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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended April 30, 2009

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

For the transition period from ________to ________

COMMISSION FILE NUMBER000-51261

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

|NEVADA                                                               | 20-1147435                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|Suite 410-103 East Holly Street, National Bank
      Building        |                                     
|Bellingham, WA                                                       | 98225                               
|(Address of principal executive officers)                            | (Zip Code)                          

(360) 306-1133(Registrant's telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

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

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

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

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

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

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
June 17, 2009, the Registrant had 70,200,000 shares of common stock issued and
outstanding.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

As used in this Quarterly Report on Form 10-Q, 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.

2

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BLACKSTONE LAKE MINERALS INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

April 30, 2009 
  (Unaudited)

---

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

|                                                                                    |   | April 30,  |   |   | October 31, |  
|----------------------------------------------------------------------------------- | - | ---------- | - | - | ----------- | -
|                                                                                    |   | 2009       |   |   | 2008        |  
|                                                                                    |   |            |   |   |             |  
|ASSETS                                                                              |   |            |   |   |             |  
|                                                                                    |   |            |   |   |             |  
|Current Assets                                                                      |   |            |   |   |             |  
|Cash and cash equivalents                                                           | $ | 1,259      |   | $ | 52          |  
|Deferred
      tax asset, less valuation allowance of $1,729,277 (2008 -$1,616,542) |   | -          |   |   | -           |  
|Total Current Assets                                                                |   | 1,259      |   |   | 52          |  
|                                                                                    |   |            |   |   |             |  
|Mineral property (Note
      4)                                                     |   | 200,000    |   |   | 200,000     |  
|Intangibles
      (Note 5)                                                          |   | 697,331    |   |   | -           |  
|                                                                                    |   |            |   |   |             |  
|Total Assets                                                                        | $ | 898,590    |   | $ | 200,052     |  
|                                                                                    |   |            |   |   |             |  
|LIABILITIES AND STOCKHOLDERS DEFICIT                                               |   |            |   |   |             |  
|                                                                                    |   |            |   |   |             |  
|Current Liabilities                                                                 |   |            |   |   |             |  
|Accounts payable and accrued
      liabilities                                      | $ | 1,031,167  |   | $ | 229,363     |  
|Accounts payable and accrued liabilities
      related parties (Note 7)            |   | 44,903     |   |   | 31,886      |  
|Loans Payable current (Note 6)                                                     |   | 707,221    |   |   | 593,481     |  
|Total Current Liabilities                                                           |   | 1,783,291  |   |   | 854,730     |  
|                                                                                    |   |            |   |   |             |  
|Commitments and Contractual Obligations (Note 9, 10)                                |   |            |   |   |             |  
|                                                                                    |   |            |   |   |             |  
|Stockholders Deficit                                                               |   |            |   |   |             |  
|Common stock (Note 8)                                                               |   |            |   |   |             |  
|Authorized                                                                          |   |            |   |   |             |  
|975,000,000 common shares, par value $0.001                                         |   |            |   |   |             |  
|Issued and outstanding                                                              |   |            |   |   |             |  
|April 30, 2009 -70,200,000                                                          |   |            |   |   |             |  
|October
      31, 2008 -70,200,000                                                  |   | 70,200     |   |   | 70,200      |  
|Additional paid-in capital                                                          |   | 4,277,775  |   |   | 4,277,775   |  
|Subscriptions received                                                              |   | 102,000    |   |   | -           |  
|Accumulated other comprehensive
      loss:                                         |   |            |   |   |             |  
|Foreign currency cumulative
      translation adjustment                            |   | (174,074   | ) |   | (174,074    | )
|Deficit                                                                             |   | (718,605   | ) |   | (718,605    | )
|Deficit
      accumulated during the exploration stage                              |   | (4,441,997 | ) |   | (4,109,974  | )
|Total Stockholders Deficit                                                         |   | (884,701   | ) |   | (654,678    | )
|                                                                                    |   |            |   |   |             |  
|Total Liabilities and Stockholders Deficit                                         | $ | 898,590    |   | $ | 200,052     |  

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

F-2

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

|                                                   |   | Cumulative         |  |   |            |   |   |            |   |   |            |   |   |            |  
|-------------------------------------------------- | - | ------------------ |  | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                   |   | Amounts            |  |   |            |   |   |            |   |   |            |   |   |            |  
|                                                   |   | From October 19,   |  |   | Six        |   |   | Six        |   |   | Three      |   |   | Three      |  
|                                                   |   | 2007 (start of the |  |   | Months     |   |   | Months     |   |   | Months     |   |   | Months     |  
|                                                   |   | exploration stage) |  |   | Ended      |   |   | Ended      |   |   | Ended      |   |   | Ended      |  
|                                                   |   | to April 30,       |  |   | April 30,  |   |   | April 30,  |   |   | April 30,  |   |   | April 30,  |  
|                                                   |   | 2009               |  |   | 2009       |   |   | 2008       |   |   | 2009       |   |   | 2008       |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|EXPENSES                                           |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|Management fees                                    | $ | 66,502             |  | $ | 15,000     |   | $ | 28,592     |   | $ | 7,500      |   | $ | 11,000     |  
|Mineral exploration costs                          |   | 13,710             |  |   | -          |   |   | 199        |   |   | -          |   |   | 199        |  
|Professional fees                                  |   | 218,744            |  |   | 97,845     |   |   | 56,735     |   |   | 29,003     |   |   | 34,381     |  
|Other operating expenses                           |   | 287,873            |  |   | 179,436    |   |   | 27,416     |   |   | 2,885      |   |   | 19,414     |  
|Foreign currency loss                              |   | 2,705              |  |   | 11,202     |   |   | 1,657      |   |   | 18,977     |   |   | 1,963      |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|LOSS BEFORE OTHER ITEM AND                         |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|INCOME TAXES                                       |   | 589,534            |  |   | 303,483    |   |   | 114,599    |   |   | 58,365     |   |   | 66,957     |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|Interest expense                                   |   | 71,358             |  |   | 28,540     |   |   | 18,671     |   |   | 15,807     |   |   | 9,573      |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|LOSS BEFORE INCOME TAXES                           |   | 660,892            |  |   | 332,023    |   |   | 133,270    |   |   | 74,172     |   |   | 76,530     |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|Provision for income taxes                         |   | -                  |  |   | -          |   |   | -          |   |   | -          |   |   | -          |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|LOSS FROM CONTINUING OPERATIONS                    |   | 660,892            |  |   | 332,023    |   |   | 133,270    |   |   | 74,172     |   |   | 76,530     |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|Discontinued operations                            |   | 3,781,105          |  |   | -          |   |   | 3,768,532  |   |   | -          |   |   | 3,842,546  |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|NET LOSS                                           |   | 4,441,997          |  |   | 332,023    |   |   | 3,901,802  |   |   | 74,172     |   |   | 3,919,076  |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|OTHER COMPREHENSIVE LOSS                           |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|Foreign currency translation adjustment            |   | 151,900            |  |   | -          |   |   | 151,900    |   |   | -          |   |   | 145,495    |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|COMPREHENSIVE LOSS                                 | $ | 4,593,897          |  | $ | 332,023    |   | $ | 4,053,702  |   | $ | 74,172     |   | $ | 4,064,571  |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|BASIC AND DILUTED NET LOSS
        FROM CONTINUING |   |                    |  |   |            |   |   |            |   |   |            |   |  
|OPERATIONS PER SHARE                               |   |                    |  | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.00      | )
|BASIC AND DILUTED NET LOSS FROM DISCONTINUED       |   |                    |  |   |            |   |   |            |   |   |            |   |  
|OPERATIONS PER SHARE                               |   |                    |  | $ | (0.00      | ) | $ | (0.05      | ) |   | (0.00      | ) |   | (0.05      | )
|                                                   |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF                         |   |                    |  |   |            |   |   |            |   |   |            |   |   |            |  
|COMMON SHARES OUTSTANDING                          |   |                    |  |   | 70,200,000 |   |   | 73,645,055 |   |   | 70,200,000 |   |   | 77,166,667 |  

