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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

(Mark One)

[ X ]Quarterly Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the quarterly period ended January 31,
2008

[ ] Transition Report Under Section 13 Or 15(d) Of The Exchange
Act

For the transition period from ________to ________

COMMISSION FILE NUMBER000-51261

BLACKSTONE LAKE MINERALS
INC.(Exact name of small business issuer as specified in its
charter)

|NEVADA                                           | 20-1147435                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

#205  1480 Gulf Road Point Roberts, WA
98281(Address of principal executive offices)

(360) 927-7354(Issuer's telephone number)

NOT APPLICABLE(Former name, former address and
former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (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 shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]

State the number of shares outstanding of each of the issuer's
  classes of common equity, as of the latest practicable date: As of March
  10, 2008, the Issuer had 103,200,000 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [
] No [ X ]

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PART I - FINANCIAL INFORMATION

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

2

---

BLACKSTONE LAKE MINERALS INC.

(formerly Skyflyer Inc.)

(An Exploration Stage Company)

****

****

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

January 31, 2008 
  (Unaudited)

---

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

|                                                                         |   | January 31, |  
|------------------------------------------------------------------------ | - | ----------- | -
|                                                                         |   | 2008        |  
|                                                                         |   |             |  
|ASSETS                                                                   |   |             |  
|                                                                         |   |             |  
|Current Assets                                                           |   |             |  
|Cash and cash equivalents                                                | $ | 9,338       |  
|Other receivables                                                        |   | 5,932       |  
|Prepaid expenses                                                         |   | 2,388       |  
|Deferred tax asset, less valuation allowance
      of $754,929           |   | -           |  
|Total Current Assets                                                     |   | 17,658      |  
|                                                                         |   |             |  
|Mineral property (Note 4)                                                |   | 200,000     |  
|Equipment (Note 5)                                                       |   | 194         |  
|                                                                         |   |             |  
|Total Assets                                                             | $ | 217,852     |  
|                                                                         |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                    |   |             |  
|                                                                         |   |             |  
|Current Liabilities                                                      |   |             |  
|Accounts payable and accrued liabilities                                 | $ | 173,408     |  
|Accounts payable and accrued
      liabilities related parties (Note 8) |   | 45,887      |  
|Loans Payable current (Note 6)                                          |   | 217,686     |  
|Loans Payable current related
      parties (Note 8)                   |   | 157,377     |  
|Total Current Liabilities                                                |   | 594,358     |  
|                                                                         |   |             |  
|Loans
      payable (Note 7)                                             |   | 286,528     |  
|                                                                         |   |             |  
|Total Liabilities                                                        |   | 880,886     |  
|                                                                         |   |             |  
|Commitments (Note 10)                                                    |   |             |  
|                                                                         |   |             |  
|Stockholders Deficit                                                    |   |             |  
|Common stock (Note 9)                                                    |   |             |  
|Authorized                                                               |   |             |  
|975,000,000 common shares, par value $0.001                              |   |             |  
|Issued and outstanding                                                   |   |             |  
|103,200,000                                                              |   | 103,200     |  
|Additional paid-in capital                                               |   | -           |  
|Accumulated other comprehensive
      loss:                              |   |             |  
|Foreign currency cumulative
      translation adjustment                 |   | (28,579     | )
|Deficit                                                                  |   | (718,605    | )
|Deficit
      accumulated during the exploration stage                   |   | (19,050     | )
|Total Stockholders Deficit                                              |   | (663,034    | )
|                                                                         |   |             |  
|Total Liabilities and Stockholders Deficit                              | $ | 217,852     |  

