display of comprehensive income (loss) and its components
        in financial statements. Comprehensive income (loss) includes foreign
        currency translation adjustments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company is an exploration stage company
        as defined in SFAS 7, Accounting and Reporting by Development
        Stage Enterprises,as it is devoting substantially all of its
        efforts to exploring its mineral rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Cash is the only financial instrument that
        potentially subjects the Company to concentration of credit risk. The
        Company maintains cash in bank accounts that, at times, may exceed federally
        insured limits. The Company has not experienced any losses in such accounts
        and believes it is not exposed to any significant risks on its cash in
        bank accounts.                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, the FASB issued SFAS No.
        157, Fair Value Measurements. SFAS No. 157 establishes
        a framework for measuring the fair value of assets and liabilities. This
        framework is intended to provide increased consistency in how fair value
        determinations are made under various existing accounting standards which
        permit, or in some cases require, estimates of fair market value. SFAS
        No. 157 is effective for fiscal years beginning after November 15, 2007,
        and interim periods within those fiscal years. Earlier application is
        encouraged, provided that the reporting entity has not yet issued financial
        statements for that fiscal year, including any financial statements for
        an interim period within that fiscal year.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | FASB Staff Position 157-2 (FSP SFAS
        157-2) delayed the effective date of SFAS 157 until fiscal years
        beginning after November 15, 2008, and interim periods within those fiscal
        years, for all nonfinancial assets and nonfinancial liabilities, except
        for items that are recognized or disclosed at fair value in the financial
        statements on a recurring basis (at least annually). The Company adopted
        SFAS 157 on January 1, 2008, and utilized the one year deferral for nonfinancial
        assets and nonfinancial liabilities that was granted by FSP FAS 157-2.
        The adoption of SFAS 157 did not have a material impact on the Companys
        consolidated financial statements.                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February, 2007, the FASB issued SFAS No.
        159, The Fair Value Option for Financial Assets and Financial
        Liabilities. SFAS No. 159 permits entities to choose to measure
        many financial assets and financial liabilities at fair value. Unrealized
        gains and losses on items for which the fair value option has been elected
        are reported in earnings. SFAS No. 159 is effective for fiscal years beginning
        after November 15, 2007. The adoption of FAS 159 did not have a material
        impact on the Companys consolidated financial statements.                                                                                                                                                                                                                          

F-9

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In March 2008, the FASB issued SFAS No. 161,
        Disclosures about Derivative Instruments and Hedging Activities.
        SFAS 161 changes the disclosure requirements for derivative instruments
        and hedging activities by requiring enhanced disclosures about how and
        why an entity uses derivative instruments, how derivative instruments
        and related hedged items are accounted for under SFAS 133, and how derivative
        instruments and related hedged items affect an entitys operating
        results, financial position, and cash flows. SFAS 161 is effective for
        fiscal years beginning after November 15, 2008. Earlier adoption is permitted.
        The Company is currently reviewing the provisions of FAS 161 and has not
        yet adopted the statement. However, as the provisions of SFAS 161 are
        only related to disclosure of derivative and hedging activities, the Company
        does not believe the adoption of SFAS 161 will have a material impact
        on its consolidated operating results, financial position, or cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (q)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Certain amounts reported in the prior periods
        have been reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | On October 18, 2007, the Company completed
        the acquisition of a mineral property (the Blackstone Lake Property)
        under the terms of a purchase agreement entered into by the Company on
        October 3, 2007. The Blackstone Lake Property consists of two mineral
        claims located in Saskatchewan, Canada. The mineral claims are in good
        standing until August 22, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Under the terms of the purchase agreement,
        the Company agreed to                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| | a) | pay $200,000 (paid);                 
| | -- | -------------------------------------
| |    |                                      
| | b) | pay royalties on the following basis:
| |    | i)                                   
| |    | ii)                                  

In order to maintain the claims in good
  standing, the Company must complete a minimum amount of exploration work on
  the property or it may make a payment in the equivalent sum in lieu of the exploration
  work on the property. The fee is $13 (CAD -$12) per hectare each year. The minimum
  cost of compliance is $121,939 (CAD -$115,200) due by August 22, 2009 and for
  each year thereafter. The Company may only make a payment in the equivalent
  sum in lieu of exploration work for three consecutive years beginning with August
  22, 2009.

