---

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 July 31, 2008

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

For the transition period from ________ to ________

COMMISSION FILE NUMBER000-51261

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

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

(360) 927-7354(Registrant's telephone
number, including area code)

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

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

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

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

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

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As
of September 16, 2008, 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 nine months ended July 31, 2008 are
not necessarily indicative of the results that can be expected for the year
ending October 31, 2008.

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

2

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BLACKSTONE LAKE MINERALS INC.

(formerly Skyflyer Inc.)

(An Exploration Stage Company)





FINANCIAL STATEMENTS

(Expressed in U.S. Dollars)

July 31, 2008 
  (Unaudited)

---

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

|                                                                                |   | July 31,    |   |   | October 31, |  
|------------------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                                |   | 2008        |   |   | 2007        |  
|                                                                                |   | (unaudited) |   |   | (audited)   |  
|                                                                                |   |             |   |   |             |  
|ASSETS                                                                          |   |             |   |   |             |  
|                                                                                |   |             |   |   |             |  
|Current Assets                                                                  |   |             |   |   |             |  
|Cash and cash equivalents                                                       | $ | 121         |   | $ | 35,126      |  
|Other receivables                                                               |   | -           |   |   | 438         |  
|Prepaid expenses                                                                |   | -           |   |   | 15,685      |  
|Deferred tax asset, less valuation
      allowance of $73,194 (2007 -$430,444)) |   | -           |   |   | -           |  
|Total Current Assets                                                            |   | 121         |   |   | 51,249      |  
|                                                                                |   |             |   |   |             |  
|Mineral property (Note 4)                                                       |   | 200,000     |   |   | 200,000     |  
|Equipment                                                                       |   | -           |   |   | 378         |  
|                                                                                |   |             |   |   |             |  
|Total Assets                                                                    | $ | 200,121     |   | $ | 251,627     |  
|                                                                                |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS
      DEFICIT                                     |   |             |   |   |             |  
|                                                                                |   |             |   |   |             |  
|Current Liabilities                                                             |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities                                  | $ | 135,114     |   | $ | 252,174     |  
|Accounts payable and
      accrued liabilities related parties (Note 6)        |   | 37,696      |   |   | 12,322      |  
|Loans Payable current (Note 5)                                                 |   | 568,397     |   |   | 299,742     |  
|Loans Payable current related
      parties                                   |   | -           |   |   | 80,394      |  
|Total Current Liabilities                                                       |   | 741,207     |   |   | 644,632     |  
|                                                                                |   |             |   |   |             |  
|Loans payable                                                                   |   | -           |   |   | 280,898     |  
|                                                                                |   |             |   |   |             |  
|Total
      Liabilities                                                         |   | 741,207     |   |   | 925,530     |  
|                                                                                |   |             |   |   |             |  
|Commitments (Note 8)                                                            |   |             |   |   |             |  
|                                                                                |   |             |   |   |             |  
|Stockholders Deficit                                                           |   |             |   |   |             |  
|Common stock (Note 7)                                                           |   |             |   |   |             |  
|Authorized                                                                      |   |             |   |   |             |  
|975,000,000 common shares, par value $0.001                                     |   |             |   |   |             |  
|Issued and outstanding                                                          |   |             |   |   |             |  
|July 31, 2008 -70,200,000                                                       |   |             |   |   |             |  
|October 31, 2007 -103,200,000                                                   |   | 70,200      |   |   | 103,200     |  
|Additional paid-in
      capital                                                |   | 4,277,775   |   |   | -           |  
|Accumulated other comprehensive loss:                                           |   |             |   |   |             |  
|Foreign currency cumulative translation adjustment                              |   | (174,074    | ) |   | (22,174     | )
|Deficit                                                                         |   | (718,605    | ) |   | (718,605    | )
|Deficit accumulated during the
      exploration stage                          |   | (3,996,382  | ) |   | (36,324     | )
|                                                                                |   |             |   |   |             |  
|Total Stockholders Deficit                                                     |   | (541,086    | ) |   | (673,903    | )
|                                                                                |   |             |   |   |             |  
|Total Liabilities and Stockholders Deficit                                     | $ | 200,121     |   | $ | 251,627     |  

