Filed by sedaredgar.com - Yellowcake Mining Inc.

10-K 1 form10k.htm FORM 10-K Filed by sedaredgar.com - Yellowcake Mining Inc. - Form 10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: July 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________

Commission file number: 000-52293

YELLOWCAKE MINING INC.
(Exact name of registrant as specified in its charter)

Nevada	83-0463005
State or other jurisdiction of incorporation or organization	(I.R.S. Employer Identification No.)

720-999 West Broadway, Vancouver, BC, Canada V5Z 1K5
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code

(604) 685-4048

N/A
(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Title of Each Class	Name of each Exchange on which registered
Nil	N/A

Securities registered pursuant to Section 12(g) of the Act

Common Stock, par value $0.001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)
of the Act. Yes [ ] No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under those Sections.

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Yes [ ] No [X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post
such files). Yes [ ] No [ ]

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference
to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last
business day of the registrant’s most recently completed second fiscal quarter.

39,788,768 shares of common stock at a price of $0.055 per share for an aggregate market value of $2,188,382.24 ¹

¹ The aggregate market value of the voting stock held by non-affiliates is computed by reference to the price of the average
bid and asked price of such common equity, as of the last business day of our most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable
effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of
assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable
date: 55,451,425 shares of common stock are issued and outstanding as of October 28, 2009

DOCUMENTS INCORPORATED BY REFERENCE

Not Applicable

iii

TABLE OF CONTENTS

PART I	1
ITEM 1. BUSINESS	1
ITEM1A RISK FACTORS	5
ITEM 1B. UNRESOLVED STAFF COMMENTS	8
ITEM 2. PROPERTIES	9
ITEM 3. LEGAL PROCEEDINGS	9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	9
PART II	9
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	9
ITEM 6 SELECTED FINANCIAL DATA	11
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	11
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS	21
ITEM 9A(T). CONTROLS AND PROCEDURES	21
ITEM 9B OTHER INFORMATION	23
PART III	24
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	24
Item 11. Executive Compensation	28
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	33
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	34
PART IV	35
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	35
SIGNATURES	37

PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “ITEM 1A RISK FACTORS” beginning on page 5 and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

risks relating to general or market-specific economic or market factors;
risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits;
results of initial feasibility, pre-feasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with our expectations;
mining and development risks, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in production;
the potential for delays in exploration or development activities or the completion of feasibility studies;
risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses;
risks related to commodity price fluctuations;
the uncertainty of profitability based upon our history of losses;
risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration and development projects;
risks related to environmental regulation and liability;
risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
risks related to tax assessments;
political and regulatory risks associated with mining development and exploration; and
other risks and uncertainties related to our prospects, properties and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this annual report, the terms "we", "us", "our", and "Yellowcake" mean Yellowcake Mining Inc., unless the context clearly requires otherwise.

Corporate Overview and Description of our Business

We were incorporated in the State of Nevada on March 23, 2006 under the name “Hoopsoft Development Corp.” Effective January 23, 2007, we changed our name from “Hoopsoft Development Corp.” to “Yellowcake Mining Inc.”

Also on January 23, 2007, we affected a 30 for one forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital increased from 25,000,000 shares of common stock with a par value of $0.001 to 750,000,000 shares of common stock with a par value of $0.001.

We are an Exploration Stage company, as defined by Financial Accounting Standards Board Statement No.7 and Securities and Exchange Commission Industry Guide 7. Our principle business is the acquisition and exploration of mineral property interests in the United States. In the fiscal year ended July 31, 2009, we terminated the agreements related to the Juniper Ridge property and the Uravan-Beck properties as we believe that any potential uranium deposits that might be discovered on the property would not be commercially feasible to develop further at this time because of low market prices for uranium and the potential of discovering enough uranium to recoup our investment in the property is low. In addition, we currently do not have sufficient cash on hand to continue our exploration program on the properties and we do not believe that we would be able to raise the money for exploration on these properties on acceptable terms.

Due to the current uranium prices, the down-turn of the world economy, financing availability and our inability to raise adequate financing, we have put all of our uranium exploration projects on hold. We will continue to monitor the uranium market financing possibilities and commercially feasible mining opportunities.

We are currently looking for exploration opportunities in preciou7s metals. Our board members are experienced in precious metals exploration and they believe that this is the right direction for our company at this time.

Subsequent Event

On September 1, 2009, we signed a letter of intent with AuEx Ventures, Inc. for the option to acquire a 70% interest in 59 unpatented mining claims and 5,040 acres of fee land for silver exploration on the Trinity Silver property in Pershing County, Nevada. Please see the more detailed description of the LOI under ITEM 9B OTHER INFORMATION beginning on page 23.

Termination of Interests

Juniper Ridge

On March 14, 2007, we entered into an option and joint venture agreement with Strathmore Minerals Corp. (“Strathmore”) on the Baggs, Juniper Ridge Project properties located in Wyoming. We were granted sole and exclusive rights to earn-in an 80% interest in the properties. Under the terms of the original agreement, we were required to make cash payments of $500,000 in various stages as follows: $100,000 upon closing of the option agreement (paid) and $100,000 on each of the first (paid), second, third and fourth anniversary. We also issued 9,000,000 shares of common stock to Strathmore upon closing of the agreement (issued). We were required to incur expenditures of $1,600,000 per year for a period of five years for a total commitment of $8,000,000. We will earn 40% of the optioned interest upon spending $4,000,000. We were to earn the remaining 40% of the optioned interest by spending an additional $4,000,000 during the five year term and by paying a royalty of 3% on the optioned portion on all future production.

In April 2008, our company and Strathmore reached an agreement to amend certain terms of the option agreement. Pursuant to the terms of the amended agreement the joint operations were restructured so that they were jointly owned by a Limited Liability Company (“LLC”). We maintained on option to earn up to an 80% interest in the LLC, Juniper Ridge Project. Our requirement to incur expenditures was amended to require $764,518 be spent not later than May 1, 2008 (incurred), a minimum of $300,000 not later than September 1, 2008, a minimum of $500,000 not later than December 31, 2009 and the balance of the $8,000,000 not later than December 31, 2012.

In December 2008, we formally terminated the option agreement with Strathmore and subsequently we have written off the remaining net book value of the mineral rights.

Uravan-Beck

On December 28, 2007 we entered into a master option agreement with American Nuclear Fuels, as well as six lease and option agreements with individual claimholders, to purchase 185 mining claims, approximating 3,700 acres, in the Uravan uranium belt, Montrose County, Colorado, also known as the Uravan-Beck Project, in exchange for total payments of $5,968,750 in cash and the issuance of 2,765,625 shares of our common stock, payable over 5 years as follows:

			Number of
Date		Cash	Shares

October 3, 2007( stand still payment)	$	125,000*	-
December 15, 2007 (stand still extension)		250,000*	-
December 28, 2007		80,357*	65,179*
March 31, 2008		321,429*	260,714*
June 15, 2008		312,407*	156,250*
December 15, 2008		1,035,714	517,857
December 15, 2009		1,000,000	500,000
December 15, 2010		1,000,000	500,000
December 15, 2011		1,000,000	500,000
December 15, 2012		843,750	265,625
Total	$	5,968,657	2,765,625

* As of July 31, 2009, we have made total cash payments of $1,089,193 and issued 482,143 common shares of the Company.

Pursuant to the terms and conditions of the option agreements, we had the exclusive right to access, explore and develop the properties. All future production from the property was subject to a 3.5% royalty based on the contained metal value of ore after deduction of mining, transport and processing costs.

In February 2009, we agreed in principle with the owners of Uravan-Beck to amend the terms and conditions of the original agreement entered into on December 28, 2007. The amended terms were expected to be effective in May 2009.

To April 30, 2009, we had incurred total costs of $1,324,416 (July 31, 2008 - $1,324,416) on the Uravan-Beck properties.

We decided to terminate the agreements related to the Uravan-Beck project because we currently do not have sufficient cash on hand to continue the exploration program and to meet the cash payments requirement on the property. We do not believe that we would be able to raise the money that we would require for exploration on these properties on acceptable terms. We also believes that any potential uranium deposits that might be discovered on the property would not be commercially feasible to develop further at this time because of low market prices for uranium, and the potential of discovering enough uranium to recoup the investment in the property is low.

Our management has used its best effort to re-negotiate the terms and conditions of the option agreements with American Nuclear Fuels but the efforts to restructure were unsuccessful. On May 15, 2009, we formally terminated our master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Uravan-Beck Project. Consequently, the carrying value of the mineral interests has been written off to $nil at July 31, 2009.

Competitive Business Conditions

We are a mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

Intellectual Property

We do not own, either legally or beneficially, any patent or trademark.

Governmental Approval and Effect of Existing or Probable Governmental Regulations on the Business

Our claims in the State of Colorado are comprised of unpatented lode mining claims located on federal land managed by the U.S. Bureau of Land Management and the Colorado Division of Reclamation Mining and Safety. Mining activities on the claims must be carried out in accordance with permits issued by the Colorado Division of Reclamation, Mining and Safety and U.S. Bureau of Land Management.

We are committed to complying with and are, to our knowledge, in compliance with, all governmental and environmental regulations applicable to our company and our properties. We do not currently own or operate any mines and are not required to comply with the requirements of these regulatory authorities. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

Costs and Effect of Compliance with Environmental Law

There are currently no costs and effects of compliance with environmental law.

Research and Development

To date, we have not undertaken any research and development.

Number of Total Employees and Number of Full-time Employees

As of October 28, 2009, we do not have any employees other than our directors, officers and contracted financial consultant, David McAdam. Our directors and officers play an important role in the running of our company. We do not expect any material changes in the number of employees over the next 12 month period. We do and will continue to outsource contract employment as needed.

Subsidiaries

We do not have any subsidiaries.

Resident Agent

Our resident agent is The Nevada Agency and Trust Company. Their address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501, Telephone (775) 322-0626, Fax (775) 322-5623, Resident Agent e-mail: corpserve@natco.org.

Reports to security holders

We file reports and other information with the SEC. This annual report on Form 10-K, historical information about our company and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1580, 100 F Street, N.E., Washington D.C. 20549. Copies of such materials, including copies of any portion of this annual report on Form 10-K, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC’s home page on the Internet (http://www.sec.gov).

ITEM 1A RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report in evaluating our company and its business before purchasing shares of our company's common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to our Business

Our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission (‘SEC”) in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable. We currently hold 4 lode mining claims covering approximately 60 acres which we will continue to maintain in regulatory compliance. Currently we have no rights to explore, develop or mine any other properties.

Uranium prices are highly volatile. If a profitable market does not exist, we may have to cease operations.

Uranium prices have been highly volatile, and are affected by numerous international economic and political factors which Yellowcake has no control. The current spot price of $46.00 at October 12, 2009 per pound is at the same price it was on October 12, 2008, one year previously. Uranium is primarily used for power generation in nuclear power plants, and the number of customers is somewhat limited in comparison to other global commodities. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, increased supplies from both existing and new uranium mines, sales of uranium from existing government stockpiles, and political and economic conditions. Our company’s long-term success is highly dependent upon the price of uranium, as the economic feasibility of any ore body discovered on its properties would in large part be determined by the prevailing market price of uranium. If a profitable market does not exist, we may have to cease operations. At the present time, we have estimated the development of exploration costs exceed our forecast long term Uranium price. We may not recover our investments from the existing properties and investors could lose their entire investment in our company.