F-10

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|5. | LOANS PAYABLE - CURRENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the six months ended April 30, 2008, several
        loans were granted from a third party company totaling $39,000. The loans
        bear interest at 10% per annum and are due on demand. Interest expense
        included in the statement of operations for the six and three months ended
        April 30, 2008 totaled $360 and $360, respectively.                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the six months ended April 30, 2008, several
        loans were granted from a third party company totaling $28,000. The loans
        bear interest at 10% per annum and are due on demand. Interest expense
        included in the statement of operations for the six and three months ended
        April 30, 2008 totaled $348 and $348, respectively.                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2007, a loan was granted
        from a third party company for $10,000. The loan was non-interest bearing
        and had no specific terms for repayment. On October 1, 2007, the Company
        agreed to begin paying interest on the loan at 8% per annum and agreed
        to repay the loan on demand. Interest expense included in the statement
        of operations for the six and three months ended April 30, 2008 totaled
        $398 and $197, respectively. Interest expense included in the statement
        of operations for the six and three months ended April 30, 2007 totaled
        $0 and $0, respectively.                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2006, two loans were
        granted from a third party company for $50,000 and $100,000. The loans
        bear interest at 8% per annum, are compounded annually, and were due May
        16, 2008 and June 19, 2008 respectively. On each of the loans due
        dates, the loans were verbally extended with the same terms and are due
        on demand. Interest expense included in the statement of operations for
        the six and three months ended April 30, 2008 totaled $6,426 and $3,160,
        respectively. Interest expense included in the statement of operations
        for the six and three months ended April 30, 2007 totaled $5,951 and $2,926,
        respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6. | LOANS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2007, several loans
        were granted from a third party company totaling $280,000. The loans bear
        interest at 8% per annum, are compounded annually, and are due April 30,
        2009. Interest expense included in the statement of operations for the
        six and three months ended April 30, 2008 totaled $11,139 and $5,508,
        respectively. Interest expense included in the statement of operations
        for the six and three months ended April 30, 2007 totaled $0 and $0, respectively.                                                                                                                                                                             

F-11

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At April 30, 2008, included in accounts payable
        and accrued liabilities related parties is $14,222 owed to a director
        and officer of the Company for management fees and reimbursement of expenses.
        Amounts due to and from officers and directors are unsecured, non-interest
        bearing and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At April 30, 2008, included in accounts payable
        and accrued liabilities related parties is Euro 15,000 owed to a
        company owned by a former officer and director of the Company for management
        fees. Amounts due to and from officers and directors are unsecured, non-interest
        bearing and due on demand. Management fees paid to a company owned by
        a director and officer of the Company for the six and three months ended
        April 30, 2008 and 2007 totaled Euro 10,000 (US $14,953) and $0, respectively.                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Management fees paid to an officer and director
        of the Company for the six and three months ended April 30, 2008 totaled
        $8,000 and $8,000, respectively. Consulting fees paid to the same officer
        and director of the Company for the six and three months ended April 30,
        2008 totaled $19,000 and $7,000, respectively. Consulting fees paid to
        an officer of the Company for the six and three months ended April 30,
        2008 totaled $6,000 and $3,000 respectively. Consulting fees paid to an
        officer of the Company for the six months ended April 30, 2007 totaled
        $6,000 and $3,000 respectively.                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Companys articles of incorporation
        allow it to issue up to 975,000,000 shares of common stock, par value
        $0.001. Effective September 30, 2005, the Company effected a stock split
        of its common stock by issuing thirteen new shares for each old share.
        Except as otherwise stated to the contrary in these financial statements,
        all references to shares and prices per shares have been adjusted to give
        retroactive effect to the stock split.                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On June 14, 2004, the Company issued 39,000,000
        shares of its common stock at $0.001 per share in a private placement
        transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On July 4, 2004, the Company issued 16,250,000
        shares of its common stock at $0.01 per share in a private placement transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On October 25, 2004, the Company issued 14,950,000
        shares of its common stock at $0.05 per share in a private placement transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On April 19, 2006, the Company acquired all
        the issued and outstanding stock of Skyflyer Technology, which was accounted
        for as a recapitalization of the Company (Note 1) in exchange for 33,000,000
        shares of common stock. The issued number of shares of common stock was
        that of the Company with adjustments made for differences in par value
        between the Company and Skyflyer Technology. On April 11, 2008, the Company
        completed a share exchange agreement with Inventa and Skyflyer Technology,
        whereby the Company sold to Inventa all of the issued and outstanding
        shares of Skyflyer Technology in exchange for the surrender of 33,000,000
        share of the Companys common stock for cancellation. On April 11,
        2008, the Company cancelled the 33,000,000 shares of its common stock.