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

F-2

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

CumulativeAmountsFrom October 19
      
      
      Nine
      
      
      Nine
      
      
      Three
      
      
      Three(start of the
      
      
      Months
      
      
      Months
      
      
      Months
      
      
      Monthsexploration stage)
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Endedto July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,
      
      
      July 31,2008
      
      
      2008
      
      
      2007
      
      
      2008
      
      
      2007EXPENSESManagement fees
      $
      47,002
      
      $
      43,592
      
      $
      9,000
      
      $
      15,000
      
      $
      3,000Mineral
        exploration costs
      
      13,710
      
      
      199
      
      
      -
      
      
      -
      
      
      -Professional fees
      
      80,648
      
      
      76,469
      
      
      52,204
      
      
      19,734
      
      
      13,825Other
        operating expenses
      
      42,245
      
      
      40,550
      
      
      25,882
      
      
      13,134
      
      
      6,750Foreign currency loss (gain)
      
      1,039
      
      
      681
      
      
      271
      
      
      (976
      )
      
      173LOSS BEFORE OTHER ITEM ANDINCOME TAXES
      
      184,644
      
      
      161,491
      
      
      87,357
      
      
      46,892
      
      
      23,748Interest expense
      
      30,633
      
      
      30,035
      
      
      9,118
      
      
      11,364
      
      
      3,168LOSS BEFORE INCOME
        TAXES
      
      215,277
      
      
      191,526
      
      
      96,475
      
      
      58,256
      
      
      26,916Provision for income taxes
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -LOSS FROM CONTINUING
        OPERATIONS
      
      215,277
      
      
      191,526
      
      
      96,475
      
      
      58,256
      
      
      26,916Discontinued operations (Note 10)
      
      3,781,105
      
      
      3,768,532
      
      
      108,964
      
      
      -
      
      
      41,261NET LOSS
      
      3,996,382
      
      
      3,960,058
      
      
      205,439
      
      
      58,256
      
      
      68,177OTHER COMPREHENSIVE
        LOSSForeign currency translation adjustment
      
      152,180
      
      
      151,900
      
      
      2,735
      
      
      -
      
      
      370COMPREHENSIVE LOSS
      $
      4,148,562
      
      $
      4,111,958
      
      $
      208,174
      
      $
      58,256
      
      $
      68,547BASIC AND DILUTED NET LOSS
        FROM CONTINUINGOPERATIONS PER
        SHARE
      
      
      
      
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )BASIC AND DILUTED NET LOSS
        FROM DISCONTINUEDOPERATIONS PER SHARE
      
      
      
      
      (0.04
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )WEIGHTED AVERAGE NUMBER OFCOMMON SHARES OUTSTANDING
      
      
      