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

F-2

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|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         |             |   | Three       |             |   | Three       |  
|                                                     |   | (start of the      |             |   | Months      |             |   | Months      |  
|                                                     |   | exploration stage) |             |   | Ended       |             |   | Ended       |  
|                                                     |   | to January 31,     |             |   | January 31, |             |   | January 31, |  
|                                                     |   | 2008               |             |   | 2008        |             |   | 2007        |  
|                                                     |   |                    |             |   |             |             |   |             |  
|EXPENSES                                             |   |                    |             |   |             |             |   |             |  
|                                                     |   |                    |             |   |             |             |   |             |  
|Amortization                                         | $ | 231                |             | $ | 192         |             | $ | 170         |  
|Management fees                                      |   | 23,776             |             |   | 17,593      |             |   | 23,874      |  
|Mineral exploration costs                            |   | 13,511             |             |   | -           |             |   | -           |  
|Professional fees                                    |   | 27,490             |             |   | 17,016      |             |   | 26,550      |  
|Other operating expenses                             |   | 29,132             |             |   | 24,522      |             |   | 4,091       |  
|Foreign
      currency loss (gain)                   |   | 52                 |             |   | (306        | )           |   | (217        | )
|                                                     |   |                    |             |   |             |             |   |             |  
|LOSS BEFORE OTHER ITEMS AND INCOME TAXES             |   | (94,192            | )           |   | (59,017     | )           |   | (54,468     | )
|                                                     |   |                    |             |   |             |             |   |             |  
|Interest income                                      |   | 6                  |             |   | 6           |             |   | -           |  
|Interest expense                                     |   | (12,701            | )           |   | (11,552     | )           |   | (3,152      | )
|Gain
      on forgiven loan                          |   | 87,837             |             |   | 87,837      |             |   | -           |  
|                                                     |   |                    |             |   |             |             |   |             |  
|INCOME (LOSS) BEFORE INCOME TAXES                    |   | (19,050            | )           |   | 17,274      |             |   | (57,620     | )
|                                                     |   |                    |             |   |             |             |   |             |  
|Provision
      for income taxes                     |   | -                  |             |   | -           |             |   | -           |  
|                                                     |   |                    |             |   |             |             |   |             |  
|NET INCOME (LOSS)                                    |   | (19,050            | )           |   | 17,274      |             |   | (57,620     | )
|                                                     |   |                    |             |   |             |             |   |             |  
|OTHER COMPREHENSIVE LOSS                             |   |                    |             |   |             |             |   |             |  
|Foreign currency translation adjustment              |   | (6,685             | )           |   | (6,405      | )           |   | (1,107      | )
|                                                     |   |                    |             |   |             |             |   |             |  
|COMPREHENSIVE INCOME (LOSS)                          | $ | (25,735            | )           | $ | 10,869      |             | $ | (58,727     | )
|                                                     |   |                    |             |   |             |             |   |             |  
|                                                     |   |                    |             |   |             |             |   |             |  
|BASIC AND DILUTED
      NET INCOME (LOSS) PER SHARE  |   |                    |             | $ | (0.00       | )           | $ | (0.00       | )
|                                                     |   |                    |             |   |             |             |   |             |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING |   |                    | 103,200,000 |   |             | 103,200,000 |  