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

F-3

---

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

|                                                                            |   | Cumulative         |   |   |           |   |   |           |  
|--------------------------------------------------------------------------- | - | ------------------ | - | - | --------- | - | - | --------- | -
|                                                                            |   | Amounts            |   |   |           |   |   |           |  
|                                                                            |   | From October 19,   |   |   | Six       |   |   | Six       |  
|                                                                            |   | 2007 (start of the |   |   | Months    |   |   | Months    |  
|                                                                            |   | exploration stage) |   |   | Ended     |   |   | Ended     |  
|                                                                            |   | to April 30,       |   |   | April 30, |   |   | April 30, |  
|                                                                            |   | 2009               |   |   | 2009      |   |   | 2008      |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                        |   |                    |   |   |           |   |   |           |  
|Net loss from continuing operations                                         | $ | (660,892           | ) | $ | (332,023  | ) | $ | (133,270  | )
|Change in operating assets and liabilities:                                 |   |                    |   |   |           |   |   |           |  
|Decrease in prepaid expenses                                                |   | -                  |   |   | -         |   |   | 2,030     |  
|Increase (decrease) in accounts payable
      and accrued liabilities       |   | 947,560            |   |   | 801,805   |   |   | 14,889    |  
|Increase in accounts payable
      and accrued liabilities related parties |   | 39,547             |   |   | 13,016    |   |   | 34,558    |  
|Increase in accrued interest payable                                        |   | 68,858             |   |   | 26,040    |   |   | 18,959    |  
|Net cash used in operating activities
      of discontinued operations      |   | (103,029           | ) |   | -         |   |   | (102,615  | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|Net cash used in (provided by) operating
      activities                   |   | 292,044            |   |   | 508,838   |   |   | (165,449  | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |   |                    |   |   |           |   |   |           |  
|Acquisition of mineral property                                             |   | (200,000           | ) |   | -         |   |   | -         |  
|Acquisition of intangibles                                                  |   | (697,331           | ) |   | (697,331  | ) |   | -         |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|Net cash used in investing activities                                       |   | (897,331           | ) |   | (697,331  | ) |   | -         |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |   |                    |   |   |           |   |   |           |  
|Proceeds from loans payable                                                 |   | 180,800            |   |   | 87,700    |   |   | 68,027    |  
|Subscriptions received                                                      |   | 102,000            |   |   | 102,000   |   |   | -         |  
|Net
      cash provided by financing activities of discontinued operations  |   | 74,379             |   |   | -         |   |   | 74,379    |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|Net
      cash provided by financing activities                             |   | 357,179            |   |   | 189,700   |   |   | 142,406   |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                   |   |                    |   |   |           |   |   |           |  
|CASH DURING THE PERIOD                                                      |   | 3,755              |   |   | -         |   |   | 1,530     |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|NET INCREASE (DECREASE) IN CASH                                             |   | (244,353           | ) |   | 1,207     |   |   | (21,513   | )
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH, BEGINNING OF PERIOD                                                   |   | 245,612            |   |   | 52        |   |   | 35,126    |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH, END OF PERIOD                                                         | $ | 1,259              |   | $ | 1,259     |   | $ | 13,613    |  
|                                                                            |   |                    |   |   |           |   |   |           |  
|CASH DISCONTINUED OPERATIONS                                               | $ | -                  |   | $ | -         |   | $ | -         |  
|CASH CONTINUING
      OPERATIONS                                           | $ | 1,259              |   | $ | 1,259     |   | $ | 13,613    |  

Supplemental Disclosure with Respect to Cash Flows (Note 11)

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

F-4

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|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Blackstone Lake Minerals Inc. (formerly Skyflyer Inc.)
        (originally Triton Resources, Inc.) (the Company) was incorporated
        on May 18, 2004, under the laws of the State of Nevada and was in the
        business of exploring mineral properties. Effective April 19, 2006, the
        Company acquired 100% of the issued and outstanding shares of Skyflyer
        Technology GmbH (Skyflyer Technology), a company engaged in
        the development and commercialization of a one or two person, recreation
        flying device. On October 18, 2007, the Company acquired a 100% interest
        in a mineral claim (the Blackstone Lake Property) in Saskatchewan,
        Canada. The Company was focusing its resources on the development and
        exploration of the Blackstone Lake Property and on April 11, 2008, the
        Company sold its interest in Skyflyer Technology. On January 27, 2009,
        pursuant to a technology purchase agreement with NY Financial (International)
        Corp. (`NY Financial`), the Companys wholly-owned subsidiary, Caleco
        Pharma Corp. (Caleco), acquired a proprietary technology and
        the intellectual property related thereto for the treatment of liver disease
        and other ailments, particularly resulting from viral infections such
        as the Hepatitis C virus infection (the Technology) (Note
        10). The Company is considered to be an exploration stage company, as
        it is not in the production stage nor has it generated revenues from operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Effective April 19, 2006, the Company acquired 100%
        of the issued and outstanding shares of Skyflyer Technology from Inventa
        Holding GmbH (Inventa) in exchange for an aggregate of 33,000,000
        shares of the Companys common stock. Completion of the acquisition
        resulted in the former sole shareholder of Skyflyer Technology holding
        the majority of the Companys issued and outstanding common stock.
        As a result, the transaction was accounted for as a recapitalization of
        Skyflyer Technology. On April 11, 2008, the Company completed a share
        exchange agreement with Inventa and Skyflyer Technology, whereby the Company
        sold to Inventa all of the issued and outstanding shares of Skyflyer Technology
        in exchange for the surrender of 33,000,000 shares of the Companys
        common stock for cancellation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The consolidated financial statements of the Company
        prior to October 19, 2007 are those of Skyflyer Inc. Prior to the disposition
        of Skyflyer Technology on April 11, 2008, the Companys date of incorporation
        was considered to be April 14, 2005. All significant inter-company balances
        were eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | These consolidated financial statements include the
        accounts of the Company and its wholly-owned subsidiary, Caleco. All significant
        inter-company balances and transactions 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 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 financial statements do not include all information and footnote
        disclosures required for an annual set of financial statements prepared
        under United States of America generally accepted accounting principles.
        In the opinion of management, all adjustments (consisting solely of normal
        recurring accruals) considered necessary for a fair presentation of financial
        position, results of operations and cash flows as at April 30, 2009 and
        for all periods presented, have been included. Interim results for the
        period ended April 30, 2009 are not necessarily indicative of the results
        that may be expected for the fiscal year as a whole.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-5