The uranium exploration and mining industry is highly competitive.

The uranium industry is highly competitive, and we are required to compete with other corporations that may have greater resources than ours. Such corporations could outbid us for potential projects or produce minerals at lower costs which would have a negative effect on our operations.

The silver exploration and mining industry is highly competitive.

The silver industry is highly competitive, and we are required to compete with other corporations that may have greater resources than ours. Such corporations could outbid us for potential projects or produce minerals at lower costs which would have a negative effect on our operations.

The recent weakening of economic conditions in the U.S. and around the world could have harmful effects on our ability to raise money to fund our planned operations, which could cause us to be unable to recommence conducting exploration programs. If this happens, we would likely go out of business and investors will lose their entire investment.

Selling common shares of our company to fund our operations has become increasingly difficult. We believe that recent decreases in value of the common shares of many companies worldwide has most likely caused or exacerbated this problem. If we are not able to sell enough of our shares to meet our financial needs, we will have to consider borrowing the money we need. A tightening of credit conditions has also been experienced in the economy recently. Because of the recent credit crisis, it is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and in the best interests of our company.

We do not expect that the difficult economic conditions are likely to improve significantly in the near future. Further deterioration of the economy, and even consumer fear that the economy will deteriorate further could intensify the adverse effects of these difficult market conditions.

If we are unable to obtain the amount of money that we need to fund our operations, then we will likely go out of business and investors will lose their entire investment in our company.

Risks Associated with our Company

Because we may never earn revenues from our operations, our business may fail and then investors may lose all of their investment in our company.

We have no history of revenues from operations. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and is in the exploration stage. The success of our company is significantly dependent on the uncertain events of the discovery and exploitation of mineral reserves on our properties or selling the rights to exploit those mineral reserves. If our business plan is not successful and we are not able to operate profitably, then our stock may become worthless and investors may lose all of their investment in our company.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims in the future, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will fail and investors may lose all of their investment in our company.

We have a history of losses and have a deficit, which raises substantial doubt about our ability to continue as a going concern.

We have not generated any revenues since our incorporation and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from inception (March 23, 2006) to July 31, 2009 was $19,994,488. We had cash in the amount of $31,756 as of July 31, 2009 which is not expected to meet our planned cash requirements for the ensuing year. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors’ report on our audited financial statements for the year ended July 31, 2009. Our audited financial statements for the year ended July 31, 2009 don’t include adjustments for this uncertainty. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

Our Controls and Procedures are not effective, which could cause us to make inaccurate or late filings and for public trading of our shares to cease.

Our disclosure controls and procedures are not effective. Without effective disclosure controls and other procedures, the information that is required to be disclosed in our company's reports filed with the SEC may not be recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. If we fail to file our required filings in an accurate and timely manner, the Financial Industry Regulatory Authority (FINRA) may determine that our company no longer meets the listing requirements for the OTC Bulletin Board and remove our company from the OTC Bulletin Board quotations. If this happens, then market makers would no longer be able to enter quotations for our common shares through the OTC Bulletin Board and shareholders would likely be unable to sell their shares in the common stock of our company. This would cause them to lose their entire investment in our company.

Risks Associated with our Common Stock

Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our Shareholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority (FINRA). Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like the American Stock Exchange. Accordingly, our shareholders may have difficulty reselling any of their shares.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a stockholder’s ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules; which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

FINRA’s sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission (see above for a discussion of penny stock rules), FINRA rules require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 2. PROPERTIES

Executive Offices

Our executive and head office is located at 720 - 999 West Broadway, Vancouver, BC, Canada V5Z 1K5. We pay CDN $2,058.35per month for rental of our principal office which consists of 900 square feet. Our landlord is MPS Executive Suites. We have prepaid our rent through February 2010.

Mineral Properties

We currently hold a 100% undivided interest in 4 located lode mining claims covering approximately 60 acres in Montrose County Colorado. These claims are not currently material to our company. We have no current exploration program planned for these claims. Due to the decrease in uranium prices to levels below the cost of anticipated production, we have put the planned exploration program on hold until uranium prices rise to a higher and sustainable level.

ITEM 3. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

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

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market information

Our common stock is quoted on the OTC Bulletin Board under the symbol “YCKM”. The following table shows the quarterly range of high and low bid information for our common stock over the fiscal quarters for the last two fiscal years as quoted on the OTC Bulletin Board. The bid prices represent quotations by dealers without adjustments for retail mark-ups, mark-downs or commissions and may not represent actual transactions. Investors should not rely on historical prices of our common stock as an indication of its future price performance. The last sale price of our common stock on October 28, 2009, was $0.04 per share.

Quarter Ended	Bid High	Bid Low
July 31, 2009	$0.06	$0.04
April 30, 2009	$0.08	$0.04
January 31, 2009	$0.08	$0.03
October 31, 2008	$0.19	$0.03
July 31, 2008	$0.60	$0.09
April 30, 2008	$0.83	$0.35
January 31, 2008	$1.94	$0.56
October 31, 2007	$2.35	$1.25

Transfer Agent

Our transfer agent for our common stock is Rough Stock Transfer Inc. at 5700 West Plan Parkway, Suite 100, Plano, Texas 75096. Telephone (972) 381-2782.

Holders of Common Stock

As of October 28, 2009, there were 116 holders of record of our common stock. As of such date, 55,451,425 shares were issued and outstanding.

Dividends

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Securities authorized for issuance under equity compensation plans.

Equity Compensation Plans

On May 10, 2007, our board of directors approved the 2007 Stock Option Plan (the “2007 Plan”). Under the terms of the 2007 Plan, options to purchase up to 5,000,000 shares of our common stock may be granted to our officers, directors, employees and permitted consultants of our company. The 2007 Plan provides that exercise price be:

	(i)	not less than fair market value per Common Share at the Date of Grant, if the Optionee is an employee;

	(ii)	not be less than 110% of the fair market value per Common Share at the Date of Grant if the Optionee is a greater than 10% stockholder; and

	(iii)	equal to the exercise price for the substituted option of the other corporation, if the Options are being granted in substitution for outstanding options of another corporation.

The following table sets forth certain information concerning all equity compensation plans previously approved by Shareholders and all previous equity compensation plans not previously approved by Shareholders, as of the fiscal year ended July 31, 2009:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted average exercise price of outstanding options, warrants and rights	Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity Compensation Plans approved by security holders	Nil	N/A	N/A
Equity Compensation Plans not approved by security holders	1,600,000	$2.25	3,400,000
Total	1,600,000	$2.25	3,400,000

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On August 20, 2009, we issued 4,037,657 shares of our common stock to three creditors in settlement of the amounts owing by us to our creditors. The amounts owing were approximately $208,800, of which approximately $56,000 was owed to a consultant and $152,500 was owed to two of our directors. The consultant agreed to convert the amount owing to 1,609,086 common shares of the Company. The directors agreed to forgive the amounts of $67,500 and agreed to convert the remaining $85,000 to 2,428,571 common shares of the Company.

The 1,609,086 shares were issued to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

The 2,428,571 shares were issued to two U.S. persons pursuant to Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table is a summary of purchases made by or on behalf of our company or any “affiliated purchaser,” of shares or other units of any class of the our equity securities that is registered by the issuer pursuant to section 12 of the Exchange Act.

Table 1 ISSUER PURCHASES OF EQUITY SECURITIES

	(a)	(b)	(c)	(d)
Period	Total Number of Shares (or Units) Purchased	Average Price Paid per Share (or Unit)	Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
Not Applicable

ITEM 6 SELECTED FINANCIAL DATA

Not applicable.

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report on Form 10-K.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

We are an exploration stage company. We have commenced very limited operations and we currently have no business revenue. Our assets consist of cash and cash equivalents, prepaid expenses and nominal equipment. There can be no assurance that we will generate revenues in the future or that we will be able to operate profitably in the future, if at all. We have incurred net losses in each fiscal year since inception of our operations. Our company has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

We are currently looking for exploration opportunities in precious metals. Our board members are experienced in precious metals exploration and they believe that this is the right direction for our company at this time.

Liquidity and Capital Resources

Our financial condition for the12 months ended July 31, 2009 and July 31, 2008 and the changes between those periods for the respective items are summarized as follows:

Working Capital

		July 31, 2009			July 31, 2008
Current Assets	$	48,020		$	723,497
Current Liabilities		306,587			165,181
Working Capital (deficiency)	$	(258,567	)	$	558,316

The decrease in our working capital was primarily the result of meeting our obligations to pay for our operating expenses during the year ended July 31, 2009.

Cash Flows

		12 months		12 months
		ended		ended
		July 31,		July 31,
		2009		2008
Cash flow used in operating activities	$	(794,002	)	(2,620,167	)
Cash flow used in investing activities		174,305		(1,426,707	)
Cash provided by financing activities		-		-
Net decrease in cash	$	(619,697	)	(4,046,874	)

Cash Used in Operating Activities

During the year ended July 31, 2009 we used net cash in operating activities in the amount of $794,002 compared to $2,620,167 for the year ended July 31, 2008. The cash used in the year is primarily represented by mineral property expenditures, general administrative expenses such as travel and fees paid to our President and consultants, as well as professional fees paid in legal and audit.

Cash Used in Investing Activities

During the year ended July 31, 2009 the net cash provided in investing activities was $174,305 compared to $1,426,707 net cash used for the same period in 2008. We received a reclamation bond refund and did not pay mineral exploration expenses during the year as we have dropped the Juniper Ridge project. For the same period of 2008, we incur and paid a total of $1,296,307 in mineral exploration expenses and advances, and $130,400 in reclamation bond.

Cash Provided by Financing Activities

During the years ended July 31, 2009 and 2008, the net cash provided by financing activities was $Nil.

Cash Requirements

We are an Exploration Stage company, as defined by Financial Accounting Standards Board (“FASB”) Statement No.7 and Securities and Exchange Commission (“SEC”) Industry Guide 7. Our principle business is the acquisition and exploration of mineral property interests in the United States. We presently have 4 immaterial mining claims only. These statements have been prepared on a going concern basis, which implies that our company will continue to meet its obligations and continue its operations for the next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern. As at July 31, 2009, our company has not generated revenues and has accumulated losses of $19,994,488, since inception. The continuation of our company as a going concern is dependent upon the continued financial support from its shareholders, the ability of our company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding our company’s ability to continue as a going concern. To mitigate this risk, management plans to obtain additional equity financing if possible, or to curtail operations, thereby conserving cash resources.

We estimate that our total monthly expenses are approximately $30,000.

Current Status of Exploration Projects

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended July 31, 2009.

Revenues

We are presently in the exploration stage of our business, have not earned any revenues to date, and do not anticipate earning revenues, if ever, until such time as we discover commercially extractable quantities of uranium and enter into commercial production of our current claims, or any other mineral property we may acquire from time to time, under a joint venture agreement or other arrangement.