F-12

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|9.  | COMMITMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On March 10, 2008, the Company entered into a management
        consulting agreement with a director and officer of the Company with an
        effective date of March 1, 2008, to pay monthly consulting fees of $4,000
        per month and to pay a per diem fee of $500 for each day that he attends
        investor presentations or performs geological services at any mineral
        property owned, operated, explored, worked or managed by the Company.
        The contract expires on February 28, 2010 ad may be cancelled by the Company
        with three months notice, in writing.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

CumulativeAmounts fromOctober 19
      
      
      Six
      
      
      Six(start of the
      
      
      Months
      
      
      Monthsexploration stage)
      
      
      Ended
      
      
      Endedto April 30,
      
      
      April 30,
      
      
      April 30,2008
      
      
      2008
      
      
      2007Cash paid for:Interest
      $
      240
      
      $
      -
      
      $
      -Income taxes
      $
      -
      
      $
      -
      
      $
      -


Non-cash Transaction

Investing and financing activities that
  do not have an impact on current cash flows are excluded from the statement
  of cash flows.

F-13

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2008                                
|                                              

|11. | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | On April 11, 2008, the Company completed a share exchange
        agreement with Inventa and Skyflyer Technology, whereby the Company sold
        to Inventa all of the issued and outstanding shares of Skyflyer Technology
        in exchange for the surrender of 33,000,000 share of the Companys
        common stock for cancellation. During the three months ended April 30,
        2008, the Company realized a loss from discontinued operations of $3,842,546,
        which includes the loss on disposal of $3,834,033 from the disposition
        of Skyflyer Technology.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The carrying amount of assets related to the discontinued
        operations included in the October 31, 2007 balance sheet is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                  

Balance
          Sheet October 31 2007Current Assets:Cash
      $
      4,616Other receivables
      
      438Prepaid expenses
      
      13,685Total Current Assets
      $
      18,739Equipment
      $
      378Current Liabilities:Accounts payable and accrued
      $
      (151,862
      )Accounts payable
        and accrued related parties
      
      (8,725
      )Loans payable
      
      (145,978
      )Loans payable
        related parties
      
      (80,394
      )Total
          Current Liabilities
      $
      (386,959
      )


|12. | SUBSEQUENT EVENT                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                
|    | On May 12, 2008, a loan was granted from a third party
        company for $8,000. The loan bears interest at 10% per annum, compounded
        annually, and is due on demand.

F-14

---

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN 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 Annual
Reports on Form 10-KSB or Form 10-K, our Quarterly Reports on Form 10-QSB or
10-Q and our Current Reports on Form 8-K.

CORPORATE OVERVIEW

We were incorporated on May 18, 2004 under the laws of the
State of Nevada.

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. Currently, we own a 100% interest in a
mineral property that we call the Blackstone Lake Property. The Blackstone Lake
Property consists of two mineral claims covering approximately 9,600 hectares
(approximately 23,722 acres) located in north-central Saskatchewan, Canada.

Unit recently, we had been engaged in the development of a
recreational VTOL (Vertical take-off and landing) flying machine through our
wholly owned subsidiary, Skyflyer Technology GmbH (Skyflyer GmbH), a German
limited liability company. On April 11, 2008, we completed the disposition of
Skyflyer GmbH to our majority stockholder, Inventa Holding GmbH (Inventa). The
disposition of Skyflyer GmbH was completed pursuant to the terms and subject to
the conditions of a share exchange agreement dated for reference as of March 31,
2008 (the Share Exchange Agreement) among the Company, Inventa and Skyflyer
GmbH. Under the terms of the Share Exchange Agreement, we sold all of the issued
and outstanding shares of Skyflyer GmbH to Inventa in exchange for Inventa
surrendering for cancellation 33,000,000 shares of our common stock held by
Inventa. The 33,000,000 shares of our common stock surrendered by Inventa were
originally issued in connection with our acquisition of Skyflyer GmbH from
Inventa in April, 2006. As a result of the disposition of Skyflyer GmbH, we will
now focus our financial resources on the exploration and development of our
Blackstone Lake Property.