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|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

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

F-6

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (c) Cash and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company considers cash held at banks and all highly
        liquid investments with original maturities of three months or less to
        be cash and cash equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (d) Mineral property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (e) Intangibles                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Intangibles are recorded at cost. Capitalized amounts
        relate to purchase costs and legal, consulting and advisory costs incurred
        in registration of the patents and intellectual property. Depreciation
        is calculated using the straight-line method over the useful lives of
        the assets. No depreciation is provided for as the patents have not yet
        been awarded and/or begun to generate revenues. No depreciation is provided
        for the intellectual property as they have indefinite lives.                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (f) Accounting for the impairment of long-lived assets
      and long-lived assets to be disposed of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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.                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | (g) Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (h) Fair value of financial instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company's financial instruments consist of cash,
        accounts payable and accrued liabilities, accounts payable and accrued
        liabilities related parties, and loans payable. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (i) Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Effective February 1, 2006, the Company accounts for
        stock-based compensation issued to employees in accordance with the provisions
        of SFAS 123R, Share-Based Payment.which superseded
        Accounting Principles Board (APB) Opinion 25, Accounting
        for Stock Issued to Employee.                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company accounts for stock-based compensation issued
        to non-employees in accordance with the provisions of SFAS 123, Accounting
        for Stock-Based Compensation,and the consensus in EITF No.
        96-18, Accounting for Equity Instruments that are Issued to Other
        Than Employees for Acquiring or in Conjunction with Selling, Goods or
        Services.                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | As of April 30, 2009 and October 31, 2008, there was
        no stock compensation granted.                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (j) Net income (loss) per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Basic net income (loss) per share is computed by dividing
        the net income (loss) for the period by the weighted average number of
        shares of common stock outstanding during the period. Diluted earnings
        per share takes into consideration shares of common stock outstanding
        (computed under basic earnings per share) and potentially dilutive shares
        of common stock. As of April 30, 2009 and 2008, there were no potentially
        dilutive securities outstanding.   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (k) Comprehensive income (loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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.                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (l) Exploration stage                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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.                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (m) Concentration of credit risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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.                                                                                                                      

F-8

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (n) Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2007, the FASB issued SFAS No. 141(R), Business
        Combinations (revised2007). SFAS No. 141(R) is a revision
        to previously existing guidance on accounting for business combinations.
        The statement retains the fundamental concept of the purchase method of
        accounting, and introduces new requirements for the recognition and measurement
        of assets acquired, liabilities assumed and noncontrolling interests.
        SFAS No. 141(R) also requires acquisition-related transaction and restructuring
        costs to be expensed rather than treated as part of the cost of the acquisition.
        SFAS No. 141(R) applies prospectively to business combinations for which
        the acquisition date is on or after the beginning of the first annual
        reporting period beginning on or after December 15, 2008. The Company
        is currently evaluating the impact this statement will have on its financial
        position and results of operations and does not expect this statement
        to have a material impact on its financial position and results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2007, the FASB issued SFAS No. 160, Noncontrolling
        Interests in Consolidated Financial Statements. The Statement
        requires that noncontrolling interests be reported as stockholders equity,
        a change that will affect the Company's financial statement presentation
        of minority interests in its consolidated subsidiaries. The Statement
        also establishes a single method of accounting for changes in a parent's
        ownership interest in a subsidiary as long as that ownership change does
        not result in deconsolidation. The statement is effective for fiscal years
        beginning after December 15, 2008. The Company is currently evaluating
        the impact of SFAS No. 160 and does not expect this statement to have
        a material impact on its financial position and results of operations.                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In March 2008, the FASB issued SFAS No. 161, Disclosures
        about Derivative Instruments and Hedging Activities. SFAS No.
        161 changes the disclosure requirements for derivative instruments and
        hedging activities by requiring enhanced disclosures about how and why
        an entity uses derivative instruments, how derivative instruments and
        related hedged items are accounted for under SFAS No. 133, and how derivative
        instruments and related hedged items affect an entitys operating
        results, financial position, and cash flows. SFAS No. 161 is effective
        for fiscal years beginning after November 15, 2008. Earlier adoption is
        permitted. The Company is currently reviewing the provisions of FAS 161
        and has not yet adopted the statement. However, as the provisions of SFAS
        No. 161 are only related to disclosure of derivative and hedging activities,
        the Company does not believe the adoption of SFAS No. 161 will have a
        material impact on its consolidated operating results, financial position,
        or cash flows.     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In April 2008, the FASB issued FSP FAS 142-3, Determination
        of the Useful Life of Intangible Assets. FSP FAS 142-3 amends
        the factors that should be considered in developing renewal or extension
        assumptions used to determine the useful life of a recognized intangible
        asset under SFAS No. 142, Goodwill and Other Intangible Assets.
        The intent of the position is to improve the consistency between the useful
        life of a recognized intangible asset under SFAS No. 142 and the period
        of expected cash flows used to measure the fair value of the intangible
        asset. FSP FAS 142-3 is effective for fiscal years beginning after December
        15, 2008. The Company is assessing the potential impact that the adoption
        of FSP FAS 142-3 may have on its consolidated financial position, results
        of operations or cash flows.                                                                                                                                                                                                                               

F-9

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|3. | SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (n) Recent accounting pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In May 2008, the FASB issued SFAS No. 162, The
        Hierarchy of Generally Accepted Accounting Principles. SFAS
        No. 162 identifies the sources of accounting principles and the framework
        for selecting the principles used in the preparation of financial statements
        of nongovernmental entities that are presented in conformity with GAAP.
        This statement shall be effective 60 days following the Securities and
        Exchange Commissions approval of the Public Company Accounting Oversight
        Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity
        With Generally Accepted Accounting Principles. The Company does not believe
        that implementation of this standard will have a material impact on its
        consolidated financial position, results of operations or cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining
        Whether Instruments Granted in Share- Based Payment Transactions Are Participating
        Securities. FSP EITF 03-6-1 states that unvested share-based
        payment awards that contain nonforfeitable rights to dividends or dividend
        equivalents (whether paid or unpaid) are participating securities and
        shall be included in the computation of earnings per share pursuant to
        the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning
        after December 15, 2008. The Company does not believe that implementation
        of this standard will have a material impact on its consolidated financial
        position, results of operations or cash flows.                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | (o) Reclassifications                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Certain amounts reported in the prior periods have been
        reclassified to conform to the current periods presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