      
      89,831,387
      
      
      103,200,000
      
      
      70,200,000
      
      
      103,200,000


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

F-3

---

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

|                                                                                     |   | Cumulative         |   |   |          |   |   |          |  
|------------------------------------------------------------------------------------ | - | ------------------ | - | - | -------- | - | - | -------- | -
|                                                                                     |   | Amounts            |   |   |          |   |   |          |  
|                                                                                     |   | From October 19    |   |   | Nine     |   |   | Nine     |  
|                                                                                     |   | (start of the      |   |   | Months   |   |   | Months   |  
|                                                                                     |   | exploration stage) |   |   | Ended    |   |   | Ended    |  
|                                                                                     |   | to July 31,        |   |   | July 31, |   |   | July 31, |  
|                                                                                     |   | 2008               |   |   | 2008     |   |   | 2007     |  
|                                                                                     |   |                    |   |   |          |   |   |          |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                 |   |                    |   |   |          |   |   |          |  
|Net loss from continuing operations                                                  | $ | (215,277           | ) | $ | (191,526 | ) | $ | (205,439 | )
|Change in operating assets and liabilities:                                          |   |                    |   |   |          |   |   |          |  
|Decrease in prepaid expenses                                                         |   | -                  |   |   | 2,000    |   |   | -        |  
|Increase in accounts
      payable and accrued liabilities                           |   | 51,506             |   |   | 34,801   |   |   | 65,712   |  
|Increase in accounts payable and
      accrued liabilities related parties          |   | 32,340             |   |   | 34,099   |   |   | 2,588    |  
|Increase in accrued
      interest payable                                           |   | 30,634             |   |   | 30,036   |   |   | 9,118    |  
|Net change in non-cash items of
      discontinued operations                        |   | (90,807            | ) |   | (90,846  | ) |   | 520      |  
|Net cash provided by (used) in
      operating activities of discontinued operations |   | (12,222            | ) |   | (11,769  | ) |   | 88,057   |  
|                                                                                     |   |                    |   |   |          |   |   |          |  
|Net cash used in operating activities                                                |   | (203,826           | ) |   | (193,205 | ) |   | (39,444  | )
|                                                                                     |   |                    |   |   |          |   |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                 |   |                    |   |   |          |   |   |          |  
|Acquisition of mineral property                                                      |   | (200,000           | ) |   | -        |   |   | -        |  
|Net cash used in investing activities
      of discontinued operations               |   |                    |   |   | -        |   |   | (38,827  | )
|                                                                                     |   |                    |   |   |          |   |   |          |  
|Net cash used in investing activities                                                |   | (200,000           | ) |   | -        |   |   | (38,827  | )
|                                                                                     |   |                    |   |   |          |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                 |   |                    |   |   |          |   |   |          |  
|Bank indebtedness                                                                    |   |                    |   |   | -        |   |   | 39,026   |  
|Proceeds from loans
      payable                                                    |   | 80,200             |   |   | 80,200   |   |   | 10,000   |  
|Net cash provided by financing activities of discontinued operations                 |   | 74,379             |   |   | 74,379   |   |   | 15,049   |  
|                                                                                     |   |                    |   |   |          |   |   |          |  
|Net cash provided by financing activities                                            |   | 154,579            |   |   | 154,579  |   |   | 64,075   |  
|                                                                                     |   |                    |   |   |          |   |   |          |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON                                            |   |                    |   |   |          |   |   |          |  
|CASH DURING THE PERIOD                                                               |   | 3,756              |   |   | 3,621    |   |   | 395      |  
|                                                                                     |   |                    |   |   |          |   |   |          |  
|NET DECREASE IN CASH                                                                 |   | (245,491           | ) |   | (35,005  | ) |   | (13,801  | )
|                                                                                     |   |                    |   |   |          |   |   |          |  
|CASH, BEGINNING OF PERIOD                                                            |   | 245,612            |   |   | 35,126   |   |   | 13,801   |  
|                                                                                     |   |                    |   |   |          |   |   |          |  
|CASH, END OF PERIOD                                                                  | $ | 121                |   | $ | 121      |   | $ | -        |  

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

F-4

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

|1. | HISTORY AND ORGANIZATION OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Blackstone Lake Minerals Inc. (formerly Skyflyer Inc.)
      (originally Triton Resources, Inc.) (the Company) was incorporated on
      May 18, 2004, under the laws of the State of Nevada and was in the
      business of exploring mineral properties. Effective April 19, 2006, the
      Company acquired 100% of the issued and outstanding shares of Skyflyer
      Technology GmbH (Skyflyer Technology), a company engaged in the
      development and commercialization of a one or two person, recreation
      flying device. On October 18, 2007, the Company acquired a 100% interest
      in a mineral claim (the Blackstone Lake Property) in Saskatchewan,
      Canada. The Company is focusing its resources on the development and
      exploration of the Blackstone Lake Property and on April 11, 2008, the
      Company sold its interest in Skyflyer Technology. The Company is
      considered to be an exploration stage company, as it is not in the
      production stage nor has it generated revenues from operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Effective April 19, 2006, the Company acquired 100% of
      the issued and outstanding shares of Skyflyer Technology from Inventa
      Holding GmbH (Inventa) in exchange for an aggregate of 33,000,000 shares
      of the Companys common stock. Completion of the acquisition resulted in
      the former sole shareholder of Skyflyer Technology holding the majority of
      the Companys issued and outstanding common stock. As a result, the
      transaction was accounted for as a recapitalization of Skyflyer
      Technology. On April 11, 2008, the Company completed a share exchange
      agreement with Inventa and Skyflyer Technology, whereby the Company sold
      to Inventa all of the issued and outstanding shares of Skyflyer Technology
      in exchange for the surrender of 33,000,000 share of the Companys common
      stock for cancellation. Results of the discontinued Skyflyer Technology
      operations are presented in Note 10.                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The unaudited consolidated financial statements of the
      Company prior to April 19, 2006 are those of Skyflyer Technology. Prior to
      the disposition of Skyflyer Technology on April 11, 2008, the Companys
      date of incorporation was considered to be April 14, 2005, the date of
      inception of Skyflyer Technology. All significant inter-company balances
      were eliminated on consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Effective October 17, 2006, the Company changed its name
      from Triton Resources, Inc. to Skyflyer Inc. Effective January 23, 2008,
      the Company changed its name to Blackstone Lake Minerals Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These unaudited 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 July 31,
      2008 and for all periods presented, have been included. Interim results
      for the period ended July 31, 2008 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.    
|---------------------------------
|(formerly Skyflyer Inc.)         
|(An Exploration Stage Company)   
|NOTES TO THE FINANCIAL STATEMENTS
|(Expressed in U.S. Dollars)      
|July 31, 2008                    
|                                 
|                                 