Expenses

Our expenses for the 12 months ended July 31, 2009 and 2008 were as follows:

		12 Months Ended July 31
		2009		2008
Consulting fees	$	98,266	$	28,050
General and administrative		126,209		89,816
Impairment of mineral interests		1,324,417		10,357,142
Investor relations and communications		1,129		104,342
Management fees		790,062		1,050,873
Mineral property interests		308,601		1,124,316
Professional fees		212,417		348,142
Total expenses	$	2,861,101	$	13,102,681

Consulting fees and Management fees

Consulting and management fees represent fees paid for services provided by our officers and directors as well as our consultants and the fair values of stock option expenses. The increase in consulting fees the fiscal year ended July 31, 2009 was due to the fact that we hired a financial consultant in August 2008. A decrease in management fee during the year was primarily due to the departure of a director of the Company during the year, therefore the stock options related to this individual were forfeited and cancelled and the related expense was not recorded since the departure date. Management continues to manage these costs with respect to consulting and management fees to insure that we are maximizing its resources.

General and administrative expense

General and administration expense which includes office rent and supplies, office services and travel, increased by 40% in the fiscal year ended July 31, 2009 when compared to prior year due to the Company occupying office space for a full year in the current year.

Impairment of mineral interests expenses

We decided to terminate the agreements related to the Juniper Ridge project and the Uravan-Beck project because we believe that any potential uranium deposits that might be discovered on the properties would not be commercially feasible to develop further at this time because of low market prices for uranium, and the potential of discovering enough uranium to recoup the investment in the properties is low. In addition, we currently do not have sufficient cash on hand to continue the exploration programs and to meet the cash payments requirement on the properties. We do not believe that we would be able to raise the money that we require on acceptable terms.

Our Management has used its best effort to re-negotiate the terms and conditions of the option agreements with American Nuclear Fuels but the efforts to restructure were unsuccessful. Consequently, the carrying value of the mineral interests has been written off to $nil at April 30, 2009. On May 15, 2009, we formally terminated our master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Uravan-Beck Project.

Mineral property interests

During the fiscal year ended July 31, 2009, our expenses associated with mineral property interests decreased by 73% when compared to prior year because we managed our limited financial resources and terminated the agreements with regard to the mineral properties.

Professional fees

Professional fees include legal, accounting and audit expenses associated with keeping the company in good standing with regulatory authorities. In the fiscal year ended July 31, 2009, we incurred 39% less expense for the fiscal year ended July 31, 2008. The decrease in the periods is primarily due to The fact that the Company did not have any acquisition activity during the year and therefore reduced legal costs.

Going Concern

The audited financial statements accompanying this report have been prepared on a going concern basis, which implies that we will continue to realize our assets and discharge our liabilities and commitments in the normal course of business. We have not generated revenues since inception, have never paid any dividends and are unlikely to pay dividends or generate earnings in the immediate or foreseeable future. We have historically incurred losses and have incurred an accumulated deficit of $19,994,488 as of July 31, 2009. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through private placements, public offerings, bank financing and/or advances from related parties or shareholder loans.

The continuation of our company as a going concern is dependent upon the continued financial support from its shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, confirmation of our company’s interests in the underlying properties, and the attainment of profitable operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (i) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (ii) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended July 31, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Recent accounting pronouncements

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” Among other requirements, SFAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 did not have an impact on the Company’s consolidated balance sheets or statements of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s reported financial position or results of operations. .

In December 2007, the FASB issued SFAS 141R “Business Combinations” which will replace FAS 141 and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before the effective date. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

In December 2007, the FASB also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB 51”. SFAS No. 160 will change the accounting and reporting for minority interests, which will be re-characterized as non-controlling interests and classified as a component of equity. SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

In March 2008, the FASB issued SFAS 161 “Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS 133. This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this statement did not have a material effect on the Company’s future reported financial position or results of operations.

In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142-3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The implementation of FSP 142-3 is not expected to have a material impact on the Company’s financial statements.

In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The implementation of APB 14-1 is not expected to have a material impact on the Company’s financial statements.

In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009 and is applied prospectively. The Company has evaluated subsequent events through October 28, 2009 which represents the date on which the financial statements were issued.

In June 2009, the FASB issued SFAS No.168, “The ‘FASB Accounting Standards Codification’ and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change U.S. GAAP. All other accounting literature excluded from the Codification will be considered non-authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company is currently evaluating the effect on its financial statement disclosures as all future references to authoritative accounting literature will be references in accordance with the Codification.

Application of Critical Accounting Policies

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Mineral Property and Exploration Costs

Exploration costs are expensed as incurred. Development costs are expensed until it has been established that a mineral deposit is commercially mineable and a production decision has been made by our company to implement a mining plan and develop a mine, at which point the costs subsequently incurred to develop the mine on the property prior to the start of mining operations are capitalized.

Our company capitalizes the cost of acquiring mineral property interests, including undeveloped mineral property interests, until the viability of the mineral interest is determined. Capitalized acquisition costs are expensed if it is determined that the mineral property has no future economic value. Exploration stage mineral interests represent interests in properties that are believed to potentially contain (i) other mineralized material such as measured, indicated or inferred resources with insufficient drill hole spacing to qualify as proven and probable mineral reserves and (ii) other mine-related or greenfield exploration potential that are not an immediate part of measured or indicated resources. Mineral rights are generally enforceable regardless of whether proven and probable reserves have been established.

Capitalized amounts (including capitalized development costs) are also written down if future cash flows, including potential sales proceeds, related to the mineral property are estimated to be less than the property’s total carrying value. Management of our company reviews the carrying value of each mineral property periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of a property would be recorded to the extent that the total carrying value of the mineral property exceeds its estimated fair value.

At July 31, 2008, we made the decision to write down our investment in the Juniper Ridge property to $1.00 due to management’s projected mid and long term uranium market pricing which we believe will be below the cost of development and extraction on these properties. At December 29, 2008, we terminated our joint venture with Strathmore Minerals, Corp and as such we have written off our investment and receivable/prepayment with respect to the Juniper Ridge property and we wrote off the net book value of $1.00 on the property for the fiscal year ended July 31, 2009. We decided to terminate the agreements related to the Uravan-Beck project because it currently does not have sufficient cash on hand to continue the exploration program and to meet the cash payments requirement on the property. We do not believe that we would be able to raise the money that we require on acceptable terms. We also believe that any potential uranium deposits that might be discovered on the property would not be commercially feasible to develop further at this time because of low market prices for uranium, and the potential of discovering enough uranium to recoup the investment in the property is low. Our management has used its best effort to re-negotiate the terms and conditions of the option agreements with American Nuclear Fuels but the efforts to restructure were unsuccessful. On May 15, 2009, we formally terminated its master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Uravan-Beck Project. Consequently, the carrying value of the mineral interests has been written off to $nil at July 31, 2009.

Asset Retirement Obligations

In accordance with Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. Our company will record an asset retirement obligation to reflect its legal obligations related to future abandonment of its mineral interests using estimated expected cash flow associated with the obligation and discounting the amount using a credit-adjusted, risk-free interest rate. At least annually, our company will reassess the obligation to determine whether a change in any estimated obligation is necessary. Our company will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation has materially changed; our company will accordingly update its assessment. As of July 31, 2009, we had not undertaken major drilling activity on our properties and had not incurred significant reclamation obligations. As such, no asset retirement obligation accrual was made in the July 31, 2009 and July 31, 2008 financial statements.

Stock-based Compensation

Management has made significant assumptions and estimates determining the fair market value of stock-based compensation granted to employees and non-employees. These estimates have an effect on the stock-based compensation expense recognized and the additional paid-in capital and share capital balances on our company’s Balance Sheet. The value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. For non-employees, such amount is revalued on a quarterly basis. To date, substantially all of our stock option grants have been to directors and employees. Increases in our share price will likely result in increased stock option compensation expense. The Black-Scholes option-pricing model requires the input of subjective assumptions, including the expected term of the option award and stock price volatility. The expected term of options granted for the purposes of the Black-Scholes calculation is the term of the award since all grants are to non-employees. Because our company has only recently become a mineral exploration company, the expected volatility is based on comparable junior mineral exploration companies who granted similar term options. These estimates involve inherent uncertainties and the application of management judgment.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or significant equipment during the next 12 months.

Personnel Plan

We do not anticipate any significant changes in the number of employees during the next 12 months.

Off-Balance Sheet Arrangements

There are no 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 that is material to investors.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting firms

Balance Sheets

Statements of Operations

Statements of Stockholders’ Equity (Capital Deficit)

Statements of Cash Flows

Notes to the Financial Statements

YELLOWCAKE MINING INC.
(An Exploration Stage Company)

FINANCIAL STATEMENTS

(Expressed in United States Dollars)

July 31, 2009

	BDO Dunwoody LLP	600 Cathedral Place
	Chartered Accountants	925 West Georgia Street
		Vancouver, BC, Canada V6C 3L2
		Telephone: (604) 688-5421
		Telefax: (604) 688-5132
		E-mail: vancouver@bdo.ca
		www.bdo.ca

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders of
Yellowcake Mining Inc.
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Yellowcake Mining Inc. (An Exploration Stage Company) as of July 31, 2009 and 2008, and the related statements of operations, cash flows and changes in stockholders’ equity(capital deficit) for the years then ended and for the period from inception (March 23, 2006) to July 31, 2009. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits, the financial statements referred to above present fairly, in all material respects, the financial position of Yellowcake Mining Inc. at July 31, 2009 and 2008, and the results of its operations and its cash flows for the years then ended and for the period from inception (March 23, 2006) to July 31, 2009, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company had an accumulated deficit of $19,994,488 at July 31, 2009 and incurred a net loss for the year then ended of $2,856,327. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

(signed) “BDO Dunwoody LLP”

Chartered Accountants

Vancouver, Canada
October 28, 2009

BDO Dunwoody LLP is a Limited Liability Partnership registered in Ontario

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in US dollars)

		July 31, 2009			July 31, 2008

ASSETS

Current
Cash	$	31,756		$	651,453
Receivables		-			65,000
Prepaid expenses		16,264			7,044

Total current assets		48,020			723,497

Exploration advances		-			107,114
Office equipment		809			-
Mineral rights (Note 3)		-			1,324,417
Reclamation bonds (Note 10)		62,400			130,400

Total assets	$	111,229		$	2,285,428

LIABILITIES AND STOCKHOLDERS’ EQUITY (CAPITAL
DEFICIT)

Current Liabilities
Accounts payable and accrued liabilities	$	306,587		$	165,181

Stockholders’ Equity (Capital Deficit)
Common stock, 750,000,000 shares authorized with a par value of
$0.001 (issued: July 31, 2009 and 2008 - 51,413,768)		51,414			51,414
Additional paid-in capital		19,747,716			19,206,994
Deficit accumulated during the exploration stage		(19,994,488	)		(17,138,161	)

Total stockholders’ equity (capital deficit)		(195,358	)		2,120,247

Total liabilities and stockholders’ equity (capital deficit)	$	111,229		$	2,285,428