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the six
months ended April 30, 2008 and changes in our financial condition from October
31, 2007. This discussion should be read in conjunction with the Managements
Discussion and Analysis or Plan of Operation included in our Annual Report on
Form 10-KSB for the year ended October 31, 2007 filed with the SEC on February
26, 2008.

3

---

RECENT CORPORATE DEVELOPMENTS

The following significant corporate developments occurred since
January 31, 2008, the end of our last fiscal quarter:

|1. | On February 29, 2008, Rolf Horchler resigned as our Chief
      Executive Officer, Chief Financial Officer, President and sole director.
      Replacing Mr. Horchler as our Chief Executive Officer, Chief Financial
      Officer, President and sole director was Dr. Rudolf Mauer. There was no
      disagreement between the Company and Mr. Horchler regarding any matter
      relating to the Companys operations, policies or practices.                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | On March 10, 2008, we entered into a management
      consulting agreement with Dr. Rudolf Mauer, our Chief Executive Officer,
      Chief Financial Officer, President and sole director. The agreement, which
      is dated effective as of March 1, 2008, provides that Dr. Mauer will act
      as our CEO, CFO, President, and as a director, and that Dr. Mauer will
      direct and supervise the our mineral exploration and development efforts
      (the Services). Dr. Mauer has agreed to commit 50 hours per month to us
      in providing the Services.                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | In consideration for providing the Services, we have
      agreed to pay Dr. Mauer a consulting fee of $4,000 per month.
      Notwithstanding the effective date of the agreement, we have agreed to pay
      Dr. Mauer his consulting fee retroactively from November 1, 2007 for
      services provided by Dr. Mauer to us since that date. In addition, we have
      agreed to pay Dr. Mauer a per diem fee of $500 for each day that Dr. Mauer
      attends investor presentations or performs geological services at any
      mineral property owned, operated, explored, worked or managed by us. Dr.
      Mauer is also entitled to be reimbursed for reasonable travel, promotional
      and other expenses incurred by him while providing the Services.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Dr. Mauers consulting agreement extends for a period of
      two years and expires on February 28, 2010. We may cancel the agreement
      without cause by providing Dr. Mauer with 3 months advance written notice,
      while Dr. Mauer may cancel the agreement without cause by providing us
      with 30 days advance written notice.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | On April 11, 2008, we completed the disposition of our
      wholly owned subsidiary, Skyflyer GmbH, to our majority stockholder,
      Inventa Holding GmbH (Inventa). See Corporate Overview
  above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

PLAN OF OPERATION

The following summarizes our plan of operation with respect to
the Blackstone Lake Property. Until recently, we had been engaged in the
business of developing a VTOL flying device through our wholly owned subsidiary,
Skyflyer GmbH. In April 2008, we disposed of Skyflyer GmbH to our majority
stockholder, Inventa. As a result of the disposition of Skyflyer GmbH, we will
now focus our financial resources on the exploration and development of the
Blackstone Lake Property. We do not currently have, and do not expect to have,
sufficient capital resources to meet all of the anticipated costs of our plan of
operation for the next twelve months. As such, our ability to complete the plan
of operation will be dependent upon our ability to obtain additional financing.

In addition to the amounts described below, we anticipate that
we will require an additional $50,000 for general administrative purposes and to
pay for the legal and accounting fees associated with meeting our ongoing
reporting obligations under applicable US securities laws.

4

---

Blackstone Lake Property

Over the next twelve months, we intend to proceed with an
exploration program on the Blackstone Lake Property that is expected to
involve:

|1. | The compilation and review of all historic data on the
      Blackstone Lake Property and the surrounding area; and
|-- | -------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                    
|2. | Airborne electromagnetic and radiometric
  surveys.                                                                

The cost of this exploration work is expected to be
approximately $200,000. Depending upon the results of this exploration program,
we may conduct a ground follow-up program consisting of geologic mapping, supply
and ground geophysical surveys. If we decide to conduct the follow up program,
of which there is no assurance, additional exploration work is expected to cost
approximately $400,000 to complete.