|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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The preparation of financial statements in conformity
      with generally accepted accounting principles in the United States
      requires management to make estimates and assumptions that affect the
      reported amount of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and the
      reported amount of revenues and expenses during the reporting period.
      Actual results could differ from these estimates.                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The functional currency of the Company is the U.S.
      dollar. The Companys former subsidiary, Skyflyer Technology, 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 income.                                                                                                                                                                                                                                                

F-6

---

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

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

F-7

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | A deferred tax asset or liability is recorded for all
      temporary differences between financial and tax reporting and net
      operating loss carryforwards. Deferred tax expenses (benefit) result from
      the net change during the period of deferred tax assets and
      liabilities.                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Deferred tax assets are reduced by a valuation allowance
      when, in the opinion of management, it is more likely than not that some
      portion or all of the deferred tax assets will not be realized. Deferred
      tax assets and liabilities are adjusted for the effects of changes in tax
      laws and rates on the date of enactment.                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company's financial instruments consist of cash,
      other receivables, accounts payable and accrued liabilities, accounts
      payable and accrued liabilities related parties, loans payable and loans
      payable related parties. Unless otherwise noted, it is management's
      opinion that the Company is not exposed to significant interest, currency
      or credit risks arising from these financial instruments. The fair value
      of these financial instruments approximates their carrying values, unless
      otherwise noted.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective February 1, 2006, the Company accounts for
      stock-based compensation issued to employees in accordance with the
      provisions of SFAS 123R, Share-Based Payment.which superseded
      Accounting Principles Board (APB) Opinion 25, Accounting for Stock
        Issued to Employee.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company accounts for stock-based compensation issued
      to non-employees in accordance with the provisions of SFAS 123, Accounting for Stock-Based Compensation,and the consensus in
      EITF No. 96-18, Accounting for Equity Instruments that are Issued to
      Other Than Employees for Acquiring or in Conjunction with Selling, Goods
      or Services.                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | As of July 31, 2008, there was no stock compensation
      granted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Basic net income (loss) per share is computed by dividing
      the net income (loss) for the period by the weighted average number of
      shares of common stock outstanding during the period. Diluted earnings per
      share takes into consideration shares of common stock outstanding
      (computed under basic earnings per share) and potentially dilutive shares
      of common stock. As of July 31, 2008 and 2007, there were no potentially
      dilutive securities outstanding.                                                            

F-8

---

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

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

F-9

---

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

|3. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In March 2008, the FASB issued SFAS No. 161,
      Disclosures about Derivative Instruments and Hedging Activities.
      SFAS 161 changes the disclosure requirements for derivative instruments
      and hedging activities by requiring enhanced disclosures about how and why
      an entity uses derivative instruments, how derivative instruments and
      related hedged items are accounted for under SFAS 133, and how derivative
      instruments and related hedged items affect an entitys operating results,
      financial position, and cash flows. SFAS 161 is effective for fiscal years
      beginning after November 15, 2008. Earlier adoption is permitted. The
      Company is currently reviewing the provisions of FAS 161 and has not yet
      adopted the statement. However, as the provisions of SFAS 161 are only
      related to disclosure of derivative and hedging activities, the Company
      does not believe the adoption of SFAS 161 will have a material impact on
      its consolidated operating results, financial position, or cash
      flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (q)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Certain amounts reported in the prior periods have been
      reclassified to conform to the current periods
      presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On October 18, 2007, the Company completed the
      acquisition of a mineral property (the Blackstone Lake Property) under
      the terms of a purchase agreement entered into by the Company on October
      3, 2007. The Blackstone Lake Property consists of two mineral claims
      located in Saskatchewan, Canada. The mineral claims are in good standing
      until August 22, 2009.
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Under the terms of the purchase agreement, the Company
      agreed to                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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 $12 (CAD -$12) per hectare each
  year. The minimum cost of compliance is $112,504 (CAD -$115,200) due by August
  22, 2009 and for each year thereafter. The Company may only make a payment in
  the equivalent sum in lieu of exploration work for three consecutive years
  beginning with August 22, 2009.