Nature of operations and ability to continue as a going concern (Note 1)
Commitments (Note 8)
Subsequent Events (Note 11)

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

F-1

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in US dollars)

		Year Ended			Year Ended			Inception
		July 31,			July 31,			(March 23,
		2009			2008			2006) to July
								31, 2009


Expenses
Consulting fees (Note 4)	$	98,266		$	28,050		$	473,218
General and administrative		126,209			89,816			297,246
Impairment of mineral interests (Note 3)		1,324,417			10,357,142			11,681,559
Investor relations and communication		1,129			104,342			208,877
Management fees (Notes 4 and 5)		790,062			1,050,873			3,912,217
Mineral property expenditures (Note 3)		308,601			1,124,316			2,098,338
Financing costs		-			-			709,200
Professional fees		212,417			348,142			753,712

Loss before undernoted item		(2,861,101	)		(13,102,681	)		(20,134,367	)
Interest income		4,774			95,188			139,879

Net Loss	$	(2,856,327	)	$	(13,007,493	)	$	(19,994,488	)

Basic and diluted loss per share	$	(0.06	)	$	(0.25	)

Weighted average number of shares
outstanding		51,413,768			51,052,283

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

F-2

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in US dollars)

								Inception
		Year ended			Year ended			(March 23,
		July 31, 2009			July 31, 2008			2006) to
								July 31,
								2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2,856,327	)	$	(13,007,493	)	$	(19,994,488	)
Items not affecting cash:
Stock-based compensation		540,722			787,828			3,699,269
Write off of mineral interests		1,324,417			10,357,142			11,681,559
Changes in assets and liabilities:
Receivables		65,000			(62,511	)		-
Prepaid expenses		(9,220	)		63,126			(16,264	)
Due to Strathmore Minerals Corp.		-			(90,421	)		-
Accounts payable and accrued liabilities		141,406			(667,838	)		306,587
Net cash used in operating activities		(794,002	)		(2,620,167	)		(4,323,337	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of capital stock		-			-			5,707,495
Net cash provided by financing activities		-			-			5,707,495

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of office equipment		(809	)		-			(809	)
Exploration advances		107,114			(107,114	)		-
Reclamation bond		68,000			(130,400	)		(62,400	)
Acquisition of mineral rights		-			(1,189,193	)		(1,289,193	)
Net cash provided by (used in) investing		174,305			(1,426,707	)		(1,352,402	)
activities

Change in cash, during the period		(619,697	)		(4,046,874	)		31,756
Cash, beginning of period		651,453			4,698,327			-

Cash, end of period	$	31,756		$	651,453		$	31,756

Cash paid for interest during the period	$	-		$	-

Cash paid for income taxes during the period	$	-		$	-

Supplemental Disclosure with respect to Cash Flows (Note 8)

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

F-3

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (CAPITAL DEFICIT)
For the Period from March 23, 2006 (Date of Inception) to July 31, 2009
(Expressed in US dollars)

	Number of common shares			Par Value			Additional Paid-in Capital			Deficit Accumulated during the Exploration Stage			Total Stockholders’ Equity (Capital Deficit)

Balance, March 23, 2006
(date of inception)	-		$	-		$	-		$	-		$	-
Shares issued:
Initial capitalization	60,000,000			60,000			(58,000	)		-			2,000
Private placement	31,800,000			31,800			21,200			-			53,000
Net loss for the period	-			-			-			(9,134	)		(9,134	)

Balance, July 31, 2006	91,800,000			91,800			(36,800	)		(9,134	)		45,866
Shares issued:
Private placements	6,131,625			6,132			5,903,868			-			5,910,000
Acquisition of mineral rights	9,000,000			9,000			10,148,143			-			10,157,143
Shares returned to treasury	(56,000,000	)		(56,000	)		56,000			-			-
Share issue costs	-			-			(257,505	)		-			(257,505	)
Stock-based compensation	-			-			2,370,719			-			2,370,719
Net loss for the year	-			-			-			(4,121,534	)		(4,121,534	)

Balance, July 31, 2007	50,931,625			50,932			18,184,425			(4,130,668	)		14,104,689
Shares issued:
Acquisition of mineral rights	482,143			482			234,741			-			235,223
Stock-based compensation	-			-			787,828			-			787,828
Net loss for the year	-			-			-			(13,007,493	)		(13,007,493	)

Balance, July 31, 2008	51,413,768			51,414			19,206,994			(17,138,161	)		2,120,247
Stock-based compensation (Note 4)	-			-			540,722			-			540,722
Net loss for the year	-			-			-			(2,856,327	)		(2,856,327	)
Balance, July 31, 2009	51,413,768		$	51,414		$	19,747,716		$	(19,994,488	)	$	(195,358	)

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

F-4

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

1.	NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

	The Company was incorporated in the State of Nevada on March 23, 2006 under the name Hoopsoft Development Corp. The Company entered into an agreement and plan of merger (the “Merger Agreement”) dated January 9, 2007 with Yellowcake Mining Inc., a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole purpose of effecting the merger. Pursuant to the terms of the Merger Agreement, Yellowcake Mining Inc. merged with and into Hoopsoft Development Corp., with Hoopsoft Development Corp. carrying on as the surviving corporation under the name “Yellowcake Mining Inc.” The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”.

	Initial operations included capital formation, organization, target market identification and marketing plans. Management was planning to develop downloadable videos and a website for educational and instructional use by young teens. In January, 2007 the Company changed its primary business to that of mineral exploration in Wyoming and Texas, USA (Note 3). Currently, the Company has no agreements to explore, develop or mine any properties.

	These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenues and has accumulated losses of $19,994,488 since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to achieve its operating objectives, confirmation of the Company’s interests in the underlying properties and the attainment of profitable operations. Management cannot provide assurances that such plans will occur. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Basis of Presentation

	These financial statements are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars.

	Use of Estimates

	The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuations, asset impairment, stock based compensation and loss contingencies. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

	Basic and Diluted Loss Per Share

	The Company computes its net loss per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. For the year ended July 31, 2009, potentially dilutive common shares relating to options and warrants outstanding totalling 1,600,000 (2008 – 5,055,000) were not included in the computation of loss per share because the effect was anti-dilutive.

	Mineral Rights and Mineral Property Interests

	Mineral rights includes the cost of advance minimum royalty payments, the cost of capitalized property leases, and the cost of property acquired either by cash payment, the issuance of term debt or common shares. Expenditures for exploration on specific properties with no proven reserves are written off as incurred. Mineral rights will be amortized against future revenues or charged to operations at the time the related property is determined to have impairment in value.

	The Company also considers the provisions of EITF 04-02 “Whether Mineral Rights are Tangible or Intangible Assets” which concluded that mineral rights are tangible assets.

	Asset retirement obligations

	The Company records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets in accordance with Statements of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. At July 31, 2009 and 2008, the Company has not accrued any asset retirement obligations.

	Impairment of long-lived assets

	Long-lived assets are continually reviewed 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 to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended July 31, 2009, the Company recognized an impairment of $1,324,417 in respect of one of its mineral properties (2008 - $10,357,142).

	Foreign Currency Translation

	The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

	Income Taxes

	The Company follows the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If it is determined that the realization of the future tax benefit is not more likely than not, the Company establishes a valuation allowance.

F-6

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

	Income Taxes - continued

	On August 1, 2007, the Company adopted FIN 48, regarding accounting for uncertainty in tax positions. The Company remains subject to examination of income tax filings in the United States and various state jurisdictions for periods since its inception in 2006. The Company has also determined that it is subject to examination in Canada for all prior periods due to the Company’s continued loss position in such jurisdictions. Material tax positions were examined under the more-likely-than-not guidance provided by FIN 48. If interest and penalties were to be assessed, the Company would charge interest to interest expense, and penalties to general and administrative expense.

	As a result of the FIN 48 assessment, the Company concluded that it has not taken any uncertain tax positions on any of its open tax returns that would materially distort the Company’s financial statements. There was no material cumulative effect of adopting FIN 48 on the Company’s financial statements as of August 1, 2007.

	Stock-based Compensation

	The Company records stock-based compensation in accordance with SFAS No. 123R “Accounting for Stock- based Compensation” (“SFAS 123R”), and applied the recommendations of this standard using the modified prospective method. Under this application, the Company is required to record compensation expense, based on the fair value of the awards, for all awards granted after the date of the adoption and for the unvested portion of previously granted awards that remain outstanding as at the date of adoption. Prior to the adoption of SAFS 123R, the Company did not issue any compensation awards.

	Recent Accounting Pronouncements

	In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s reported financial position or results of operations.

	In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The adoption of this statement did not have a material effect on the Company’s reported financial position or results of operations.

	In December 2007, the FASB issued SFAS 141R “Business Combinations” which will replace FAS 141 and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before the effective date. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

F-7

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

	Recent Accounting Pronouncements - Continued

	In December 2007, the FASB also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB 51”. SFAS No. 160 will change the accounting and reporting for minority interests, which will be re-characterized as non-controlling interests and classified as a component of equity. SFAS No. 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

	In March 2008, the FASB issued SFAS 161 “Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS 133. This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this statement did not have a material effect on the Company’s future reported financial position or results of operations.

	In April 2008, the FASB issued FSP No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”). FSP 142-3 amends the factors an entity should consider in developing renewal or extension assumptions used in determining the useful life of recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets”. This new guidance applies prospectively to intangible assets that are acquired individually or with a group of other assets in business combinations and asset acquisitions. FSP 142- 3 is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008. Early adoption is prohibited. The implementation of FSP 142-3 is not expected to have a material impact on the Company’s financial statements.

	In May 2008, FASB issued FASB Staff Position (“FSP”) APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 clarifies that convertible debt instruments that may be settled in cash upon either mandatory or optional conversion (including partial cash settlement) are not addressed by paragraph 12 of APB Opinion No. 14, “Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants.” Additionally, FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The implementation of APB 14-1 is not expected to have a material impact on the Company’s financial statements.

F-8

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

	Recent Accounting Pronouncements – Continued

	In May 2009, the FASB issued SFAS No. 165 “Subsequent Events” (“SFAS 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 sets forth (1) The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (2) The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (3) The disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009 and is applied prospectively. The Company has evaluated subsequent events through October 28, 2009 which represents the date on which the financial statements were issued.

	In June 2009, the FASB issued SFAS No.168, “The ‘FASB Accounting Standards Codification’ and the Hierarchy of Generally Accepted Accounting Principles” (“SFAS 168”). SFAS 168 establishes the “FASB Accounting Standards Codification” (“Codification”), which officially launched July 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. Generally, the Codification is not expected to change U.S. GAAP. All other accounting literature excluded from the Codification will be considered non- authoritative. SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company is currently evaluating the effect on its financial statement disclosures as all future references to authoritative accounting literature will be references in accordance with the Codification.