RESULTS OF OPERATIONS

Second Quarter and Six Months Summary

|                        |   | Second Quarter Ended April 30, |   |   | Six Months Ended April 30, |  
|----------------------- | - | ------------------------------ | - | - | -------------------------- | -
|                        |   |                                |   |   |                            |  
|                        |   |                                |   |   |                            |  
|                        |   | 2008                           |   |   | 2007                       |  
|Revenue                 | $ | --                             |   | $ | --                         |  
|Expenses                |   | (66,957                        | ) |   | (35,712                    | )
|Interest Expense        |   | (9,573                         | ) |   | (2,926                     | )
|Discontinued Operations |   | (3,842,546                     | ) |   | (41,004                    | )
|Net (Loss)              | $ | (3,919,076                     | ) | $ | (79,642                    | )

Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the foreseeable future. Our ability to earn
revenues in the future is dependent upon the discovery of commercially
exploitable mineral reserves on the Blackstone Lake Property, of which there is
no assurance.

Expenses

|                             |   | Second Quarter Ended April 30 |  |   | Six Months Ended April 30 | 
|---------------------------- | - | ----------------------------- |  | - | ------------------------- | 
|                             |   |                               |  |   |                           | 
|                             |   |                               |  |   |                           | 
|                             |   | 2008                          |  |   | 2007                      | 
|Management fees              | $ | 11,000                        |  | $ | 3,000                     | 
|Mineral exploration costs    |   | 199                           |  |   | -                         | 
|Professional fees            |   | 34,381                        |  |   | 16,639                    | 
|Other operating expenses     |   | 19,414                        |  |   | 15,758                    | 
|Foreign currency loss (gain) |   | 1,963                         |  |   | 315                       | 
|TOTAL                        | $ | 66,957                        |  | $ | 35,712                    | 

5

---

Management fees include amounts paid as compensation to our
officers and directors. Management fees increased during the quarter ended April
30, 2008 due to the fact that we agreed to pay a fee of $4,00 per month to our
sole executive officer in accordance with the terms and conditions of his
management consulting agreement.

Professional fees consist of consulting fees, and legal and
accounting fees in connection with meeting our reporting obligations under the
Exchange Act.

We anticipate that our expenses will increase significantly as
we undertake our exploration program for the Blackstone Lake Property.

DISCONTINUED OPERATIONS

During the fiscal quarter ended April 30, 2008, we realized a
loss from discontinued operations of $3,842,546 as a result of the disposition
of Skyflyer GmbH in April 2008.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          |   |                         |   |   |                           |   |  | Percentage            |   
|------------------------- | - | ----------------------- | - | - | ------------------------- | - |  | --------------------- | --
|                          |   | At
      April 30, 2008 |   |   | At
      October 31, 2007 |   |  | Increase / (Decrease) |   
|Current Assets            | $ | 13,613                  |   | $ | 51,249                    |   |  | (73.4                 | )%
|Current Liabilities       |   | (404,407                | ) |   | (644,632                  | ) |  | (37.3                 | )%
|Working Capital (Deficit) | $ | (390,794                | ) | $ | (593,383                  | ) |  | (34.1                 | )%

Cash Flows

|                                        |   | Six
      Months Ended |   |   | Six
      Months Ended |  
|--------------------------------------- | - | ---------------------- | - | - | ---------------------- | -
|                                        |   | April 30, 2008         |   |   | April 30, 2007         |  
|Cash Flows used in Operating Activities | $ | (165,449               | ) | $ | (29,518                | )
|Cash Flows used in Investing Activities |   | -                      |   |   | (29,423                | )
|Cash Flows from Financing Activities    |   | 142,406                |   |   | 44,897                 |  
|Effect of Foreign Currency Translations |   | 1,530                  |   |   | 243                    |  
|Net Increase in Cash During Period      | $ | (21,513                | ) | $ | (13,801                | )

The decrease in our working capital deficit at April 30, 2008
from October 31, 2007 is primarily a result of the fact that we discontinued our
Skyflyer operations as a result of the disposition of Skyflyer GmbH in April
2008.

As at April 30, 2008, we had cash on hand of $9,338. Currently,
we do not have sufficient financial resources to complete our plan of operation
for the next twelve months. We have not earned any revenues to date and we do
not anticipate earning revenues in the near future. As such, our ability to
complete our plan of operation is dependent upon our ability to obtain
substantial financing in the near term.

During the six months ended April 2008, we received loans from
Black Pointe Holdings Inc. totaling $28,00 respectively. These loans bear
interest at a rate of 10% per annum, compounded annually and are due on demand.
Black Pointe had previously loaned us $280,000 in October, 2007 at an

6

---

interest rate of 8% per annum, due on or before April 30, 2009.
We received loans totaling from a third party company during the six months
ended April 30, 2008. These loans bear interest at a rate of 10% per annum,
compounded annually and are due on demand.