F-10

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|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 $10 (CAD
        -$12) per hectare each year. The minimum cost of compliance is $93,923
        (CAD -$112,053) 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. | INTANGIBLES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                 |   | April
      30, |  |   | October 31, | 
| | ------------------------------- | - | --------------- |  | - | ----------- | 
| |                                 |   | 2009            |  |   | 2008        | 
| |                                 |   |                 |  |   |             | 
| | Patents (Note 10)               | $ | 86,000          |  | $ | -           | 
| | Intellectual property (Note 10) |   | 611,331         |  |   | -           | 
| |                                 |   | 697,331         |  |   | -           | 
| | Accumulated amortization        |   | -               |  |   | -           | 
| |                                 |   |                 |  |   |             | 
| | Net book value                  | $ | 697,331         |  | $ | -           | 

During the period ended April 30, 2009,
  the Company did not amortize $86,000 and $611,311 of its patents and intellectual
  property as the patents have not yet been awarded and/or they have not begun
  to generate revenues and the intellectual property have indefinite lives. Capitalized
  amounts relate to purchase costs and legal, consulting and advisory costs incurred
  in registration of the patents and intellectual property.

F-11

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|6. | LOANS PAYABLE - CURRENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the six months ended April 30, 2009, a loan was
        granted from a third party company totaling $7,500. The loan is non-interest
        bearing and is due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the six months ended April 30, 2009, a loan was
        granted from a third party company totaling $7,500. The loan is non-interest
        bearing and is due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the six months ended April 30, 2009, a loan was
        granted from a third party company for $1,200. The loan bears interest
        at 10% per annum and is due on demand. Interest expense included in the
        statement of operations for the six and three months ended April 30, 2009
        totaled $0 and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the six months ended April 30, 2009, a loan was
        granted from NY Financial totaling $77,500 of which $6,000 was repaid
        in the same period. The loan bears interest at 10% per annum, compounded
        monthly, beginning January 31, 2009 and is due on demand (Note 10). Interest
        expense included in the statement of operations for the six and three
        months ended April 30, 2009 totaled $1,858 and $1,858, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended October 31, 2008, several loans
        were granted from a third party company totaling $47,000. The loans bear
        interest at 10% per annum and are due on demand. Interest expense included
        in the statement of operations for the six months ended April 30, 2009
        and 2008 totaled $2,857 and $360, respectively. Interest expense included
        in the statement of operations for the three months ended April 30, 2009
        and 2008 totaled $1,870 and $360, respectively.                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended October 31, 2008, several loans
        were granted from a third party company totaling $28,000. The loans bear
        interest at 10% per annum and are due on demand. Interest expense included
        in the statement of operations for the six months ended April 30, 2009
        and 2008 totaled $1,825 and $348, respectively. Interest expense included
        in the statement of operations for the three months ended April 30, 2009
        and 2008 totaled $1,261 and $348, respectively.                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended October 31, 2008, several loans
        were granted from a third party company totaling $18,100. The loans bear
        interest at 10% per annum and are due on demand. Interest expense included
        in the statement of operations for the six months ended April 30, 2009
        and 2008 totaled $898 and $0, respectively. Interest expense included
        in the statement of operations for the three months ended April 30, 2009
        and 2008 totaled $442 and $0, respectively.                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the year ended October 31, 2007, several loans
        were granted from a third party company totaling $290,000. Loans totaling
        $280,000 bear interest at 8% per annum, are compounded annually, and were
        due April 30, 2009. The loans have been verbally extended with the same
        terms and are due on demand. A loan of $10,000 was non-interest bearing
        and had no specific terms of repayment. On October 1, 2007, the Company
        agreed to begin paying interest on this loan at 8% per annum and agreed
        to repay the loan on demand. Interest expense included in the statement
        of operations for the six months ended April 30, 2009 and 2008 totaled
        $12,426 and $11,537, respectively. Interest expense included in the statement
        of operations for the three months ended April 30, 2009 and 2008 totaled
        $6,110 and $5,705, respectively.

F-12

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|6. | LOANS PAYABLE  CURRENT (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the year ended October 31, 2006, two loans were
        granted from a third party company for $50,000 and $100,000. The loans
        bear interest at 8% per annum, are compounded annually, and were due May
        16, 2008 and June 19, 2008 respectively. On each of the loans due
        dates, the loans were verbally extended with the same terms and are due
        on demand. During the six months ended April 30, 2009, $2,500 of accrued
        interest was paid. Interest expense included in the statement of operations
        for the six months ended April 30, 2009 and 2008 totaled $8,676 and $6,426,
        respectively. Interest expense included in the statement of operations
        for the three months ended April 30, 2009 and 2008 totaled $4,266 and
        $3,160, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At April 30, 2009 and October 31, 2008, included in
        accounts payable and accrued liabilities related parties is $20,758
        owed to a former director and officer of the Company for management fees
        and reimbursement of expenses. Management fees paid to the former director
        and officer of the Company for the six and three months ended April 30,
        2008 totaled $8,000 and $8,000, respectively. Amounts due to and from
        officers and directors are unsecured, non-interest bearing and due on
        demand.                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At April 30, 2009 and October 31, 2008, included in
        accounts payable and accrued liabilities related parties is Euro
        5,000 (US $6,606) and Euro 5,000 (US $6,526), respectively, owed to a
        company owned by a former officer and director of the Company for management
        fees. Amounts due to and from officers and directors are unsecured, non-interest
        bearing and due on demand. Management fees paid to a company owned by
        a former director and officer of the Company for the six and three months
        ended April 30, 2008 totaled Euro 10,000 (US $14,592) and Euro 0 (US $0),
        respectively. Amounts due to and from officers and directors are unsecured,
        non-interest bearing and due on demand.                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At April 30, 2009 and October 31, 2008, included in
        accounts payable and accrued liabilities related parties is $17,539
        and $4,602, respectively, owed to officers and/or directors of the Company
        for management fees and reimbursement of expenses. Amounts due to and
        from officers and directors are unsecured, non-interest bearing and due
        on demand. Management fees paid to an officer and director of the Company
        for the six months ended April 30, 2009 and 2008 totaled $15,000 and $6,000.
        Management fees paid to an officer fand director of the Company for the
        three months ended April 30, 2009 and 2008 totaled $7,500 and $3,000 respectively.                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Companys articles of incorporation allow it
        to issue up to 975,000,000 shares of common stock, par value $0.001. Effective
        September 30, 2005, the Company effected a stock split of its common stock
        by issuing thirteen new shares for each old share. Except as otherwise
        stated to the contrary in these financial statements, all references to
        shares and prices per shares have been adjusted to give retroactive effect
        to the stock split.                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On June 14, 2004, the Company issued 39,000,000 shares
        of its common stock at $0.001 per share in a private placement transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