F-10

---

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

|5. | LOANS PAYABLE - CURRENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the nine months ended July 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 nine and three months ended July
      31, 2008 totaled $1,323 and $963, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the nine months ended July 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 nine and three months ended July
      31, 2008 totaled $912 and $564, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the nine months ended July 31, 2008, several loans
      were granted from a third party company totaling $5,200. The loans bear
      interest at 10% per annum and are due on demand. Interest expense included
      in the statement of operations for the nine and three months ended July
      31, 2008 totaled $63 and $63, 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 are
      due April 30, 2009. 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 nine and three months ended July 31, 2008 totaled $17,368 and
      $5,832, respectively. Interest expense included in the statement of
      operations for the nine and three months ended July 31, 2007 totaled $0
      and $0, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the year ended October 31, 2006, two loans were
      granted from a third party company for $50,000 and $100,000. The loans
      bear interest at 8% per annum, are compounded annually, and were due May
      16, 2008 and June 19, 2008 respectively. On each of the loans due dates,
      the loans were verbally extended with the same terms and are due on
      demand. Interest expense included in the statement of operations for the
      nine and three months ended July 31, 2008 totaled $10,369 and $3,942,
      respectively. Interest expense included in the statement of operations for
      the nine and three months ended July 31, 2007 totaled $9,118 and $3,168,
      respectively.                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | At July 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. Amounts due to and from officers and directors are unsecured,
      non-interest bearing and due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | At July 31, 2008, included in accounts payable and
      accrued liabilities related parties is Euro 10,000 (US $15,581) owed to a
      company owned by a former officer and director of the Company for
      management fees. Amounts due to and from officers and directors are
      unsecured, non-interest bearing and due on demand. Management fees paid to
      a company owned by a director and officer of the Company for the nine and
      three months ended July 31, 2008 and 2007 totaled Euro 10,000 (US $14,953)
      and $0, respectively.                                                                                                                                                                                                                                              

F-11

---

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

|6. | RELATED PARTY TRANSACTIONS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | At July 31, 2008, included in accounts payable and
      accrued liabilities related parties is $1,357 owed to an officer of the
      Company for management fees and reimbursement of expenses. Amounts due to
      and from officers and directors are unsecured, non-interest bearing and
      due on demand.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Management fees paid to a former officer and director of
      the Company for the nine and three months ended July 31, 2008 totaled
      $20,000 and $12,000, respectively. Consulting fees paid to the same former
      officer and director of the Company for the nine and three months ended
      July 31, 2008 totaled $22,000 and $3,000, respectively. The consulting
      fees are included in professional fees on the statement of operations.
      Consulting fees paid to an officer of the Company for the nine and three
      months ended July 31, 2008 totaled $9,000 and $3,000 respectively.
      Consulting fees paid to an officer of the Company for the nine months
      ended July 31, 2007 totaled $9,000 and $3,000 respectively. The consulting
      fees are included in management fees on the statement of
      operations.    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Companys articles of incorporation allow it to issue
      up to 975,000,000 shares of common stock, par value $0.001. Effective
      September 30, 2005, the Company effected a stock split of its common stock
      by issuing thirteen new shares for each old share. Except as otherwise
      stated to the contrary in these financial statements, all references to
      shares and prices per shares have been adjusted to give retroactive effect
      to the stock split.                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On June 14, 2004, the Company issued 39,000,000 shares of
      its common stock at $0.001 per share in a private placement
      transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On July 4, 2004, the Company issued 16,250,000 shares of
      its common stock at $0.01 per share in a private placement
      transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On October 25, 2004, the Company issued 14,950,000 shares
      of its common stock at $0.05 per share in a private placement
      transaction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On April 19, 2006, the Company acquired all the issued
      and outstanding stock of Skyflyer Technology, which was accounted for as a
      recapitalization of the Company (Note 1) in exchange for 33,000,000 shares
      of common stock. The issued number of shares of common stock was that of
      the Company with adjustments made for differences in par value between the
      Company and Skyflyer Technology. On April 11, 2008, the Company completed
      a share exchange agreement with Inventa and Skyflyer Technology, whereby
      the Company sold to Inventa all of the issued and outstanding shares of
      Skyflyer Technology in exchange for the surrender of 33,000,000 share of
      the Companys common stock for cancellation. On April 11, 2008, the
      Company cancelled the 33,000,000 shares of its common
      stock.