Any future financing that we obtain is expected to be in the
form of sales of our equity securities. If we are successful in completing any
equity financings, of which there is no assurance, our existing shareholders
will experience a dilution of their interest in our company. If we are not
successful in raising sufficient financing, we will not be able to complete our
current plan of operation. We do not have any specific alternatives to our
current plan of operation and have not planned for any such contingency. If we
are not successful in raising sufficient financing, our business may fail and
our shareholders may lose all or part of their investment.

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

The preparation of financial statements in conformity with
generally accepted accounting principles requires our management to make
estimates and assumptions that affect the reported amount of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Our management routinely makes judgments and estimates about the effects of
matters that are inherently uncertain.

Our significant accounting policies are described at Note 3 to
our financial statements for the period ended April 30, 2008.

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 our Principal Executive Officer and Principal Financial
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, our Principal Executive
Officer and Principal Financial Officer has concluded that these disclosure
controls and procedures are effective.

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

7

---

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.

Risks Relating to the Company

We Require Additional Financing

We do not currently have the financial resources to complete
both our plan of operation for the next twelve months. We anticipate that we
will require $200,000 to complete our initial exploration program on the
Blackstone Lake Property, plus an additional $50,000 to meet the administrative
costs of running our business.

We currently do not have any financing arrangements in place
and there is no assurance that we will be able to acquire sufficient financing
on terms acceptable to us or at all. If financing is not available or
obtainable, our ability to meet our financial obligations and pursue our plan of
operation will be substantially limited and investors may lose a substantial
portion or all of their investment.

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. The Blackstone Lake Property does
not contain a known body of commercial ore and, therefore, any program conducted
on our mineral properties will be exploratory. There is no certainty that any
expenditures made on our exploration activities will result in discoveries of
commercially recoverable 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 properties and acquire new properties for new
exploration. The acquisition of additional properties will be dependent upon our
possessing capital resources at the time in order to purchase such claims. If no
funding is available, we may be forced to abandon our operations.

8

---

Risks Relating to the Blackstone Lake
Property

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

We have no mineral reserves. If we do not find a mineral
reserve or if we cannot complete the exploration of 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 will have to cease operations and investors will lose
their investment. Mineral exploration is highly speculative endeavor. It
involves many risks and is often non-productive. Even if we are able to find
mineral reserves on our property our production capability is subject to further
risks including:

- 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;
- Availability and costs of financing;
- Ongoing costs of production; and
- 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 Blackstone Lake Property, and such
other factors as government regulations, including regulations relating to
allowable production, importing and exporting of minerals, and environmental
protection.

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 insurance to
cover 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 claims, we will
be subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the Province of
Saskatchewan 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:

- Water discharge will have to meet drinking water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
  re-vegetated with natural vegetation;
- An assessment of all material to be left on the surface will need to be
  environmentally benign;

9

---

- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and if
  deemed negative, will have to be remediated; and
- There will have to be an impact report of the work on the local fauna and
  flora including a study of potentially endangered species.

In order to maintain our rights to the Blackstone Lake Property
in the Province of Saskatchewan, we will be required to spend approximately
$120,000 by August 22, 2009 on exploration activities or by making a
non-refundable cash payment in lieu of exploration activities.

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

|Exhibit |                                                                                    
|------- | -----------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                            
|3.1     | Articles of
      Incorporation.(1)                                                
|3.2     | Certificate of Change  13-for-1 Stock Split
      effective September 30, 2005.(7)