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

F-3

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|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         |   |   | Three       |   |   | Three       |  
|                                                                            |   | (start of the      |   |   | Months      |   |   | Months      |  
|                                                                            |   | exploration stage) |   |   | Ended       |   |   | Ended       |  
|                                                                            |   | to January 31,     |   |   | January 31, |   |   | January 31, |  
|                                                                            |   | 2008               |   |   | 2008        |   |   | 2007        |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |   |                    |   |   |             |   |   |             |  
|Net income (loss) for the period                                            | $ | (19,050            | ) | $ | 17,274      |   | $ | (57,620     | )
|Adjustments to reconcile net income to cash
      used in exploration       |   |                    |   |   |             |   |   |             |  
|stage activities:                                                           |   |                    |   |   |             |   |   |             |  
|Amortization                                                                |   | 231                |   |   | 192         |   |   | 170         |  
|Gain on forgiven loan                                                       |   | (87,837            | ) |   | (87,837     | ) |   | -           |  
|Change in operating assets and liabilities:                                 |   |                    |   |   |             |   |   |             |  
|Increase in other receivables                                               |   | (5,430             | ) |   | (5,430      | ) |   | (4,550      | )
|Decrease (increase) in
      prepaid expenses                               |   | 12,213             |   |   | 13,534      |   |   | (49         | )
|Increase (decrease) in accounts payable
      and accrued liabilities       |   | (54,084            | ) |   | (81,916     | ) |   | 45,626      |  
|Increase in accounts payable
      and accrued liabilities related parties |   | 31,580             |   |   | 33,339      |   |   | -           |  
|Increase
      in accrued interest payable                                  |   | 12,458             |   |   | 11,546      |   |   | 3,152       |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|Net
      cash used in operating activities                                 |   | (109,919           | ) |   | (99,298     | ) |   | (13,271     | )
|                                                                            |   |                    |   |   |             |   |   |             |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |   |                    |   |   |             |   |   |             |  
|Acquisition of mineral
      property                                       |   | (200,000           | ) |   | -           |   |   | -           |  
|Acquisition of patents                                                      |   | -                  |   |   | -           |   |   | (15,689     | )
|Development of website                                                      |   | -                  |   |   | -           |   |   | -           |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|Net cash used in investing activities                                       |   | (200,000           | ) |   | -           |   |   | (15,689     | )
|                                                                            |   |                    |   |   |             |   |   |             |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |   |                    |   |   |             |   |   |             |  
|Issuance of capital stock for cash                                          |   | -                  |   |   | -           |   |   | 1,190       |  
|Proceeds from loans payable                                                 |   | -                  |   |   | -           |   |   | 13,018      |  
|Proceeds
      from loans payable related parties                          |   | 71,734             |   |   | 71,734      |   |   | -           |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|Net
      cash provided by financing activities                             |   | 71,734             |   |   | 71,734      |   |   | 14,208      |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                   |   |                    |   |   |             |   |   |             |  
|CASH DURING THE PERIOD                                                      |   | 1,911              |   |   | 1,776       |   |   | 951         |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|NET DECREASE IN CASH                                                        |   | (236,274           | ) |   | (25,788     | ) |   | (13,801     | )
|                                                                            |   |                    |   |   |             |   |   |             |  
|CASH, BEGINNING OF PERIOD                                                   |   | 245,612            |   |   | 35,126      |   |   | 13,801      |  
|                                                                            |   |                    |   |   |             |   |   |             |  
|CASH, END OF PERIOD                                                         | $ | 9,338              |   | $ | 9,338       |   | $ | -           |  

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

F-4

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|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 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. As a result, the Company is now an exploration stage company.
        The Company is focusing its resources on the development and exploration
        of the Blackstone Lake Property and is currently evaluating its options
        with respect to Skyflyer Technology and its proprietary 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The unaudited consolidated financial statements of the
        Company prior to April 19, 2006 are those of Skyflyer Technology. The
        Companys date of incorporation is considered to be April 14, 2005,
        the date of inception of Skyflyer Technology. All significant inter-company
        balances have been 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 January 31, 2008 and for all periods presented, have
        been included. Interim results for the period ended January 31, 2008 are
        not necessarily indicative of the results that may be expected for the
        fiscal year as a whole.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

F-5

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|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|2. | GOING CONCERN (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | 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 subsidiary, Skyflyer Technology, uses
        the Euro as its functional currency. Accordingly, monetary assets and
        liabilities denominated in a foreign currency are translated at the exchange
        rate in effect at the balance sheet date while non-monetary assets and
        liabilities are translated at historical rates. Revenue and expense items
        denominated in a foreign currency are 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 follows the current rate method
        of translation to U.S. dollars with respect to its foreign subsidiary.
        Accordingly, assets and liabilities are translated into U.S. dollars at
        the year-end exchange rates while revenue and expenses are 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.                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-6

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (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.                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-7

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (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 January 31, 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 January 31, 2008, there were no potentially dilutive
        securities outstanding.                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (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.                                                                                                                                                                                                                                                                                                                                      

F-8

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (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.                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In February 2007, the FASB issued SFAS No.
        159, The Fair Value Option for Financial Assets and Financial
        Liabilities  Including an Amendment of FASB Statement No. 115.
        This statement permits entities to choose to measure many financial instruments
        and certain other items at fair value. Most of the provisions of SFAS
        No. 159 apply only to entities that elect the fair value option. However,
        the amendment to SFAS No. 115 Accounting for Certain Investments
        in Debt and Equity Securities applies to all entities with available-
        for-sale and trading securities. SFAS No. 159 is effective as of the beginning
        of an entitys first fiscal year that begins after November 15, 2007.
        Early adoption is permitted as of the beginning of a fiscal year that
        begins on or before November 15, 2007, provided the entity also elects
        to apply the provision of SFAS No. 157, Fair Value Measurements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company does not expect that the adoption
        of these new accounting pronouncements will have a significant effect
        on its 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)                   
|January 31, 2008                              
|                                              

|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)                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                              