3.	MINERAL RIGHTS

	Juniper Ridge

	On March 14, 2007, the Company entered into an option and joint venture agreement with Strathmore Minerals Corp. (“Strathmore”) on the Baggs, Juniper Ridge Project properties located in Wyoming. The Company was granted sole and exclusive rights to earn-in an 80% interest in the properties. Under the terms of the original agreement, the Company was required to make cash payments of $500,000 in various stages as follows: $100,000 upon closing of the option agreement (paid) and $100,000 on each of the first (paid), second, third and fourth anniversary. The Company also issued 9,000,000 shares of common stock to Strathmore upon closing of the agreement (issued). The Company also was required to incur expenditures of $1,600,000 per year for a period of 5 years for a total commitment of $8,000,000. The Company will earn 40% of the optioned interest upon spending $4,000,000. The Company was to earn the remaining 40% of the optioned interest by spending an additional $4,000,000 during the 5-year term and by paying a royalty of 3% on the optioned portion on all future production.

	In April 2008, the Company and Strathmore reached an agreement to amend certain terms of the option agreement. Pursuant to the terms of the amended agreement the joint operations were restructured so that they were jointly owned by a Limited Liability Company (“LLC”). The Company maintained on option to earn up to an 80% interest in the LLC, Juniper Ridge Project. The Company’s requirement to incur expenditures was amended to require $764,518 be spent not later than May 1, 2008 (incurred), a minimum of $300,000 not later than September 1, 2008, a minimum of $500,000 not later than December 31, 2009 and the balance of the $8,000,000 not later than December 31, 2012.

F-9

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

3.	MINERAL RIGHTS – Continued

	According to management of the Company, the forecast long term uranium price is expected to be lower than the estimated costs for development extraction on the Juniper property and it is not economically feasible to continue with the exploration and drilling work at the present time. As a result, management has written down the mineral interest in Juniper Ridge property to a nominal value, $1, as of the year ended July 31, 2008.

	In December 2008, the Company formally terminated the option agreement with Strathmore and subsequently the Company has written off the remaining net book value of the mineral rights.

	Jeep

	The Company entered into an option and joint venture agreement with Strathmore Resources (US) Ltd., a related party under a common director, to explore, develop and mine the Jeep property located in Gas Hills, Freemont County, Wyoming. Under the agreement, the Company has sole and exclusive rights from Strathmore Resources (US) Ltd. to earn-in a 60% interest in the Jeep property in consideration of the Company’s incurring a total of $10,000,000 in expenditures on the Jeep property. The first expenditures in the amount of $250,000 must be met on or before September 29, 2008, with additional expenditures of: $1,250,000 to be expended during the twelve months ended September 29, 2009, $1,500,000 to be expended during the twelve months ended September 29, 2010, $2,000,000 to be expended during the twelve months ended September 29, 2011, $2,000,000 to be expended during the twelve months ended September 29, 2012 and $3,000,000 to be expended during the twelve months ended September 29, 2013. The option agreement was terminated on April 21, 2008.

	Sky

	The Company entered into an option and joint venture agreement with Strathmore Resources (US) Ltd., a related party under a common director, to explore, develop and mine the Sky property located in West Gas Hills, Freemont County, Wyoming. Under the agreement, the Company has sole and exclusive rights from Strathmore Resources to earn-in a 60% interest in the Sky property in consideration of the Company incurring a total of $7,500,000 in expenditures, over four years, on the Sky property. The first expenditures in the amount of $500,000 must be met on or before September 29, 2008, with additional expenditures of $2,000,000 to be expended during the twelve months ended September 29, 2009, $2,000,000 to be expended during the twelve months ended September 29, 2010 and $3,000,000 to be expended during the twelve months ended September 29, 2011. The option agreement was terminated on April 21, 2008.

	Beck

	On December 28, 2007 the Company entered into a master option agreement with American Nuclear Fuels, as well as six lease and option agreements with individual claimholders, to purchase 185 mining claims, approximating 3,700 acres, in the Uravan uranium belt, Montrose County, Colorado, also known as the Beck Project, in exchange for total payments of $5,968,750 in cash and the issuance of 2,765,625 shares of our common stock, payable over 5 years as follows:

Date		Cash	Number of Shares

October 3, 2007( stand still payment)	$	125,000*	-
December 15, 2007 (stand still extension)		250,000*	-
December 28, 2007		80,357*	65,179*
March 31, 2008		321,429*	260,714*
June 15, 2008		312,407*	156,250*
December 15, 2008		1,035,714	517,857
December 15, 2009		1,000,000	500,000
December 15, 2010		1,000,000	500,000
December 15, 2011		1,000,000	500,000
December 15, 2012		843,750	265,625
Total	$	5,968,657	2,765,625

F-10

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

3.	MINERAL RIGHTS – Continued

	Beck – Continued

	*As of July 31, 2009, the Company had made total cash payments of $1,089,193 and issued 482,143 common shares of the Company.

	Pursuant to the terms and conditions of the option agreements, Yellowcake had the exclusive right to access, explore and develop the properties. All future production from the property was subject to a 3.5% royalty based on the contained metal value of ore after deduction of mining, transport and processing costs.

	The Company decided to terminate the agreements related to the Beck project because it currently does not have sufficient cash on hand to continue the exploration program and to meet the cash payments requirement on the property. The Company does not believe that it would be able to raise the money that it requires on acceptable terms. The Company also believes that any potential uranium deposits that might be discovered on the property would not be commercially feasible to develop further at this time because of low market prices for uranium, and the potential of discovering enough uranium to recoup the investment in the property is low. Management of the Company has used its best effort to re-negotiate the terms and conditions of the option agreements with American Nuclear Fuels but the efforts to restructure were unsuccessful. On May 15, 2009, the Company formally terminated its master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Beck Project. Consequently, the carrying value of the mineral interests has been written off to $nil as at July 31, 2009.

	Mineral rights are summarized as follows:

		July 31, 2009			July 31, 2008


Juniper Ridge:
Opening balance	$	1		$	10,257,143
Option payment		-			100,000
		1			10,357,143
Write down of mineral rights		(1	)		(10,357,142	)
Closing balance	$	-		$	1

Beck:
Opening balance	$	1,324,416		$	-
Option payments		-			1,089,193
Issuance of 482,143 common shares		-			235,223
Write down of mineral rights		(1,324,416	)		-
Closing balance	$	-		$	1,324,416

Total	$	-		$	1,324,417

F-11

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

3.	MINERAL RIGHTS - Continued

	Mineral properties expenditures are summarized as follows:

							Inception (March
		Year Ended			Year Ended		23, 2006 ) to July
		July 31, 2009			July 31, 2008		31, 2009


Juniper Ridge
Claim maintenance	$	95,471		$	34,798	$	154,062
Camp and field supplies		-			5,776		12,309
Drilling		(2,540	)		70,892		124,309
Geological and geophysical		14,183			248,835		421,936
Travel and accommodation		-			7,839		11,825
		107,114			368,140		724,441

Sky:
Claim maintenance		-			6,611		6,611
Assaying, testing and analysis		-			12,051		13,063
Camp and field supplies		-			4,470		19,459
Drilling		-			128,452		319,594
Geological and geophysical		-			49,754		136,258
Travel and accommodation		-			1,029		5,015
		-			202,367		500,000

Jeep:
Claim maintenance		-			21,979		32,077
Assaying, testing and analysis		-			951		951
Camp and field supplies		-			2,229		7,052
Drilling		-			57,946		88,344
Geological and geophysical		-			15,428		33,734
Travel and accommodation		-			1,130		5,116
		-			99,663		167,274

Beck
Claim maintenance		22,126			86,807		108,933
Assaying, testing and analysis		1,061			6,111		7,172
Camp and field supplies		2,126			630		2,756
Drilling		63,666			45,852		109,518
Geological and geophysical		97,472			165,493		262,965
Permits		566			64,305		64,871
Travel and accommodation		14,470			22,058		36,528
		201,487			391,256		592,743

Texas Database:
Geological and geophysical		-			62,890		113,880

	$	308,601		$	1,124,316	$	2,098,338

F-12

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

4.	COMMON STOCK

	On January 23, 2007, the Company effected a 30:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 25,000,000 shares of common stock with a par value of $0.001 per share to 750,000,000 shares of common stock with a par value of $0.001 per share. All share amounts have been retroactively adjusted for all periods presented.

	Share issuances

	On March 23, 2006 (inception), the Company issued 60,000,000 shares of its common stock to its Directors for cash of $2,000.

	On July 25, 2006, the Company closed a private placement for 31,800,000 common shares for an aggregate price of $53,000.

	On February 20, 2007, the Company completed a private placement consisting of 4,140,000 units at a price of $1.00 per unit for gross proceeds of $4,140,000. Each unit consisted of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one share at an exercise price of $1.50 per share for a period of two years.

	On February 28, 2007, the Company completed a private placement consisting of 1,770,000 units at a price of $1.00 per unit for gross proceeds of $1,770,000. Each unit consisted of one common share and one-half of one common share purchase warrant, with each whole warrant entitling the holder to purchase one share at an exercise price of $1.50 per share for a period of two years.

	The Company paid $221,575 and issued 221,625 shares as finders’ fees in connection with the private placements of February 20 and 28, 2007. Additional issuance costs totalled $35,930 in connection with these private placements. The shares issued as finders’ fees had a fair value of $94,731.

	On March 14, 2007, the Company issued 9,000,000 common shares at a value of $10,157,143 to acquire an option to earn an 80% interest in a mineral property (Note 3), based on the average closing price around the date the letter of intent was signed and the transaction was announced.

	On March 14, 2007, the Company redeemed and cancelled 56,000,000 common shares from a director for no consideration. The shares were ascribed a value of $56,000 based on the initial issuance.

	On February 21, 2008, the Company issued 65,179 common shares, with a fair value of $0.65 per share, pursuant to a mineral property master option agreement (Note 3). The fair value was based on the quoted market price on the date of issuance.

	On April 8, 2008, the Company issued 260,714 common shares, with a fair value of $0.50 per share, pursuant to a mineral property master option agreement (Note 3). The fair value was based on the quoted market price on the date of issuance.

	On July 7, 2008, the Company issued 156,250 common shares, with a fair value of $0.40 per share, pursuant to a mineral property master option agreement (Note 3). The fair value was based on the quoted market price on the date of issuance.

F-13

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

4.	COMMON STOCK (continued) Share purchase warrants

	Share purchase warrant transactions are summarized as follows:

				Weighted
				Average
	Number of Share			Exercise Price


Balance at July 31, 2008 and 2007	2,955,000		$	1.50
Expired	(2,955,000	)		1.50
Balance July 31, 2009	-		$	-

Stock options

In May 2007, the Company adopted a stock option plan (the "Plan") to grant options to directors, officers, employees and consultants. Under the Plan the Company may grant options to acquire up to 5,000,000 common shares of the Company. Options granted can have a term up to ten years and an exercise price typically not less than the Company's closing stock price at the date of grant. Options vest as specified by the Board of Directors. Options granted to date vest 25% upon the grant date, and 25% at the end of each succeeding year for three years after grant.

The Company adopted SFAS No.123R commencing on August 1, 2006. Effective with the adoption of SFAS No.123R, the Company has elected to use the Black-Scholes option pricing model to determine the fair value of stock options granted. Compensation expense for stock options granted to employees and non-employees is amortized over the contract services period or, if none exists, from the date of grant until the options vest. Compensation associated with unvested options granted to non-employees is re-measured on each balance sheet date using the Black-Scholes option pricing model.