F-13

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|8.  | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On July 4, 2004, the Company issued 16,250,000
        shares of its common stock at $0.01 per share in a private placement transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On October 25, 2004, the Company issued 14,950,000
        shares of its common stock at $0.05 per share in a private placement transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On April 19, 2006, the Company acquired all
        the issued and outstanding stock of Skyflyer Technology, which was accounted
        for as a recapitalization of the Company (Note 1) in exchange for 33,000,000
        shares of common stock. The issued number of shares of common stock was
        that of the Company with adjustments made for differences in par value
        between the Company and Skyflyer Technology. On April 11, 2008, the Company
        completed a share exchange agreement with Inventa and Skyflyer Technology,
        whereby the Company sold to Inventa all of the issued and outstanding
        shares of Skyflyer Technology in exchange for the surrender of 33,000,000
        shares of the Companys common stock for cancellation. On April 11,
        2008, the Company cancelled the 33,000,000 shares of its common stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|9.  | COMMITMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On October 1, 2008, the Company entered into
        a management consulting agreement with a director and officer of the Company
        with an effective date of October 1, 2008 to pay monthly consulting fees
        of $2,500 per month. The contract may be cancelled by either party with
        60 days notice, in writing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|10. | TECHNOLOGY PURCHASE AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On January 27, 2009, pursuant to a technology
        purchase agreement, Caleco acquired a proprietary technology and the intellectual
        property related thereto for the treatment of liver disease and other
        ailments, particularly resulting from viral infections such as the Hepatitis
        C virus infection (the Technology) from NY Financial.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As consideration for the Technology, the Company
        and Caleco agreed to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | As further consideration, an officer and director
        of the Company transferred 32,000,000 shares of the Companys common
        stock to NY Financial on closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Caleco has also agreed to reimburse the documented
        costs related to the Technology totaling Euro 503,700 (US $665,565) and
        $66,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-14

---

|BLACKSTONE LAKE MINERALS INC.                 
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)                   
|April 30, 2009                                
|                                              

|11. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
|--- | --------------------------------------------------

| |                    |   | Cumulative         |  |   |           |  |   |           | 
| | ------------------ | - | ------------------ |  | - | --------- |  | - | --------- | 
| |                    |   | Amounts from       |  |   |           |  |   |           | 
| |                    |   | October 19, 2007   |  |   | Six       |  |   | Six       | 
| |                    |   | (start of the      |  |   | Months    |  |   | Months    | 
| |                    |   | exploration stage) |  |   | Ended     |  |   | Ended     | 
| |                    |   | to April 30,       |  |   | April 30, |  |   | April 30, | 
| |                    |   | 2009               |  |   | 2009      |  |   | 2008      | 
| |                    |   |                    |  |   |           |  |   |           | 
| | Cash paid for:     |   |                    |  |   |           |  |   |           | 
| | Interest           | $ | 2,740              |  | $ | -         |  | $ | 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.                             
|    |                                                                                                                                                                                
|12. | SUBSEQUENT EVENT                                                                                                                                                               
|    |                                                                                                                                                                                
|    | On May 21, 2009, a loan was granted from a third party
        company for $1,200. The loan bears interest at 10% per annum, compounded
        annually, and is due on demand.

F-15

---

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

Cautionary Statement Regarding Forward-Looking
Statements

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

CORPORATE OVERVIEW

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

Our business plan is to develop our proprietary technology
designed to treat moderate to severe liver maladies, such as elevated liver
enzymes and the Hepatitis C viral infection, (the Liver Health Formula) as an
over-the-counter medication and as a Food and Drug Administration (FDA)
approved pharmaceutical. To date, our intellectual property covering the Liver
Health Formula comprises of patent applications in the United States and Europe,
the right to file foreign patent applications under our PCT patent application
and four European Drug Master File applications.

We acquired the Liver Health Formula pursuant to the terms and
conditions of a technology purchase agreement dated December 19, 2008 (the
Technology Purchase Agreement) among NY Financial (International) Corp. (NY
Financial), the Company, Caleco Pharma Corp. (Caleco), our wholly owned
subsidiary, and John Boschert, our sole executive officer and a director. Under
the terms of the Technology Purchase Agreement, NY Financial assigned and
transferred the Liver Health Formula to us in consideration of the following:

|(a) | we paid $22,500 in cash to NY Financial; and                                                                                                                                                                                                                                                                                                                                                                           
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | we issued a non-interest bearing promissory note in the
      amount of $77,500 to NY Financial. On January 31, 2009, we became in
      default of the promissory note as we were unable to pay the $77,500. Under
      the terms of the promissory note, the unpaid portion of the promissory
      note, being $71,500, bears interest at a rate of ten per cent (10%) per
      annum commencing January 31, 2009.

As further consideration, Mr. Boschert transferred 32,000,000
shares of our common stock to NY Financial, which resulted in a change in
control. We also appointed F. Javier Benedi Garcia, the sole director of NY
Financial, to our Board of Directors.

Following closing, Caleco has agreed to reimburse the
documented costs related to the recording of the patent applications and the
filing of the European Drug Master File applications, which amount is not to
exceed 590,000 EUR. In addition, the parties also agreed that:

|(a) | we will use our best efforts to raise financing of
      $2,500,000. In connection with this financing, we have agreed that we will
      not issue more than 20,000,000 shares of our common stock unless we obtain
      NY Financials consent; and
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                       
|(b) | we are restricted from assigning or transferring the
      Liver Health Formula until January 1, 2011. Notwithstanding this
      restriction, we will have the right to license the Liver Health
      Formula.                                      

3

---

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

The following discussion and analysis summarizes our plan of
operation for the next twelve months, our results of operations for the six
months ended April 30, 2009 and changes in our financial condition from October
31, 2008. 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-K for the year ended October 31, 2008 filed with the SEC on February 13,
2009.

PLAN OF OPERATION

We currently do not have sufficient capital resources to meet
all of the anticipated costs of our plan of operation for the next twelve
months. Our ability to complete our plan of operation for our over-the-counter
and pharmaceutical business and our Blackstone Lake Property activities is
subject to our obtaining substantial financing. The following summarizes our
over-the-counter market and pharmaceutical business and Blackstone Lake Property
activities. In addition to the amounts described below, we anticipate that we
will require an additional $50,000 for general and administrative purposes and
to pay for legal and accounting fees in connection with meeting our ongoing
reporting obligations under U.S. securities laws.

Over-the-Counter and Pharmaceutical Business

Over the next twelve months, our plan of operation is to
simultaneously develop our Liver Health Formula along two distinct pathways: as
an over-the-counter medication; and as a FDA approved pharmaceutical. There is
no assurance that we will be able to develop, market and manufacture our Liver
Health Formula as an over-the-counter medication or that we will be able to
obtain FDA approval of our Liver Health Formula as a pharmaceutical.