F-12

---

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

|8. | COMMITMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | On March 10, 2008, the Company entered into a management
      consulting agreement with a director and officer of the Company with an
      effective date of March 1, 2008, to pay monthly consulting fees of $4,000
      per month and to pay a per diem fee of $500 for each day that he attends
      investor presentations or performs geological services at any mineral
      property owned, operated, explored, worked or managed by the Company. The
      contract expires on February 28, 2010 and may be cancelled by the Company
      with three months notice, in writing. On August 20, 2008, the director and
      officer resigned and terminated the management consulting agreement
      effective August 1, 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|9. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH
      FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                |   | Cumulative         |  |   |          |  |   |          | 
| | -------------- | - | ------------------ |  | - | -------- |  | - | -------- | 
| |                |   | Amounts from       |  |   |          |  |   |          | 
| |                |   | October 19         |  |   | Nine     |  |   | Nine     | 
| |                |   | (start of the      |  |   | Months   |  |   | Months   | 
| |                |   | exploration stage) |  |   | Ended    |  |   | Ended    | 
| |                |   | to July 31,        |  |   | July 31, |  |   | July 31, | 
| |                |   | 2008               |  |   | 2008     |  |   | 2007     | 
| |                |   |                    |  |   |          |  |   |          | 
| | Cash paid for: |   |                    |  |   |          |  |   |          | 
| | Interest       | $ | 240                |  | $ | -        |  | $ | 1,110    | 
| | Income taxes   | $ | -                  |  | $ | -        |  | $ | -        | 
| |                |   |                    |  |   |          |  |   |          | 





Non-cash Transaction


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

F-13

---

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

|10. | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | On April 11, 2008, the Company completed a share exchange
      agreement with Inventa and Skyflyer Technology, whereby the Company sold
      to Inventa all of the issued and outstanding shares of Skyflyer Technology
      in exchange for the surrender of 33,000,000 share of the Companys common
      stock for cancellation. During the three months ended April 30, 2008, the
      Company realized a loss from discontinued operations of $3,842,546, which
      includes the loss on disposal of $3,834,033 from the disposition of
      Skyflyer Technology.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The carrying amount of assets related to the discontinued
      operations included in the October 31, 2007 balance sheet is as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                

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

|11. | SUBSEQUENT EVENT                                                                                                                                                                                                                       
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                        
|    | On August 6, 2008 and September 10, 2008, two loans were
      granted from a third party company for $4,000 and 5,600, respectively. The
      loans bear interest at 10% per annum, compounded annually, and are due on
      demand.

F-14

---

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

Cautionary Statement Regarding Forward-Looking Statements

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

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

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

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

RECENT CORPORATE DEVELOPMENTS

Effective August 20, 2008, Dr. Rudolf Mauer resigned as our
Chief Executive Officer, Chief Financial Officer, President, and as a member of
our Board of Directors. Dr. Mauer indicated that his resignation was a result of
our inability to pay his management fees as set out in his Management

3

---

Consultant Agreement with us dated March 1, 2008. There were no
disagreements between Dr. Mauer and us regarding any matter relating to our
operations, policies or practices. Mr. John Boschert, our Secretary and
Treasurer, was appointed to our Board of Directors and as our Chief Executive
Officer, Chief Financial Officer and President in place of Dr. Mauer.