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.

|5. | EQUIPMENT
|-- | ---------
|   |          
|   | Equipment

| |                          |   |        |  
| | ------------------------ | - | ------ | -
| |                          |   | 2007   |  
| | Computer equipment       |   | 2,050  |  
| | Accumulated depreciation |   | (1,856 | )
| | Net book value           | $ | 194    |  

F-10

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|6. | LOANS PAYABLE - CURRENT                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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 three months ended January 31, 2008 totaled $201.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | 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 are due May
        16, 2008 and June 19, 2008 respectively. Interest expense included in
        the statement of operations for the three months ended January 31, 2008
        and 2007 totaled $3,267 and $3,025, respectively.                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2006, a loan was granted
        from a third party company for Euro 25,000 (US $36,955). The loan is non-interest
        bearing and has no specific terms for repayment.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2006, a loan was granted
        from a third party company for Euro 60,000 (US $87,837). The loan was
        non-interest bearing and had no specific terms for repayment. The third
        party company could make a demand for payment by providing four months
        advance notice, in writing. On December 13, 2007, the lender waived repayment
        of the entire loan.                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | 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
        three months ended January 31, 2008 and 2007 totaled $5,631 and $0, respectively.                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Loans Payable Current                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2007. a loan was granted
        from a managing director of Skyflyer Technology for Euro 30,000 (US $44,346).
        The loan bears interest at 8% and is due on demand with one months
        advance notice in writing. Interest expense included in the statement
        of operations for the three months ended January 31, 2008 and 2007 totaled
        Euro 611 (US $895) and Euro 0 (US $0), respectively.                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended October 31, 2007, a loan was granted
        from a company with common shareholders as Inventa for Euro 1,337 (US
        $1,976). The loan is non-interest bearing and has no specific terms for
        repayment.                                                                                                                                                                                                                                 

F-11

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|8. | RELATED PARTY TRANSACTIONS (continued)
|-- | --------------------------------------

Loans Payable Current (continued)

During the three months ended January
  31, 2008, several loans were granted from a company owned by managing director
  of Skyflyer Technology totaling Euro 49,000 (US $72,432). The loans bear interest
  at 8% per annum and are due on demand with three months notice provided
  at any quarter-end in writing. Interest expense included in the statement of
  operations for the three months ended January 31, 2008 totaled Euro 601 (US
  $880), respectively.

During the year ended October 31, 2007,
  two loans were granted from a company owned by a managing director of Skyflyer
  Technology for Euro 10,000 (US $14,782) and Euro 13,387 (US $19,789). The first
  loan bears interest at 7% and was due August 1, 2007. On July 30, 2007, the
  first loan was extended to December 31, 2007. On December 31, 2007, the first
  loan was extended to December 31, 2008. The lender may make a demand for payment
  by providing one months advance notice, in writing. The second loan bears
  interest at 8% and is due on demand with three months notice provided
  at any quarter-end in writing. Interest expense included in the statement of
  operations for the three months ended January 31, 2008 and 2007 totaled Euro
  460 (US $673) and Euro 98 (US $127), respectively.

Other

At January 31, 2008, included in other
  receivables is Euro 1,403 (US $2,073) owed from a company with a common director
  and officer of Skyflyer Technology for vehicle maintenance. At January 31, 2008,
  included in accounts payable and accrued liabilities related parties is
  Euro 5,000 (US $7,391) owed to the same company with a common director and officer
  of Skyflyer Technology for vehicle maintenance. Net vehicle costs reimbursed
  for the three months ended January 31, 2008 and 2007 totaled Euro 1,190 (US
  $1,742) and Euro 4,056 (US $5,280), respectively, and are included in other
  operating costs on the statement of operations.