Development as an Over-the-Counter Medication

We intend to initially develop, market and manufacture our
Liver Health Formula as an over-the-counter medication. We anticipate that this
product will be derived from our proprietary compound called HP-201. The HP-201
compound is designed to treat moderate to severe liver maladies, such as
elevated liver enzymes and Hepatitis C viral infection. We estimate that the
initial development, marketing and manufacturing of the HP-201 will cost
approximately $800,000 to $1,200,000.

Development as a Pharmaceutical

Simultaneously with the development of our over-the-counter
pathway, we plan to conduct a clinical trial of our Liver Health Formula, which
will be the first step in applying for a New Drug Application (NDA) with the
FDA. We anticipate that the clinical trial will be a two site, double blind
study consisting of twenty-five to thirty patients per site. This clinical trial
is expected to occur in the third quarter of 2009 and is estimated to cost
between $250,000 to $350,000.

In addition to the clinical trial, we also intend to conduct
additional testing and development of our Liver Health Formula over the next
twelve months. This additional research is estimated to cost between $250,000 to
$350,000.

The clinical trial and the additional testing are expected to
assist us in applying for an NDA with the FDA. In addition, we also anticipate
that this research will assist us in the development of our over-the-counter
medication pathway.

4

---

Blackstone Lake Property Activities

Subject to our ability to obtain financing, 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. This second phase is expected to cost
approximately $400,000 to complete.

RESULTS OF OPERATIONS

Six Months and Second Quarter Summary

|                 |   | Six Months Ended April 30, |   |   |            | Three Months Ended April 30, | 
|---------------- | - | -------------------------- | - | - | ---------- | ---------------------------- | 
|                 |   |                            |   |   |            |                              | 
|                 |   |                            |   |   |            |                              | 
|                 |   | 2009                       |   |   | 2008       |                              | 
|Revenue          | $ | -                          |   | $ | -          |                              | 
|Expenses         |   | (303,483                   | ) |   | (114,599   | )                            | 
|Interest Expense |   | (28,540                    | ) |   | (18,671    | )                            | 
|Discontinued     |   | -                          |   |   | (3,768,532 | )                            | 
|Operations       |   |                            |   |   |            |                              | 
|Net (Loss)       | $ | (332,023                   | ) | $ | (3,901,802 | )                            | 

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: (i) the development and manufacturing
of our Liver Health Formula as an over-the-counter medication; and (ii) the
discovery of commercially exploitable mineral reserves on the Blackstone Lake
Property. There is no assurance that we will be able to develop and manufacture
our Liver Health Formula as an over-the-counter medication or discover
commercially exploitable mineral reserves on the Blackstone Lake Property.

Expenses

|                    |   | Six Months Ended April 30, |  |   |         | Three Months Ended April 30, | 
|------------------- | - | -------------------------- |  | - | ------- | ---------------------------- | 
|                    |   |                            |  |   |         |                              | 
|                    |   |                            |  |   |         |                              | 
|                    |   | 2009                       |  |   | 2008    |                              | 
|Management fees     | $ | 15,000                     |  | $ | 28,592  |                              | 
|Mineral exploration |   | -                          |  |   | 199     |                              | 
|costs               |   |                            |  |   |         |                              | 
|Professional fees   |   | 97,845                     |  |   | 56,735  |                              | 
|Other operating     |   | 179,436                    |  |   | 27,416  |                              | 
|expenses            |   |                            |  |   |         |                              | 
|Foreign currency    |   | 11,202                     |  |   | 1,657   |                              | 
|loss (gain)         |   |                            |  |   |         |                              | 
|Total Expenses      | $ | 303,483                    |  | $ | 114,599 |                              | 

5

---

Our expenses decreased from $66,957, during the quarter ended
April 30, 2008, to $56,365, during the quarter ended April 30, 2009. The
decrease in our expenses is primarily attributable to a decrease in management
fees and professional fees.

Management fees include amounts paid as compensation to our
officers and directors. During the quarter ended April 30, 2009, we incurred
management fees of $2,500 per month to our sole executive officer.

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

If we are able to obtain sufficient financing to undertake our
proposed business plan for our over-the-counter and pharmaceutical business, of
which there is a substantial doubt, our expenses are anticipated to increase
significantly.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

|                          |   |                         |   |   |                           |   |  | Percentage            | 
|------------------------- | - | ----------------------- | - | - | ------------------------- | - |  | --------------------- | 
|                          |   | At
      April 30, 2009 |   |   | At
      October 31, 2008 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 1,259                   |   | $ | 52                        |   |  | 2,321.2%              | 
|Current Liabilities       |   | (1,783,291              | ) |   | (854,730                  | ) |  | 108.6%                | 
|Working Capital (Deficit) | $ | (1,782,032              | ) | $ | (854,678                  | ) |  | 108.5%                | 

Cash Flows

|                                                            |   | Six Months Ended April 30, |  
|----------------------------------------------------------- | - | -------------------------- | -
|                                                            |   | 2009                       |  
|Cash Flows used in (provided by) Operating
      Activities | $ | 508,838                    |  
|Cash Flows used in Investing Activities                     |   | (697,331                   | )
|Cash Flows from Financing Activities                        |   | 189,700                    |  
|Effect of Foreign Currency Translations                     |   | -                          |  
|Net Decrease in Cash During Period                          | $ | 1,207                      |  

The significant increase in our working capital deficit at
April 30, 2009 from October 31, 2008 is primarily a result of: (i) an increase
in our accounts payable due to our lack of capital to meet our ongoing
expenditures; and (ii) an increase in our accounts payable in connection with
our acquisition of the Liver Health Formula.

During the six months ended April 30, 2009, we recorded
subscriptions received of $102,000 as we have not yet issued the securities.

Future Financings

As at April 30, 2009, we had cash on hand of $1,259. 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. 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. There is a substantial doubt that we will be able to obtain financing
in an amount that is sufficient to enable us to complete our proposed plan of
operation. If we are not successful in raising sufficient financing, we will not
be able to complete our plan of operation. We do not have any specific
alternatives to our current plan of operation and have not planned for any such

6

---

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 in Note 3 to
our consolidated financial statements for the period ended April 30, 2009
included in this Quarterly Report on Form 10-Q.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of April 30, 2009 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed in our Annual Report on Form 10-K for our year ended October
31, 2008 (the 2008 Annual Report).

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

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in our 2008 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended April 30,
2009 fairly present our financial condition, results of operations and cash
flows in all material respects.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting that occurred during the quarter ended April 30, 2009 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.

7

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

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

We Require Additional Financing.

We do not currently have the financial resources to complete
our plan of operation for the next twelve months. We anticipate that we will
require substantial financing over the next twelve months in order to complete
our business plan of our over-the-counter and pharmaceutical business and our
exploration program on the Blackstone Lake Property.