10

---

|Exhibit |                                                                                                                                                                                                        
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                                                
|3.3     | Certificate of
        Amendment to Articles  Name Change from Triton Resources, Inc. to
        Skyflyer Inc. effective October 17, 2006.(7)                                                         
|3.4     | Certificate of Amendment to Articles
        of Incorporation  Name Change from Skyflyer Inc. to Blackstone Lake
        Minerals Inc. effective January 23, 2008.(10)                                
|3.5     | Bylaws.(1)                                                                                                                                                                                             
|10.1    | Share Purchase Agreement between
        Inventa Holding GmbH, Triton Resources, Inc., Skyflyer Technology GmbH
        and Perry Augustson, dated for reference the 31stday of March,
        2006.(3)
|10.2    | Agreement and
        Deed of Transfer between Inventa Holding GmbH and Triton Resources, Inc.
        dated for reference as of the 19thday of April, 2006.(4)                                        
|10.3    | Patent Transfer Agreement between
        Dieter Wagels and Skyflyer Technology GmbH, dated effective as of April
        17, 2006.(4)                                                                 
|10.4    | Loan Agreement
        between Dast GmbH and Skyflyer Technology GmbH dated December 8, 2006.(5)                                                                                                       
|10.5    | Employment contract between Skyflyer
        Technology GmbH and Dr. Manfred Sappok, dated for reference as of
        June 1, 2005 (translated from German to English).(6)                            
|10.6    | Employment contract
        between Skyflyer Technology GmbH and Dieter Wagels, dated for reference
        as of January 1, 2006 (translated from German to English).(6)                              
|10.7    | Purchase Agreement dated October
        3, 2007 between American Yellowcake Resources Inc. and Skyflyer Inc.(8)                                                                                       
|10.8    | Loan Agreement
        dated October 17, 2007 between Skyflyer Inc. and Black Pointe Holdings
        Inc.(9)                                                                                          
|10.9    | Extension to Loan Agreement between
        Dast GmbH and Skyflyer Technology GmbH, dated July 30, 2007 (translated
        from German to English).(13)                                               
|10.10   | Second Extension
        to Loan Agreement between Dast GmbH and Skyflyer Technology GmbH,
        dated December 31, 2007 (translated from German to English).(13)                                    
|10.11   | Loan Agreement between Dast GmbH
        and Skyflyer Technology GmbH dated November 28, 2007 (translated from
        German to English).(13)                                                         
|10.12   | Loan Agreement
        between Dast GmbH and Skyflyer Technology GmbH dated December 6, 2007
        (translated from German to English).(13)                                                          
|10.13   | Loan Agreement between Dast GmbH
        and Skyflyer Technology GmbH dated December 7, 2007 (translated from German
        to English).(13)                                                          
|10.14   | Management Consultant
        Agreement dated March 1, 2008 between Blackstone Lake Minerals Inc. and
        Dr. Rudolf Mauer.(12)                                                                    
|10.15   | Share Exchange Agreement dated
        for reference as of March 31, 2008 among Blackstone Lake Minerals Inc.,
        Inventa Holding GmbH and Skyflyer Technology GmbH.(14)                          
|14.1    | Code of Ethics.(2)                                                                                                                                                                                     
|21.1    | List of Subsidiaries.(11)                                                                                                                                                                              
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                             
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.                                             

11

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|(1)  | Filed as an exhibit to our Registration Statement on Form
      SB-2 originally filed on January 14, 2005, as amended.
|---- | ----------------------------------------------------------------------------------------------------------------------
|(2)  | Filed as an exhibit to our Annual Report on Form 10-KSB
      filed on January 30, 2006.                              
|(3)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on April 10, 2006.                        
|(4)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on April 26, 2006.                        
|(5)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on December 15, 2006.                     
|(6)  | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB filed on January 30, 2007.                    
|(7)  | Filed as an exhibit to the Companys Quarterly Report on
      Form 10-QSB filed on September 19, 2007.               
|(8)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on October 11, 2007.                      
|(9)  | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on October 23, 2007.                      
|(10) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on January 25, 2008.                      
|(11) | Filed as an exhibit to the Companys Annual Report on
      Form 10-KSB filed on February 26, 2008.                   
|(12) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on March 13, 2008.                        
|(13) | Filed as an exhibit to the Companys Current Report on
      Form 8-K filed on April 8, 2008.                         
|(14) | Filed as an exhibit to the Companys Quarterly Report on
      Form 10-QSB filed on March 21, 2008.                   

12

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SIGNATURES

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

|      |               |     | BLACKSTONE LAKE MINERALS INC.     
|----- | ------------- | --- | ----------------------------------
|      |               |     |                                   
|      |               |     |                                   
|Date: | June 23, 2008 | By: | /s/
      Rudolf Mauer            
|      |               |     |                                   
|      |               |     | RUDOLF MAUER                      
|      |               |     | President, Chief Executive Officer
|      |               |     | & Chief Financial Officer         
|      |               |     | (Principal Executive Officer      
|      |               |     | and Principal Accounting Officer) 

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