At January 31, 2008, included in accounts
  payable and accrued liabilities related parties is Euro 1,042 (US $1,541)
  owed to a company with a common director and officer of Skyflyer Technology
  for various operating expenses.

At January 31, 2008, included in accounts
  payable and accrued liabilities related parties is Euro 25,000 (US $36,955)
  owed to a company owned by an 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 three months ended January
  31, 2008 and 2007 totaled Euro 10,000 (US $14,953) and $0, respectively. Consulting
  fees paid to an officer of the Company for the three months ended January 31,
  2008 and 2007 totaled $3,000 and $3,000 respectively.

Management fees paid to an officer and
  director of Skyflyer Technology for the three months ended January 31, 2008
  and 2007 totaled Euro 0 (US $0) and Euro 6,990 (US $10,437), respectively. Management
  fees paid to a former officer and director of Skyflyer Technology for the three
  months ended January 31, 2008 and 2007 totaled Euro 0 (US $0) and Euro 6,990
  (US $10,437), respectively.

F-12

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|9.  | 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 April 14, 2005, the Company issued 70,200,000 shares
        of common stock for total proceeds of Euro 25,000 (US $32,275).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 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 is
        that of the Company with adjustments made for differences in par value
        between the Company and Skyflyer Technology.                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On April 17, 2006, Skyflyer Technology entered into
        a technology transfer agreement with a director and officer of Skyflyer
        Technology to formally acquire patents in consideration for the payments
        by Skyflyer Technology for the patents and patents pending applications
        and an additional payment of 10 Euro (US -$12). Skyflyer Technology agreed
        not to sell, assign or otherwise transfer title of the technology to any
        third party without the written consent of the inventor, provided that
        such consent shall not be unreasonably withheld.                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On February 8, 2006, Skyflyer Technology entered into
        a vehicle lease agreement that was to expire on February 9, 2009. The
        vehicle lease agreement required an initial payment of Euro 20,000 (US
        -$28,818) plus taxes and requires monthly lease payments of Euro 761 (US
        -$1,097) plus taxes. The initial payment was being expensed to the statement
        of operations over the term of the lease. Effective January 1, 2008, the
        vehicle lease agreement was terminated and the balance of the prepaid
        deposit has been included in the statement of operations.                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On January 1, 2006, Skyflyer Technology entered into
        an employment contract with a director and officer of Skyflyer Technology
        effective January 1, 2006, to pay monthly management fees of 2,330 Euro
        (US -$3,444) and a management bonus based on of the selling price for
        each system sold to be determined at the end of 2007. The contract ends
        on December 31, 2008 and if not terminated at this date, will be extended
        for another three years. The contract may be terminated after December
        31, 2008 by giving written notice of one year. The managing director has
        verbally waived his monthly management fee indefinitely, effective October
        1, 2007.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On June 1, 2005, Skyflyer Technology entered into an
        employment contract with a director and officer of Skyflyer Technology
        effective June 1, 2005, to pay monthly management fees of 2,330 Euro (US
        -$3,444) and a management bonus of 1.5% of the selling price for each
        system sold for an indefinite term. The contract may be terminated at
        the end of each calendar year by giving written notice of one year. On
        July 1, 2007, the director and officer of Skyflyer Technology resigned,
        effective August 1, 2007.                                                                                                                                                         

F-13

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|11. | SEGMENT INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Reportable segments are defined as components of an
        enterprise about which separate financial information is available that
        is evaluated regularly by the chief operating decision maker in deciding
        how to allocate resources and assessing performance. At January 31, 2008,
        the Companys operations were conducted in two reportable segments,
        being the development and commercialization of a one or two person, recreational
        flying device in Germany and the development and exploration of a mineral
        property, the Blackstone Lake Property, in Canada. Segmented information
        for the three months ended January 31, 2008 is presented below:

| |                            |   |               |   |   |          |  |   |              |  
| | -------------------------- | - | ------------- | - | - | -------- |  | - | ------------ | -
| |                            |   | Germany       |   |   | Canada   |  |   |              |  
| |                            |   | -Recreational |   |   | -Mineral |  |   | Consolidated |  
| |                            |   | Device        |   |   | Property |  |   |              |  
| | Operating gain (loss)      | $ | (76,468       | ) | $ | 12,000   |  | $ | (64,468      | )
| | General corporate expenses |   |               |   |   |          |  |   | 35,642       |  
| | Interest expense           |   |               |   |   |          |  |   | 11,552       |  
| | Net income                 |   |               |   |   |          |  | $ | 17,274       |  
| | Capital assets             | $ | 194           |   | $ | 200,000  |  | $ | 204,404      |  
| | Amortization               | $ | 192           |   | $ | -        |  | $ | 194          |  
| | Capital expenditures       | $ | -             |   | $ | -        |  | $ | -            |  

F-14

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(formerly Skyflyer Inc.)                      
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|January 31, 2008                              
|                                              

|12. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS
|--- | --------------------------------------------------------

| |                |   |                    |  |   |             |  |   |             | 
| | -------------- | - | ------------------ |  | - | ----------- |  | - | ----------- | 
| |                |   | Cumulative         |  |   |             |  |   |             | 
| |                |   | Amounts from       |  |   |             |  |   |             | 
| |                |   | October 19         |  |   | Three       |  |   | Three       | 
| |                |   | (start of the      |  |   | Months      |  |   | Months      | 
| |                |   | exploration stage) |  |   | Ended       |  |   | Ended       | 
| |                |   | to January 31,     |  |   | January 31, |  |   | January 31, | 
| |                |   | 2008               |  |   | 2008        |  |   | 2007        | 
| |                |   |                    |  |   |             |  |   |             | 
| | Cash paid for: |   |                    |  |   |             |  |   |             | 
| | Interest       | $ | 240                |  | $ | 5           |  | $ | -           | 
| | 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.

During the period from inception (April
  14, 2005) to October 31, 2005, the Company issued 33,000,000 common shares for
  the acquisition of Skyflyer Technology.

|13. | SUBSEQUENT EVENTS
|--- | -----------------

On February 7, 2008, a loan was granted
  from a third party company for $11,000. The loan bears interest at 10% per annum,
  compounded annually, and is due on demand.

On February 13, 2008, a loan was granted
  from a third party company for $15,000. The loan bears interest at 10% per annum,
  compounded annually, and is due on demand.

On March 4, 2008, a loan was granted
  from a third party company for $6,500. The loan bears interest at 10% per annum,
  compounded annually, and is due on demand.

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.

On March 18, 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-15

---

|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 "Management's Discussion
and Analysis or Plan of Operation" 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, our Quarterly Reports on Form
10-QSB and our Current Reports on Form 8-K.

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

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.

In addition, we own 100% of Skyflyer Technology GmbH (Skyflyer
GmbH), a German limited liability company, that is seeking to develop a
recreational VTOL (Vertical take-off and landing) flying machine. However, our
management has decided to focus our limited financial resources on the
exploration and development of the Blackstone Lake Property. Our management is
currently evaluating our options with respect to Skyflyer GmbH and the
development plans for the VTOL flying device.

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the three
months ended January 31, 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 have occurred
since October 31, 2007, the end of our last fiscal year:

|1. | On January 23, 2008, we changed our name from Skyflyer
      Inc. to Blackstone Lake Minerals Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | 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.                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | 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 the
      Company 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.                                                                                                                                                                                                                                                                                                                                                                                                                          

PLAN OF OPERATION

The following summarizes our plan of operation with respect to
the Blackstone Lake Property. Currently, we intend to focus our available
financial resources on the exploration and development of the Blackstone Lake
Property. We do not expect to make any progress on the development of the VTOL
flying device being developed by Skyflyer GmbH during the next twelve months.
Our management is currently evaluating our options with respect to Skyflyer GmbH
and the development plans for the VTOL flying device. 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

|First Quarter Summary |   |                                 |   |   |            |   |  |                      
|--------------------- | - | ------------------------------- | - | - | ---------- | - |  | ---------------------
|                      |   |                                 |   |   |            |   |  |                      
|                      |   | First Quarter Ended January 31, |   |   | Percentage
|                      |   | 2008                            |   |   | 2007       |   |  | Increase / (Decrease)
|Revenue               | $ | -                               |   | $ | -          |   |  | n/a                  
|Expenses              |   | (59,017                         | ) |   | (54,468    | ) |  | 8.4%                 
|Other Items           |   | 76,291                          |   |   | (3,152     | ) |  | 2,520.4%             
|Net Income (Loss)     | $ | 17,274                          |   | $ | (57,620    | ) |  | 130.0%               