We currently do not have any financing arrangements in place
and there is a substantial doubt that we will be able to acquire sufficient
financing. If financing is not available or obtainable, our ability to meet our
financial obligations and pursue our plan of operation will be substantially
limited and investors may lose a substantial portion or all of their
investment.

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

We depend on the services of our senior management and key
technical personnel. In particular, our future success will depend on the
continued efforts of John Boschert, our sole executive officer and a member of
our Board of Directors, James Sandino, a member of our Board of Directors, and
F. Javier Benedi Garcia, a member of our Board of Directors. The loss of the
services of any of these gentlemen and the further erosion of staff could have
an adverse effect on our business, financial condition and results of
operations.

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

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

We may conduct further offerings of our equity securities in
the future, in which case your shareholdings will be diluted.

Since our inception, we have been reliant upon sales of our
common stock to fund our operations. We may conduct further equity offerings in
the future to finance our current projects or to finance subsequent projects
that we decide to undertake. If common stock is issued in return for additional
funds, the price per share could be lower than that paid by our current
stockholders. We anticipate continuing to rely on equity

8

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sales of our common stock in order to fund our business
operations. If we issue additional stock, investors' percentage interest in us will be
diluted.

Risks Related to our Over-the-Counter and Pharmaceutical
Business

Our inability to complete our product development activities
successfully may severely limit our ability to operate and finance
operations.

The development of our technology as an over-the-counter
medication and a FDA approved pharmaceutical will require significant financing
and additional research and development as well as substantial clinical trials.
We believe that the United States and Europe will be the principal markets for
our technology, as will any country in the world where the need for the
treatment of liver diseases, including the Hepatitis C virus, exists. We may not
be able to successfully complete development of our technology, or successfully
market our technology. We, and any of our potential collaborators, may encounter
problems and delays relating to research and development, regulatory approval
and intellectual property rights of our technology. Our research and development
programs may not be successful. Our technology may not prove to be safe and
efficacious in clinical trials, and we may not obtain the intended regulatory
approvals for our technology. Whether or not any of these events occur, we may
not have adequate resources to continue operations for the period required to
resolve the issue delaying development and we may not be able to raise capital
to finance our operation during the period required for resolution of that
issue.

We may lose our competitiveness if we are not able to
protect our proprietary technology and intellectual property rights
against infringement, and any related litigation may be time-consuming and
costly.

Our success and ability to compete depends to a significant
degree on our proprietary technology. If any of our competitors copy or
otherwise gain access to our proprietary technology or develop similar
technologies independently, we may not be able to compete as effectively. The
measures we have implemented to protect our proprietary technology and other
intellectual property rights are currently based upon patent applications filed
in the United States and Europe, the right to file foreign patent applications
under our PCT patent application and European Drug Master File applications.
This, however, may not be adequate to prevent the unauthorized use of our
proprietary technology and our other intellectual property rights. Further, the
laws of foreign countries may provide inadequate protection of such intellectual
property rights. We may need to bring legal claims to enforce or protect such
intellectual property rights. Any litigation, whether successful or
unsuccessful, may result in substantial costs and a diversion of our company's
resources. In addition, notwithstanding our rights to our intellectual property,
other persons may bring claims against us alleging that we have infringed on
their intellectual property rights or claims that our intellectual property
rights are not valid. Any claims against us, with or without merit, could be
time consuming and costly to defend or litigate, divert our attention and
resources, result in the loss of goodwill associated with our business or
require us to make changes to our technology.

We may become subject to intellectual property litigation
which may harm our business.

Our success depends in part on our ability to develop
commercially viable products without infringing the proprietary rights of
others. Although we have not been subject to any filed infringement claims,
other patents or patent applications could exist or could be filed which may
prohibit or limit our ability to market our products or maintain a competitive
position. In the event of an intellectual property dispute, we may be forced to
litigate. Intellectual property litigation may divert management's attention
from developing our technology and may force us to incur substantial costs
regardless of whether we are successful. An adverse outcome could subject us to
significant liabilities to third parties, and force us to curtail or cease the
development and commercialization of our technology.

If we commercialize or test our technology, we will be
subject to potential product liability claims which may affect our
financial condition.

We face an inherent business risk of exposure to product
liability claims in the event that the use of our technology during research and
development efforts, including clinical trials, or after commercialization,

9

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results in adverse affects. As a result, we may incur
significant product liability exposure, which may exceed any insurance coverage
that we obtain in the future. Even if we elect to purchase such issuance in the
future, we may not be able to maintain adequate levels of insurance at
reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured
claims may increase our operating loss and affect our financial condition.

If we fail to effectively manage the growth of our company
and the commercialization or licensing of our technology, our future
business results could be harmed and our managerial and operational
resources may be strained.

As we proceed with the development of our technology and the
expansion of our marketing and commercialization efforts, we expect to
experience significant growth in the scope and complexity of our business. We
will need to add staff to manage operations, handle business development efforts
and perform finance and accounting functions. We anticipate that we will be
required to hire a broad range of additional personnel in order to successfully
advance our operations. This growth is likely to place a strain on our
management and operational resources. The failure to develop and implement
effective systems, or to hire and retain sufficient personnel for the
performance of all of the functions necessary to effectively service and manage
our potential business, or the failure to manage growth effectively, could have
a material adverse effect on our business and financial condition.

Failure to obtain and maintain required regulatory approvals
will severely limit our ability to commercialize our technology.

We will need to obtain the approval of the Food and Drug
Administration in the United States (FDA) before we commence commercialization
of our technology as a pharmaceutical in the United States. We may also be
required to obtain additional approvals from foreign regulatory authorities to
apply for any sales activities we may carry out in those jurisdictions. If we
cannot demonstrate the safety, reliability and efficacy of our technology, the
FDA or other regulatory authorities could delay or withhold regulatory approval
of our technology.

Even if we obtain regulatory approval of our technology, that
approval may be subject to limitations on the indicated uses for which it may be
marketed. Even after granting regulatory approval, the FDA and other regulatory
agencies and governments in other countries will continue to review and inspect
any future marketed products as well as any manufacturing facilities that we may
establish in the future. Later discovery of previously unknown problems with a
product or facility may result in restrictions on the product, including a
withdrawal of the product from the market. Further, governmental regulatory
agencies may establish additional regulations which could prevent or delay
regulatory approval of our technology.

Even if we obtain regulatory approval to commercialize our
products, lack of commercial acceptance may impair our business.

Our product development efforts are primarily directed toward
obtaining regulatory approval for our liver disease product treatments. Our
products may not be employed in all potential applications being investigated,
and any reduction in applications may limit the market acceptance of our
products and our potential revenues. As a result, even if our products are
developed into marketable products and we obtain all required regulatory
approvals, we cannot be certain that our products will be adopted at a level
that would allow us to operate profitably.

If we do not keep pace with our competitors, technological
advancements and market changes, our technology may become obsolete and
our business may suffer.