PLAN OF OPERATION

Depending upon our ability to obtain financing, over the next
twelve months, we hope to proceed with an exploration program on the Blackstone
Lake Property that is expected to involve:

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

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

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

We do not currently have sufficient capital resources to meet
all of the anticipated costs of our plan of operation for the next twelve
months. To date, we have been unable to raise sufficient financing to carry out
our exploration program for the Blackstone Lake Property. We do not have any
financing arrangements in place, and there is a substantial doubt that we will
be able to obtain sufficient financing. As such, there is a substantial doubt
that we will be able to complete our proposed plan of operation within the next
twelve months.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

Third
        Quarter Ended July 31,
      
      
      Percentage
      
      
      Nine Months Ended July 31,
      
      
      PercentageIncrease /
      
      
      
      
      
      
      
      
      Increase /2008
      
      
      2007
      
      
      (Decrease)
      
      
      2008
      
      
      2007
      
      
      (Decrease)Revenue
      $
      -
      
      $
      -
      
      
      n/a
      
      $
      -
      
      $
      -
      
      
      n/aExpenses
      
      (46,892
      )
      
      (23,748
      )
      
      97.5%
      
      
      (161,491
      )
      
      (87,357
      )
      
      84.9%Interest Expense
      
      (11,364
      )
      
      (3,168
      )
      
      258.7%
      
      
      (30,035
      )
      
      (9,118
      )
      
      229.4%Discontinued
      
      -
      
      
      (41,261
      )
      
      (100)%
      
      
      (3,768,532
      )
      
      (108,964
      )
      
      3,358.5%OperationsNet (Loss)
      $
      (58,256
      )
      $
      (68,177
      )
      
      (14.6)%
      
      $
      (3,960,058
      )
      $
      (205,439
      )
      
      1,827.6%


Revenues

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the foreseeable future. Our ability to earn
revenues in the future is dependent upon the discovery of

4

---

commercially exploitable mineral reserves on the Blackstone
Lake Property, of which there is no assurance.

Expenses

Third
        Quarter Ended July 31,
      
      
      Percentage
      
      
      Nine Months Ended July 31,
      
      
      PercentageIncrease /
      
      
      
      
      
      
      
      
      Increase /2008
      
      
      2007
      
      
      (Decrease)
      
      
      2008
      
      
      2007
      
      
      (Decrease)Management
      $
      15,000
      
      $
      3,000
      
      
      400%
      
      $
      43,592
      
      $
      9,000
      
      
      384.3%feesMineral
      
      -
      
      
      -
      
      
      n/a
      
      
      199
      
      
      -
      
      
      n/aexplorationcostsProfessional
      
      19,734
      
      
      13,825
      
      
      42.7%
      
      
      76,469
      
      
      52,204
      
      
      46.5%feesOther
      
      13,134
      
      
      6,750
      
      
      94.6%
      
      
      40,550
      
      
      25,882
      
      
      56.7%operatingexpensesForeign
      
      (976
      )
      
      173
      
      
      (664.2)%
      
      
      681
      
      
      271
      
      
      151.3%currency loss(gain)TOTAL
      $
      46,892
      
      $
      23,748
      
      
      97.5%
      
      $
      161,491
      
      $
      87,357
      
      
      84.9%


Management fees include amounts paid as compensation to our
officers and directors. Management fees increased during the quarter ended July
31, 2008 due to the fact that effective, March 1, 2008, we agreed to pay
management fees of $4,000 per month to Rudolf Mauer, our former executive
officer and director. The monthly management fees payable to Dr. Mauer have
subsequently been terminated as a result of his resignation.

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 exploration plan for the Blackstone Lake Property, of which there is a
substantial doubt, our expenses are anticipated to increase significantly.

Discontinued Operations

Our loss from discontinued operations for the nine months ended
July 31, 2008 consists of: (a) cumulative net gains from the operations of
Skyflyer GmbH from November 1, 2007 to April 11, 2008, the date we disposed of
Skyflyer GmbH, of $65,501; and (b) a loss recognized on the disposal of Skyflyer
GmbH of $3,834,033.

The cumulative net gain from Skyflyer GmbHs operations from
November 1, 2007 to April 11, 2008 of $65,501 includes a gain recognized by
Skyflyer GmbH on a forgiven loan of $87,837.