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

|                         |   | Three Months Ended January 31, |   |   | Percentage
|------------------------ | - | ------------------------------ | - | - | ----------
|                         |   | 2008                           |   |   | 2007      
|Amortization             | $ | 192                            |   | $ | 170       
|Management fees          |   | 17,593                         |   |   | 23,874    
|Professional fees        |   | 17,016                         |   |   | 26,550    
|Other operating expenses |   | 24,522                         |   |   | 4,091     
|Foreign currency loss    |   | (306                           | ) |   | (217      
|Total Expenses           | $ | 59,017                         |   | $ | 54,468    

5

---

Management fees include amounts paid as compensation to our
officers and directors and to the officers and directors of Skyflyer GmbH.
Management fees for the three months ended January 31, 2008 decreased primarily
because the managing director of Skfylyer GmbH agreed to waive payment of his
salary as the activities of Skyflyer GmbH were suspended.

Other operating expenses for the period ended January 31, 2008
relate primarily to expenses recognized upon the termination by Skyflyer GmbH of
a vehicle lease agreement.

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

OTHER ITEMS

During the fiscal period ended January 31, 2008, we recognized
a gain on a forgiven loan of $87,837. The loan was granted by an unrelated third
party to Skyflyer GmbH during the year ended October 31, 2006 and was unsecured
and non-interest bearing.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                     |   |   |                     |   |  |                      
|------------------------- | - | ------------------- | - | - | ------------------- | - |  | ---------------------
|                          |   |                     |   |   |                     |   |  | Percentage           
|                          |   | At January 31, 2008 |   |   | At October 31, 2007 |   |  | Increase / (Decrease)
|Current Assets            | $ | 17,658              |   | $ | 51,249              |   |  | (65.5 )%             
|Current Liabilities       |   | (594,358            | ) |   | (644,632            | ) |  | (7.8
      )%        
|Working Capital (Deficit) | $ | (576,700            | ) | $ | (593,383            | ) |  | (2.8 )%              

|Cash Flows                              |   |                    |   |   |                    |  
|--------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                        |   | Three Months Ended |   |   | Three Months Ended |  
|                                        |   | January 31, 2008   |   |   | January 31, 2007   |  
|Cash Flows used in Operating Activities | $ | (99,298            | ) | $ | (13,271            | )
|Cash Flows used in Investing Activities |   | --                 |   |   | (15,689            | )
|Cash Flows from Financing Activities    |   | 71,734             |   |   | 14,208             |  
|Effect of Foreign Currency Translations |   | 1,776              |   |   | 951                |  
|Net Increase in Cash During Period      | $ | (25,788            | ) | $ | (13,801            | )

The decrease in our working capital deficit at January 31, 2008
from October 31, 2007, is primarily a result of the fact that an unrelated third
party forgave a loan of $87,837 granted to Skyflyer GmbH during the year ended
October 31, 2006.

As at January 31, 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. Our only source of financing
during the period ended January 31, 2008 were loans totaling $72,432 advanced by
a company owned by the managing director of Skyflyer GmbH. The loans bear
interest at a rate of 8% per annum and are due on demand with three months
advance written notice

6

---

to be provided at any fiscal quarter-end.

In February and March, 2008, we received two additional loans
from Black Pointe Holdings Inc. for $11,000 and $8,000 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
interest rate of 8% per annum, due on or before April 30, 2009. Two additional
loans were granted from a third party company in February and March totaling
$21,500 in the aggregate. 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 year ended October 31, 2007.

RISKS AND UNCERTAINTIES

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

7

---

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.

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 endeavour. 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.

8

---

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;
- 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

9

---

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.