The Company uses historical data to estimate option exercise, forfeiture and employee termination within the valuation model. For non-employees, the expected term of the options approximates the full term of the options. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the stock options. The Company has not paid and does not anticipate paying dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. In addition, SFAS No. 123R requires companies to utilize an estimated forfeiture rate when calculating the expense for the reporting period.

Stock option transactions are summarized as follows:

				Weighted
	Number of			Average
	Options			Exercise Price


Balance at July 31, 2007	2,600,000		$	2.71
Granted	1,000,000			1.20
Cancelled/forfeited	(1,500,000	)		2.70
Balance at July 31, 2008	2,100,000			2.00
Cancelled/forfeited	(500,000	)		1.20
Balance at July 31, 2009	1,600,000		$	2.25

F-14

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

4.	COMMON STOCK (Continued) Stock Options (continued)

	At July 31, 2009, the following stock options were outstanding and exercisable:

Number of				Aggregate		Number of		Aggregate
Options		Exercise		Intrinsic		Options		Intrinsic
Outstanding		Price		Value	Expiry Date	Exercisable		Value


1,000,000	$	2.70	$	-	March 16, 2012	750,000	$	-
100,000	$	3.05	$	-	April 13, 2012	75,000	$	-
500,000	$	1.20	$	-	December 3, 2012	250,000	$	-
1,600,000			$	-		1,075,000	$	-

The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of $0.04 per share as of July 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of July 31, 2009 and 2008 was $Nil. As of July 31, 2009, 1,075,000 (2008 – 800,000) outstanding options were vested and exercisable and the weighted average exercise price was $2.38 (2008 - $2.25) . The total intrinsic value of options exercised during the years ended July 31, 2009 and 2008 was $Nil.

The following table summarizes information regarding the non-vested stock purchase options outstanding as of July 31, 2009.

				Weighted
				Average
				Grant-Date
	Number of Options			Fair Value
Non-vested options at July 31, 2007	1,950,000		$	2.26
Granted	1,000,000		$	0.57
Vested	(525,000	)	$	1.08
Cancelled/forfeited	(1,125,000	)	$	2.19

Non-vested options at July 31, 2008	1,300,000		$	1.51
Vested	(525,000	)	$	1.48
Cancelled/forfeited	(250,000	)	$	0.60

Non-vested options at July 31, 2009	525,000		$	1.48

F-15

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

4.	COMMON STOCK (Continued)

	Stock Options (continued)

	At July 31, 2009, there was unamortized compensation expense of $114,660 relating to the outstanding unvested options. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.69 years.

	Stock-based Compensation

	Total stock based compensation recognized during the year ended July 31, 2009 in respect of options granted in prior periods was $540,722 (2008 - $787,828) which has been recorded in the Statements of Operations with corresponding additional paid-in capital recorded in stockholders’ equity as follows:

								Inception
								(March 23,
		Year Ended			Year Ended			2006) to July
		July 31, 2009			July 31, 2008			31, 2009

Expenses (recovery):
Consulting fees	$	(9,340	)	$	(68,160	)	$	223,137
Management fees		550,062			855,988			3,476,132
Total stock-based compensation expense	$	540,722		$	787,828		$	3,699,269

The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:

		Year Ended
		July 31, 2008

Risk-free interest rate		2.69% - 4.59%
Expected life of options (years)		3.96 -5.00
Expected volatility		119% - 206%
Dividend rate		0%

5.	RELATED PARTY TRANSACTIONS

	The Company paid or accrued management fees of $Nil to a former officer of the Company (2008 - $40,340) and $240,000 to two directors of the Company (2008 - $154,545) during the year ended July 31, 2009. At July 31, 2009, included in accounts payable and accrued liabilities was $152,500 owed to directors for management fees (2008 - $10,000). These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to by the related parties.

F-16

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

6.	FINANCIAL INSTRUMENTS

	The Company's financial instruments consist of cash and cash equivalents, accounts receivable, short-term loan, accounts payable and accrued liabilities. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. The Company is exposed to currency risk by incurring certain expenditures in currencies other than the Canadian dollar. The Company does not use derivative instruments to reduce this currency risk.

7.	SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

	For the year ended July 31, 2009, the Company did not have non-cash transactions in investing and financing activities.

	For the year ended July 31, 2008, the Company issued a total of 482,143 common shares at a value of $253,223 pursuant to a mineral property master option agreement (Note 3).

8.	COMMITMENTS

	The Company entered into an office lease agreement for a one year term that commenced on February 15, 2009 at rent of $2,058 per month in Canadian Dollars (Approximately $1,900).

9.	RECLAMATION BONDS

	On May 7, 2009 the Company remitted $62,400 to the State of Colorado Department of Mined Land Reclamation and Safety, in order to replace $130,400 of existing reclamation bonds received by the Company. The Company confirmed with the State that the approved remediation process had been completed on some of the Company’s site exploration activities. The process will result in the Company receiving $130,400 from the State and will hold $62,400 in reclamation bonds over existing properties in Colorado. The Company will apply for the return of these funds once the State has inspected the properties to insure that the Company has completed all of the required remediation on site exploration. The Company expects to make application early in 2010.

F-17

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

10.	INCOME TAXES

	The significant components of the Company's future income tax assets are as follows:

		July 31, 2009			July 31, 2008


Deferred income tax assets:
Non-capital loss carry forwards	$	614,200		$	382,000
Resource expenditures		4,685,000			4,130,000
Valuation allowance		(5,299,200	)		(4,512,000	)

Net deferred income tax assets	$	-		$	-

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

		Year Ended			Year Ended
		July 31, 2009			July 31, 2008


Loss for the year	$	(2,856,000	)	$	(13,007,000	)
Statutory rate		34.0%			34.0%
Expected tax recovery		(971,000	)		(4,423,000	)
Permanent difference		183,800			268,000
Increase in valuation allowance		787,200			4,155,000

Income taxes expense	$	-		$	-

The Company evaluates its valuation allowance requirements based on projected future operations. When circumstances change and this causes a change in management’s judgment about the recoverability of future tax assets, the impact of the change on the valuation allowance is reflected in current income. As management of the Company does not currently believe that it is more likely than not that the Company will receive the benefit of this asset, a valuation allowance equal to the future tax asset has been established at both July 31, 2009 and July 31, 2008.

The Company has available for deduction against future taxable income non-capital losses of approximately $1,806,000 in the United States. These losses, if not utilized, will expire through 2029.

The Company is in arrears on filing its statutory income tax returns. The Company expects to have net operating loss carry forwards to offset taxable income. Future income tax assets as of July 31, 2009 and 2008 consist primarily of the tax effect of net operating loss carry forwards and resource expenditures. The availability of these amounts is subject to examination in the United States and various state jurisdictions for periods since inception in 2006.

F-18

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 2009 (Expressed in US dollars)

11.	SUBSEQUENT EVENTS

	Subsequent to July 31, 2009 the Company settled payables of approximately $152,500 with its officer and a director of the Company. Pursuant to the arrangements, the individuals forgave approximately $67,500 in payables and agreed to convert the remaining $85,000 to the common shares of the Company. As the payables were due to the officers and directors of the Company, the debt forgiveness will be recorded as an additional paid in capital. In addition, the Company also settled a payable of approximately $56,310 with a consultant of the Company by converting the payable into the common shares of the Company. On August 20, 2009, the Company issued a total of 4,037,657 shares of common stock to settle the amounts owing. The common share was issued at $0.035 per share, the quoted market price of the share at the date of issuance.

	On September 1, 2009, the Company entered into a Letter of Intent, with AuEx Ventures Inc., (“AuEx”), an unrelated party, whereby the Company has agreed to acquire from AuEx the exclusive right and option to enter into an Exploration Earn-In Agreement (“Agreement”) prior to November 1, 2009. Upon signing the Agreement, the Company will pay $250,000 to AuEx. To receive the undivided 70% interest in the Trinity Silver Project (the “Property”), the Company is required to spend a minimum of $5,000,000 over a six-year period on the Property and complete a bankable feasibility study.

F-19

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL MATTERS

We have engaged the firm of BDO Dunwoody LLP., as of June 1, 2007. During the last two fiscal years and subsequent interim periods preceding their engagement, BDO Dunwoody LLP was not consulted on any matter relating to accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our principal executive and principal financial officer evaluated our company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report on Form 10-K. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company's reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure. Based on their evaluation, management concluded that as of the period covered by this Annual Report on Form 10-K, these disclosure controls and procedures were not effective.

Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of July 31, 2009.

Based on its evaluation under the framework in Internal Control—Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of July 31, 2009, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below. A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Based on this evaluation, our management concluded that as of the end of the fiscal year covered by this report on Form 10-K, we have the following material weaknesses in our internal control over financial reporting:

(i)

Lack of a sufficient number of independent directors for our board and audit committee. As a publicly- traded company, we should strive to have a majority of our board of directors be independent;

	(ii)	Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the fiscal year ended July 31, 2009, we had limited staff at our executive office in Vancouver, British Columbia that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected;

	(iii)	Our company's accounting personnel and management does not have sufficient technical accounting knowledge relating to accounting for options granted to directors and officers, and employees;

	(iv)	Our company's accounting personnel and management does not have sufficient technical accounting knowledge relating to accounting for income taxes;

	(v)	Our company’s accounting personnel and management does not have sufficient technical knowledge in the preparation of financial statements; and,

	(vi)	Insufficient corporate governance policies. Our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.

The full list of these weaknesses was discovered by our management during the performance of its evaluation of our disclosure controls and procedures and internal control over financial reporting as described above. Some of these weaknesses were known to our management previously. Our management believes that these weaknesses have existed in our company since our change in control that began on or about January 16, 2007, when we had a change of directors, officers and control persons.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

During the fiscal year ended July 31, 2009, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

On the dates indicated we implemented the following measures, which did not impact our material weaknesses in internal control over financial reporting:

	(a)	We engaged a professional accounting firm to provide assistance in the review of stock based compensation expense calculation on May 1, 2008;

	(b)	We engaged a professional accounting firm to assist in the accounting of income taxes on May 1, 2008;

	(c)	We engaged a professional accounting firm to assist in the preparation of financial statements on May 1, 2008; and

	(d)	We implemented a policy to formally document all decisions made by the board in a timely manner on May 1, 2008.

Plan for Remediation of Material Weaknesses

Although the changes we have made have remedied in part, the weaknesses listed under (iii)(iv)(v) and (vi) listed above, we continue to have all of the weaknesses as described above. We intend to take appropriate and reasonable steps to make the necessary improvements to remediate our material weaknesses when we are able to do so financially and when the timing is appropriate for our company. We do not know what further measures we will take, when we will take them or how much they will cost.

Attestation Report of Independent Registered Public Accounting Firm

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit our company to provide only management’s report in this annual report.

Certifications

Certifications with respect to disclosure controls and procedures and internal control over financial reporting under Rules 13a-14(a) or 15d-14(a) of the Exchange Act are attached to this annual report on Form 10-K.