The market for our technology is very competitive, is subject
to rapid technological changes and varies for different individual products. We
believe that there are potentially many competitive approaches being pursued
that compete with our technology, including some by private companies for which
information is difficult to obtain.

10

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Many of our competitors have significantly greater resources
and have developed products and processes that directly compete with our
technology. Our competitors may develop, or may in the future develop, new
technologies that directly compete with our technology or even render our
technology obsolete. Our technology is designed to treat moderate to severe
liver maladies, such as elevated liver enzymes and the Hepatitis C viral
infection. Even if we are able to demonstrate improved or equivalent results
from our technology, researchers and practitioners may not use our technology
and we may suffer a competitive disadvantage. Finally, to the extent that others
develop new technologies that address the targeted application for our current
technology, our business will suffer.

Risks Related to the Blackstone Lake Property

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

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

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

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

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

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

If we undertake exploration of our mineral claim, we will be
subject to compliance with government regulation that may increase the
anticipated cost of an exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We will be subject to the laws of the Province of
Saskatchewan if we carry out an 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;

11

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- 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
$115,200 CDN ($96,480 US) by August 22, 2009 on exploration activities or by
making a non-refundable cash payment in lieu of exploration activities. As of
the date of this report, we have been unable to raise sufficient financing to
carry out an exploration program for the Blackstone Lake Property. If we are
unable to raise additional financing, of which there is a substantial doubt,
then we may lose our rights to the Blackstone Lake Property.

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

12

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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 among the Company,
      Inventa Holding GmbH, 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 the Company dated for reference as of the
      19thday of April, 2006.(4)                                               
|10.3    | Patent Transfer Agreement between Dieter Wagels
      and Skyflyer Technology GmbH, dated effective as of April 17,
      2006.(4)                                                             
|10.4    | Loan Agreement between Dast
      GmbH and Skyflyer Technology GmbH dated December 8, 2006.(5)                                                                                                 
|10.5    | Employment contract between Skyflyer Technology
      GmbH and Dr. Manfred Sappok, dated for reference as of June 1, 2005
      (translated from German to English).(6)                        
|10.6    | Employment contract between
      Skyflyer Technology GmbH and Dieter Wagels, dated for reference as of
      January 1, 2006 (translated from German to English).(6)                          
|10.7    | Purchase Agreement dated October 3, 2007
      between American Yellowcake Resources Inc. and Skyflyer Inc.(8)                                                                                 
|10.8    | Loan Agreement dated October
      17, 2007 between the Company 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).(12)                                           
|10.10   | Second Extension to Loan
      Agreement between Dast GmbH and Skyflyer Technology GmbH, dated December
      31, 2007 (translated from German to English).(12)                                
|10.11   | Loan Agreement between Dast GmbH and Skyflyer
      Technology GmbH dated November 28, 2007 (translated from German to
      English).(12)                                                     
|10.12   | Loan Agreement between Dast
      GmbH and Skyflyer Technology GmbH dated December 6, 2007 (translated from
      German to English).(12)                                                      
|10.13   | Loan Agreement between Dast GmbH and Skyflyer
      Technology GmbH dated December 7, 2007 (translated from German to
      English).(12)                                                      
|10.14   | Management Consultant Agreement
      dated March 1, 2008 between the Company and Dr. Rudolf
      Mauer.(11)                                                                                  
|10.15   | Share Exchange Agreement dated for reference as
      of March 31, 2008 among Blackstone Lake Minerals Inc., Inventa Holding
      GmbH and Skyflyer Technology GmbH.(13)                      
|10.16   | Management Consultant Agreement
      dated October 1, 2008 between the Company and John
      Boschert.(14)                                                                                   
|10.17   | Technology Purchase Agreement dated October 16,
      2008 among the Company, NY Financial (International) Corp., Caleco Pharma
      Corp. and John Boschert.(15)                             
|10.18   | Amendment Agreement to
      Technology Purchase Agreement dated October 16, 2008 among the Company, NY
      Financial (International) Corp., Caleco Pharma Corp. and John
      Boschert.(16)
|10.19   | Technology Purchase Agreement dated December
      19, 2008 among the Company, NY                                                                                                              

13

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|Exhibit |                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                               
|        | Financial (International) Corp., Caleco Pharma
      Corp. and John Boschert.(17)                                                                     
|10.20   | Promissory Note between Caleco
      Pharma Corp. and NY Financial (International) Inc.(18)                                                           
|14.1    | Code of Ethics.(2)                                                                                                                                    
|21.1    | List of Subsidiaries.(19)                                                                                                                             
|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.

Notes:

|(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 our Current Report on Form 8-K
      filed on April 10, 2006.                                  
|(4)  | Filed as an exhibit to our Current Report on Form 8-K
      filed on April 26, 2006.                                  
|(5)  | Filed as an exhibit to our Current Report on Form 8-K
      filed on December 15, 2006.                               
|(6)  | Filed as an exhibit to our Annual Report on Form 10-KSB
      filed on January 30, 2007.                              
|(7)  | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed on September 19, 2007.                         
|(8)  | Filed as an exhibit to our Current Report on Form 8-K
      filed on October 11, 2007.                                
|(9)  | Filed as an exhibit to our Current Report on Form 8-K
      filed on October 23, 2007.                                
|(10) | Filed as an exhibit to our Current Report on Form 8-K
      filed on January 25, 2008.                                
|(11) | Filed as an exhibit to our Current Report on Form 8-K
      filed on March 13, 2008.                                  
|(12) | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed on March 21, 2008.                             
|(13) | Filed as an exhibit to our Current Report on Form 8-K
      filed on April 8, 2008.                                   
|(14) | Filed as an exhibit to our Current Report on Form 8-K
      filed on October 7, 2008.                                 
|(15) | Filed as an exhibit to our Current Report on Form 8-K
      filed on October 22, 2008.                                
|(16) | Filed as an exhibit to our Current Report on Form 8-K
      filed on December 2, 2008.                                
|(17) | Filed as an exhibit to our Current Report on Form 8-K
      filed on December 29, 2008.                               
|(18) | Filed as an exhibit to our Current Report on Form 8-K
      filed on January 27, 2009.                                
|(19) | Filed as an exhibit to our Annual Report on Form 10-K
      filed on February 13, 2009.                               

14

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SIGNATURES

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

|      |                     |     | BLACKSTONE LAKE MINERALS
      INC.                    
|----- | ------------------- | --- | -------------------------------------------------------
|      |                     |     |                                                        
|      |                     |     |                                                        
|Date: | June
      18, 2009 | By: | /s/ John Boschert                                      
|      |                     |     |                                                        
|      |                     |     | JOHN BOSCHERT                                          
|      |                     |     | Chief Executive Officer, Chief
      Financial Officer,
|      |                     |     | President, Secretary &
      Treasurer                 
|      |                     |     | (Principal Executive Officer                           
|      |                     |     | and Principal Accounting Officer)                      

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