Risks Relating to Skyflyer GmbH

The Flying Device And the Flight Facility Are Still In The
Research And Development Stage

To date, Skyflyer GmbH has only constructed a small scale model
of the flying device, which is approximately 1:6 of the expected size of the
full-sized prototype. Skyflyer GmbH is still in the process of developing the
flying device and the flight facility, and has not earned any revenues from the
sale of flying devices or the flight facility. In their current state of
development, neither the flying device nor the flight facility is marketable as
a product. There are no assurances that Skyflyer GmbHs product development
programs for the flying device and the flight facility will be successful or
that it will be able to develop any commercially marketable systems based on the
technologies underlying those proposed products. Even if development of the
flying device and flight facility is successful, we do not anticipate that those
programs will be completed in the near future.

The Skyflyer Operations May Be Subject To Extensive
Government Regulations

We expect that the flying device and the flight facility will
be subject to a number of government regulations, including strict safety and
environmental guidelines. There will be an inherent element of danger involved
with operating the flying device and the flight facility. As such, we expect
that Skyflyer GmbH will be required to demonstrate that those proposed products
fully comply with applicable safety and environmental regulations, which could
be an expensive and lengthy process. As the flying device and the flight
facility are still in early development, the full extent of these regulations is
not yet fully known and there can be no assurance that Skyflyer GmbH can
successfully comply with all present or future government regulations.

Asserting And Defending Intellectual Property Rights May
Impact Results Of Operations

The success of Skyflyer GmbH may depend on its ability to
protect its proprietary process and technology from competitors. A number of
international patent applications have been filed with respect to the flying
device and the flight facility. However, there is no assurance that a final
patent will be granted for any of the patent pending technologies underlying
Skyflyer GmbHs proposed products. If Skyflyer GmbH is not able to obtain a
patent for any of the technologies, it will only be able to protect its products
and technological processes by maintaining the secrecy of those products and
processes.

Skyflyer GmbH Intends To Operate In A Highly Competitive
Industry

Although we are not aware of any competing flying devices or
flight facilities, Skyflyer GmbHs proposed products will compete with other
recreational and amusement attractions such as go-karts and roller coasters for
the attention of customers. Although Skyflyer GmbHs proposed product is unique,
the amount that customers are willing to spend on recreational activities is
somewhat price sensitive. Skyflyer GmbHs future success will be dependent upon
its ability to develop the flying device and flight facility at an economical
cost and to successfully market those products in competition with other
recreational and amusement attractions. There is no assurance that Skyflyer GmbH
will be able to successfully perform either of these objectives.

10

---

|ITEM 3. | 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.

11

---

PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|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)                                                                                                        
|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,                                                                                                         

12

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|Exhibit |                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                                  
|        | 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).                     
|10.10   | Second Extension to Loan Agreement
        between Dast GmbH and Skyflyer Technology GmbH, dated December 31, 2007
        (translated from German to English).          
|10.11   | Loan Agreement between Dast
        GmbH and Skyflyer Technology GmbH dated November 28, 2007 (translated
        from German to English).                               
|10.12   | Loan Agreement between Dast
        GmbH and Skyflyer Technology GmbH dated December 6, 2007 (translated from
        German to English).                                
|10.13   | Loan Agreement between Dast
        GmbH and Skyflyer Technology GmbH dated December 7, 2007 (translated from
        German to English).                                
|10.14   | Management Consultant Agreement dated March 1, 2008 between
        Blackstone Lake Minerals Inc. and Dr. Rudolf Mauer.(12)                                              
|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.               

|(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

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      |                |  |     | BLACKSTONE LAKE MINERALS INC.     
|----- | -------------- |  | --- | ----------------------------------
|      |                |  |     |                                   
|      |                |  |     |                                   
|Date: | March 21, 2008 |  | By: | /s/
      Rudolf Mauer            
|      |                |  |     |                                   
|      |                |  |     | RUDOLF MAUER                      
|      |                |  |     | President, Chief Executive Officer
|      |                |  |     | & Chief Financial Officer         
|      |                |  |     | (Principal Executive Officer      
|      |                |  |     | and Principal Accounting Officer) 

---