ITEM 9B OTHER INFORMATION

Letter of Intent for Option Agreement – Trinity Silver Project

On September 1, 2009 we announced the signing of a letter of intent to enter into an Exploration Earn-in agreement with AuEx Ventures, Inc. for the Trinity Silver property, located in Pershing County, Nevada.

The property consists of 59 unpatented mining claims and 5,040 acres of fee land, about 5,800 acres in total. It is located about 25 miles northwest of the Rochester Silver Mine, one of the largest silver mines in the US and about 10 miles southeast of the Seven Troughs gold district.

Once the Earn In Agreement is executed, to be completed by November 1, 2009, we can acquire an undivided 70% interest in the Trinity Silver property during a six-year period in consideration of i) total cash payments of $250,000, before November 1, 2009 for partial reimbursement of the Newmont buyout by AuEx and ii) a total of $5,000,000 in exploration expenditures by August 20, 2014, including a minimum of $500,000 in the first year (firm commitment). iii) on the 1st anniversary of the agreement, pay to AuEx a second payment of $250,000 fulfilling reimbursement to AuEx for completion of the Newmont buyout.

To acquire the 70% interest, we must spend a cumulative US$5,000,000 in exploration and development work on the property by August 20, 2014, in accordance with the following schedule:

-----------------------------------------------------------
Year 2: US$1,500,000 by August 20 2010
-----------------------------------------------------------
Year 3: US$2,500,000 by August 20 2011
-----------------------------------------------------------
Year 4: US$3,500,000 by August 20 2012
-----------------------------------------------------------
Year 5: US$4,500,000 by August 20 2013
-----------------------------------------------------------
Year 6: US$5,000,000 by August 20 2014 and,
-----------------------------------------------------------
Minimum work obligation $500,000 per year thereafter year 6
-----------------------------------------------------------

We may terminate this Agreement to acquire a beneficial interest in the Property at any time by giving not less than 30 days prior written notice to that effect to the AuEx, except that we must complete the Year 1 $500,000 work expenditure requirement prior to giving AuEx notice of termination. Upon expiry of the said 30 day notice period and on receipt of such notice by the AuEx, or if the Agreement is terminated pursuant to any other provision of this Agreement, the Agreement will be of no further force and effect. At any time, we may, at its option, terminate its interest in certain of the claims so long as those claims are returned to AuEx in good standing by August 1st of the year in which they are dropped. Should we terminate our interest prior to vesting the 70% interest but having incurred $3,000,000 or more in expenses, we shall be entitled to a 4% net smelter net smelter royalty capped at twice our expenditures.

PART III

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers, Promoters and Control Persons

As at October 28, 2009, our directors and executive officers, their age, positions held, and duration of such, are as follows:

Name	Position Held with our Company	Age	Date First Elected or Appointed
William Tafuri	President, CEO, CFO, Secretary, Treasurer and Director	68	January 16, 2007
H. Richard Klatt	Director	71	February 9, 2007
James Malone	Director	63	December 3, 2007

Certain Significant Employees

Where the registrant employs persons such as production managers, sales managers, or research scientists who are not executive officers but who make or are expected to make significant contributions to the business of the registrant, such persons shall be identified and their background disclosed to the same extent as in the case of executive officers. Such disclosure need not be made if the registrant was subject to section 13(a) or 15(d) of the Exchange Act or was exempt from section 13(a) by section 12(g)(2)(G) of such Act immediately prior to the filing of the registration statement, report, or statement to which this Item is applicable.

We have no employees other than our executive officer.

Business Experience

The following is a brief account of the education and business experience of directors, executive officers and significant employees during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed.

William Tafuri

Mr. Tafuri is a registered professional geologist. Mr. Tafuri has over thirty five years of diverse mining experience in precious and base metals, including management positions for major international mining companies.

Since 2005, Mr. Tafuri has served as the Vice President and Director of Operations for Centrasia Mining Corp, now know as Kola Ming Corp. listed on the TSX-Venture Exchange (TSX-V: KM). During this time he has managed and evaluated exploration projects throughout Central Asia.

Since 2001, Mr. Tafuri has served as a consultant providing geologist services. During this time he managed exploration projects in the Western US. Additionally, he served as a consultant to private investors, evaluating mining properties in Kazakhstan, Kyrgyz Republic and the Russian Federation.

Mr. Tafuri received a PhD in Geology from the University of Utah, Salt Lake City, Utah. He also received a Masters of Science degree in Geology and a Bachelors of Science degree in Geology at the University of Nevada, Reno, Nevada.

H. Richard Klatt

Mr. Klatt is a registered professional geologist. Mr. Klatt has developed and implemented exploration programs for precious and base metals, and other commodities for over 35 years in the United States, Canada, Mexico and Panama. From 2004 to 2006, Mr. Klatt served as a consultant providing mineral exploration geologist services. During this time he completed extensive lithology-logging for base and precious metals for a drill program at the south rim of the Bingham copper mine in Utah for Grand Central Silver Mines located in Carrollton, Texas. In mid-2006, he directed a 2,100 feet diamond drilling program for gold and cobalt in the Belt-Percell basin located in eastern Idaho, for Salmon River Resources of Vancouver, British Columbia. In mid-2006, he completed a 6,000 feet diamond drilling program for zinc in western Utah for Franconia Minerals Corp. located in Spokane, Washington. In early 2006, he directed a 6,000 m rotary drilling program for uranium in Western Colorado for U.S. Energy of Riverton, Wyoming. In early 2005, he researched opportunity for development of uranium resources in selected regions for Kennecott Exploration Company of Salt Lake City, Utah. In early 2004, he oversaw initial development drilling for vein-hosted base metals in the Zacatecas district, Zacatecas, Mexico, for Capstone Gold of Vancouver, British Columbia.

From 2000 to 2003, Mr. Klatt performed economic geology research. He pursued the study of the geology of platinum-group metals in anticipation of increasing future demand for these metals and subsequently assembled a comprehensive database of the geology of conventional and unconventional platinum-group metals and their global distribution that is self-published and sold in CD-ROM format as a guide for platinum-group exploration. Reviewed the geology of Mexico and identified exotic tectonostratigraphic terrains comprising Mexico that are permissive for discovery of gold and platinum and created a database of this information as a guide for exploration.

Mr. Klatt received a Bachelor of Science degree in Geology at the University of Illinois, Urbana, Illinois. He also completed course work in Carbonate Petrology at the University of Utah, Salt Lake City, Utah.

James Malone

James Malone has more than 41 years of experience in the nuclear power industry. Mr. Malone is Vice President, Nuclear Fuels for Exelon Generation since 1999. Mr. Malone is a member of the American Nuclear Society and is Past Chairman, Fuel Cycle Waste Management Division. Mr. Malone spent several years at SWUCO, Inc. as a SWU broker. Prior to SWUCO he was Manager of Economic Analysis at Yankee Atomic. Mr. Malone began his career in nuclear power as an engineer in the utility reactor core analysis section of the nuclear engineering department of United Nuclear Corporation. Mr. Malone received a B.S. in chemical engineering (nuclear), 1968 from Manhattan College, Bronx, New York and an M.B.A. in 1972 (Graduate School of Business Award for Academic Excellence) at the Iona College, New Rochelle, New York.

Family Relationships

There are no family relationships between any director or executive officer.

Involvement in Certain Legal Proceedings

Our directors, executive officers, or control persons have not been involved in any of the following events during the past five years:

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

	4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Corporate Governance

We currently act with three directors consisting of William Tafuri, Richard Klatt and James Malone. We have determined that Richard Klatt and James Malone are independent directors as defined by Nasdaq Marketplace Rule 4200(a)( 1.5 ).

Transactions with Independent Directors

Other than as set out below, none of our independent directors entered into any transaction, relationship or arrangement, since the beginning of our year ended July 31, 2008, or in any currently proposed transaction, that was considered by our board of directors in determining whether the director maintained his independence in accordance with Nasdaq Marketplace Rule 4200(a)( 1 5 ).

In consideration for acting as board members, we have agreed to reimburse Messrs. Klatt and Malone for out of pocket expenses incurred for attending board meetings. As additional consideration, we have granted to each of Messrs. Klatt and Malone, stock options to purchase up to 500,000 shares of the Company’s common stock exercisable at a price of $1.20 per share until December 3, 2012, which options vest according to the stock option agreement. The options are issued in accordance with the Company’s 2007 Stock Option Plan.

Committees of the Board

Audit Committee and Audit Committee Financial Expert

We have an audit committee and audit committee charter. Our audit committee is not independent as the term is used in Nasdaq Marketplace Rule 4200(a)(15), as amended and is presently comprised of H. Richard Klatt and William Tafuri. A copy of our audit committee charter is attached to this Annual Report. The Audit Committee represents the Board of Directors in discharging its responsibility relating to the accounting, reporting and financial practices of the Company and its subsidiaries, and has general responsibility for oversight of internal controls, accounting and audit activities and legal compliance of the Company and its subsidiaries. However, the Audit Committee’s function is one of oversight only and shall not relieve the Company’s management of its responsibilities for preparing financial statements which accurately and fairly present the Company’s financial results and conditions or the responsibilities of the independent accountants relating to the audit or review of financial statements.

Currently we do not have a member in our Board of Directors who is considered as an “audit committee financial expert” as defined in SEC Release No. 33-8 177 SEC. II(A)(4)(c). The audit committee met four times during fiscal year ended July 31, 2009.

Since the commencement of our most recently completed fiscal year, we have not required any non-audit services to be provided by our auditor.

Nominating Committee

We have nominating committee. Our nominating committee is presently comprised of H. Richard Klatt and William Tafuri. H. Richard Klatt is an independent director as the term is used in Nasdaq Marketplace Rule 4200(a)(15). A copy of our nominating committee charter is an exhibit to this registration statement. The purpose of the Committee is to:

	1.	Identify individuals qualified to become directors on the Board of the Company or any of its committees, consistent with criteria approved by the Board, and to select, or to recommend that the Board select, such director nominees, whether at the next annual meeting of the shareholders or otherwise.

	2.	Periodically evaluate the qualifications and independence of each director on the Board or its various committees and recommend to the Board, as the Committee may deem appropriate, any recommended changes in the composition of the Board or any of its committees.

	3	Develop and recommend to the Board corporate governance principles applicable to the Company.

	4.	Annually assess the performance of the Board.

	5.	Take such other actions within the scope of this Charter as the Board may assign to the Committee from time to time or as the Committee deems necessary or appropriate.

The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section VII below of this Charter.

The basic responsibility of the directors of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that responsibility, the Committee should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors, to the extent it deems necessary or appropriate. The nominating committee met once during the fiscal year ended July 31, 2009.

Nomination of Directors by Shareholders

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. Our directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. Our board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, William Tafuri, at the address appearing on the first page of this annual report.