5

---

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                        |   |   |                           |   |  |                       |   
|------------------------- | - | ---------------------- | - | - | ------------------------- | - |  | --------------------- | --
|                          |   |                        |   |   |                           |   |  | Percentage            |   
|                          |   | At
      July 31, 2008 |   |   | At
      October 31, 2007 |   |  | Increase / (Decrease) |   
|Current Assets            | $ | 121                    |   | $ | 51,249                    |   |  | (99.8                 | )%
|Current Liabilities       |   | (741,207               | ) |   | (644,632                  | ) |  | 15.0%                 |   
|Working Capital (Deficit) | $ | (741,086               | ) | $ | (593,383                  | ) |  | 24.9%                 |   

|Cash Flows                              |   |                                  |   |   |         |  
|--------------------------------------- | - | -------------------------------- | - | - | ------- | -
|                                        |   | Nine
      Months Ended July 31, |  
|                                        |   | 2008                             |   |   | 2007    |  
|Cash Flows used in Operating Activities | $ | (193,205                         | ) | $ | (39,444 | )
|Cash Flows used in Investing Activities |   | -                                |   |   | (38,827 | )
|Cash Flows from Financing Activities    |   | 154,579                          |   |   | 64,075  |  
|Effect of Foreign Currency Translations |   | 3,621                            |   |   | 395     |  
|Net Decrease in Cash During Period      | $ | (35,005                          | ) | $ | (13,801 | )

The increase in our working capital deficit at July 31, 2008
from October 31, 2007 is primarily a result of the fact that our sole source of
financing came in the form of short term loans from third party companies, the
details of which are set out below.

During the nine months ended July 31, 2008, we received loans
from Black Pointe Holdings Inc. (Black Pointe) totaling $28,000. These loans
bear interest at a rate of 10% per annum, compounded annually and are due on
demand. Black Pointe had previously loaned us an aggregate $290,000 during the
year ended October 31, 2007.

We also received the following additional loans during the nine
months ended July 31, 2008:

|(a) | loans totaling $47,000 from a third party company. The
      loans bear interest at a rate of 10% per annum, compounded annually and
      are due on demand.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                              
|(b) | loans totaling $5,200 from a third party company. The
      loans bear interest at a rate of 10% per annum, compounded annually and
      are due on demand. 

Subsequent to our period ended July 31, 2008, we received an
aggregate of $9,600 in loans from a third party company. The loans bear interest
at a rate of 10% per annum, compounded annually and are due on demand.

As at July 31, 2008, we had cash on hand of $121. 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 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.

6

---

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 financial statements for the period ended July 31, 2008.

ITEM
3.              
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM
4T.             CONTROLS
AND PROCEDURES.

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

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

7

---

PART II - OTHER INFORMATION

ITEM
1.              
LEGAL PROCEEDINGS.

None.

ITEM
1A.             RISK
FACTORS.

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

We Require Additional Financing.

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

We currently do not have any financing arrangements in place
and there is 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.

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

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

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

8

---

investment. Mineral exploration is highly speculative endeavor.
It involves many risks and is often non-productive. Even if we are able to find
mineral reserves on our property our production capability is subject to further
risks including:

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

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

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

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

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

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

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

9

---

In order to maintain our rights to the Blackstone Lake Property
in the Province of Saskatchewan, we will be required to spend approximately
$120,000 by August 22, 2009 on exploration activities or by making a
non-refundable cash payment in lieu of exploration activities. As of the date of
this Quarterly Report, we have been unable to raise sufficient financing to
carry out our 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.

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

---

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

|(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.                         

11

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|(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 Annual Report on Form 10-KSB
      filed on February 26, 2008.
|(12) | Filed as an exhibit to our Current Report on Form 8-K
      filed on March 13, 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 Quarterly Report on Form
      10-QSB filed on March 21, 2008.

12

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SIGNATURES

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



|      |                    |  |     | BLACKSTONE LAKE MINERALS INC.                          
|----- | ------------------ |  | --- | -------------------------------------------------------
|      |                    |  |     |                                                        
|      |                    |  |     |                                                        
|Date: | September 19, 2008 |  | By: | /s/
      John Boschert                                
|      |                    |  |     |                                                        
|      |                    |  |     | JOHN BOSCHERT                                          
|      |                    |  |     | Chief Executive Officer, Chief Financial
      Officer,
|      |                    |  |     | President, Secretary & Treasurer                       
|      |                    |  |     | (Principal Executive Officer                           
|      |                    |  |     | and Principal Accounting Officer)                      

---