Compensation Committee

We do not have a compensation committee, or a committee that performs similar function.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics is attached to this report. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended July 31, 2009, all filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with, with the exception of the following :

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Requested Forms
William Tafuri H. Richard Klatt	Nil Nil	Nil Nil	Nil Nil
Siegfried Muessig James Malone	Nil Nil	Nil Nil	Nil Nil

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following persons:

	(a)	our principal executive officer (the “PEO”);

	(b)	our principal financial officer (the “PFO”);

	(c)	our three most highly compensated executive officers other than the PEO and the PFO who were serving as executive officers at the end of the last completed fiscal year; and

	(d)	up to two additional individuals for whom disclosure would have been provided under (c) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,

who we will collectively refer to as the named executive officers, for our fiscal years ended July 31, 2009 and 2008, are set out in the following summary compensation table:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ¹ ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
William Tafuri President, CEO, CFO, Secretary Treasurer, and Director	2009 2008	Nil Nil	Nil Nil	Nil Nil	184,144 414,798	Nil Nil	Nil Nil	Nil Nil	184,144 414,798

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ¹ ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Hamish Malkin ² former CFO	2009 2008	Nil Nil	Nil Nil	Nil Nil	Ni Nil	Nil Nil	Nil Nil	Nil 40,340	Nil 40,340

¹ The determination of value of option awards is based upon the Black-Scholes Option pricing model, details and assumptions of which are set out in Note 5 to our financial statements included in this Annual Report.

² Mr. Malkin resigned as a director and officer on April 2, 2008

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

Employment Agreements

Other than as described below, we are not party to any employment contracts with our directors and officers.

On April 24, 2007, we entered into an Employment Agreement with Hamish Malkin. Pursuant to the Employment Agreement we have agreed to pay Mr. Malkin the sum of $3,000 per month and to grant Mr. Malkin 200,000 incentive stock options at an exercise price of $3.00 per share, exercisable for a period of 5 years. During the year ended July 31, 2008, the employment and stock options agreement with Hamish Malkin had been terminated.

Outstanding Equity Awards for Executive Officers at Fiscal Year-End

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of July 31, 2009.

	Option awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
William Tafuri	375,000	125,000	Nil	2.7	March 16, 2012	Nil	Nil	Nil	Nil
Richard Klatt	375,000	125,000	Nil	2.7	March 16, 2012	Nil	Nil	Nil	Nil
James Malone	250,000	250,000	Nil	1.2	December 3, 2012	Nil	Nil	Nil	Nil

Option exercises and stock vested table.

None of our directors, officers or employees has exercised their stock options.

OPTION EXERCISES AND STOCK VESTED
	OPTION AWARDS		STOCK AWARDS
Name (a)	Number of Shares Acquired on Exercise (#) (b)	Value Realized on Exercise ($) (c)	Number of Shares Acquired on Vesting (#) (d)	Value Realized on Vesting ($) (e)
William Tafuri	Nil	Nil	Nil	Nil
H. Richard Klatt	Nil	Nil	Nil	Nil
Siegfried Muessig	Nil	Nil	Nil	Nil
James Malone	Nil	Nil	Nil	Nil

Compensation of Directors

The table below shows the compensation of our directors for our last completed fiscal year ended July 31, 2009:

Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Non-equity incentive plan compensation ($)	Nonqualified deferred compensation earnings ($)	All other compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
William Tafuri	120,000	Nil	Nil	Nil	Nil	Nil	120,000
H. Richard Klatt	120,000	Nil	184,144	Nil	Nil	Nil	304,144
Siegfried Muessig	Nil	Nil	72,912	Nil	Nil	Nil	72,912
James Malone	Nil		108,893	Nil	Nil	Nil	108,893

During the fiscal year ended July 31, 2009, there were no standard or other arrangements pursuant to which any of our directors were compensated for services provided in their capacity as directors.

We currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue additional stock options to such persons in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Outstanding equity awards for Directors at fiscal year-end

The following table sets forth for each director certain information concerning the outstanding equity awards as of July 31, 2009.

	OPTION AWARDS					STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
William Tafuri	375,000	125,000	Nil	2.70	March16, 2012	Nil	Nil	Nil	Nil
H. Richard Klatt	375,000	125,000	Nil	2.70	March 16, 2012	Nil	Nil	Nil	Nil
Siegfried Muessig	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
James Malone	250,000	250,000	Nil	1.20	December 3, 2012	Nil	Nil	Nil	Nil

Aggregated Options Exercised in the Year Ended July 31, 2009 and Year End Option Values

There were no stock options exercised during the year July 31, 2009.

Re-pricing of Options/SARS

We did not re-price any options previously granted during the year ended July 31, 2009.

Long-Term Incentive Plans

On May 10, 2007, we established our 2007 Stock Option Plan (the “2007 Plan”). The purpose of the 2007 Plan is to enhance the long-term stockholder value of the Company by offering opportunities to our directors, officers, employees and eligible consultants and any entity that directly or indirectly is in control of or is controlled by the Company (a “Related Company”) to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service or a Related Company.

The 2007 Plan is administered by our Board of Directors or by a committee of two or more non-employee directors appointed by our Board of Directors (the “Plan Administrator”). Subject to the provisions of the 2007 Plan, the Plan Administrator has full and final authority to grant the awards of stock options and to determine the terms and conditions of the awards and the number of shares to be issued pursuant thereto. Options granted under the 2007

Plan may be either “incentive stock options,” which qualify for special tax treatment under the Internal Revenue Code of 1986, as amended, (the “Code”), nonqualified stock options or restricted shares.

All of our employees and members of our Board of Directors are eligible to be granted options. Individuals who have rendered or are expected to render advisory or consulting services to us are also eligible to receive options. The maximum number of shares of our Common Stock with respect to which options or rights may be granted under the 2007 Plan to any participant is 5,000,000 shares.

The exact terms of the option granted are contained in an option agreement between us and the person to whom such option is granted. Eligible employees are not required to pay anything to receive options. The exercise price for

incentive stock options must be no less than the fair market value of the Common Stock on the date of grant. The exercise price for nonqualified stock options is determined by the Plan Administrator in its sole and complete discretion. An option holder may exercise options from time to time, subject to vesting. Options will vest immediately upon death or disability of a participant and upon certain change of control events.

The Plan Administrator may amend the 2007 Plan at any time and in any manner, subject to the following: (1) no recipient of any award may, without his or her consent, be deprived thereof or of any of his or her rights thereunder or with respect thereto as a result of such amendment or termination; and (2) any outstanding incentive stock option that is modified, extended, renewed, or otherwise altered must be treated in accordance with Section 424(h) of the Code.

All awards granted under the 2007 Plan expire 10 years from the date of grant, or such shorter period as is determined by the Plan Administrator. No option is exercisable by any person after such expiration. If an award expires, terminates or is cancelled, the shares of our Common Stock not purchased thereunder may again be available for issuance under the 2007 Plan.

We have not yet filed a registration statement under the Securities Act of 1933 to register the shares of our Common Stock reserved for issuance under the 2007 Plan.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities authorized for issuance under equity compensation plans as at July 31, 2009

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	Nil	N/A	N/A
Equity compensation plans not approved by security holders	1,600,000	$2.25	3,400,000
Total	1,600,000	$2.25	3,400,000

In the following tables, we have determined the number and percentage of shares beneficially owned in accordance with Rule 13d-3 of the Exchange Act based on information provided to us by our controlling shareholders, executive officers and directors, and this information does not necessarily indicate beneficial ownership for any other purpose. In determining the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person, we include any shares as to which the person has sole or shared voting power or investment power, as well as any shares subject to warrants or options held by that person that are currently exercisable or exercisable within 60 days.

Security ownership of certain beneficial owners

	Name and address of	Amount and nature of		Percent of
Title of class	beneficial owner	beneficial ownership		class ¹
common stock	Juniper Ridge LLC	9,000,000 ²	indirect	17.51%
	2420 Watt Ct.
	Riverton WY 82501

Security ownership of management

	Name and address of	Amount and nature of		Percent of
Title of class	beneficial owner	beneficial ownership		class¹
common stock	H. Richard Klatt	1,560,714 ³	Direct	2.81%
	951 East 8800
	South Sandy, UT 84094
common stock	James Malone	125,000 ⁴	Direct	0.23%
	1474 Radcliff Lane
	Aurora, IL 60502
common stock	William Tafuri	3,867,857⁵	Direct	6.98%
	5020 N. Silver Springs Road
	Park City, UT 84098
common stock	Directors and Officers as a	5,553,571		10.02%
	group

¹ Based on 55,451,425 shares of common stock issued and outstanding as of October 19, 2009
² Strathmore Minerals Corp. holds voting and dispositive power over these shares.
³ Includes 1,185,714 shares of common stock and 375,000 stock options exercisable within 60 days
⁴ Includes 125,000 stock options exercisable within 60 days
⁵ Includes 3,492,857 shares of common stock and 375,000 stock options exercisable within 60 days

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with related persons

Except as described below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, since the beginning of the period ended April 30, 2009, or in any currently proposed transaction, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

On April 24, 2007, we entered into an Employment Agreement with Hamish Malkin. Pursuant to the Employment Agreement we have agreed to pay Mr. Malkin the sum of $3,000 per month and to grant Mr. Malkin, 200,000 incentive stock options at an exercise price of $3.00 per share, exercisable for a period of five years. During the year ended July 31, 2008, the employment and stock options agreement with Hamish Malkin had been terminated.

We entered into, and have since terminated, joint venture agreements with Strathmore Minerals Corp. and its US subsidiary Strathmore Resources (US) Ltd. for the acquisition of our interests in the Jeep, Sky and Juniper Ridge Projects described above under “ITEM 2. PROPERTIES” beginning on page 9. Strathmore presently holds 9,000,000 shares of our common stock representing 17.7% of our issued and outstanding common stock. David Miller, a former member of our board of directors also serves as President, Chief Operating Officer and as a Director of Strathmore Minerals Corp.

For the fiscal year ended July 31, 2009, we paid or accrued management fees of $Nil (2008 - $40,340) to Mr. Hamish Malkin and $240,000 (2008 - $154,545) to Mr. Dick Klatt and Mr. William Tafuri. As of July 31, 2009, we owed $152,500 to Mr. William Tafuri and Mr. Dick Klatt for management fees. These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to by the related parties. On August 20, 2009, Mr. William Tafuri and Mr. Dick Klatt forgave a portion of the payables to the Company and converted the remaining amounts owing to common shares of the Company.

We have granted to each of Messrs. Muessig and Malone, stock options to purchase up to 500,000 shares of the Company’s common stock exercisable at a price of $1.20 per share until December 3, 2012, which options vest according to the stock option agreement. The options are issued in accordance with the Company’s 2007 Stock Option Plan. Mr. Muessig resigned effective February 11, 2009 and as such his options granted Mr. Muessig were forfeited and cancelled.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

For the period ended July 31, 2009 and July 31, 2008, the aggregate fees billed by BDO Dunwoody LLP for professional services rendered for the audit of our financial statements were:

		Year Ended		Year Ended
Fees		July 31, 2009		July 31, 2008
Audit Fees	$	32,570	$	40,860
Audit Related Fees		-		-
Tax Fees		7,675		-
Other Fees		31,335*		-
Total Fees	$	71,580	$	40,860

*Fees related to the review of the quarterly financial statements and the SEC letters

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditor

We do not use BDO Dunwoody LLP for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage BDO Dunwoody LLP to provide compliance outsourcing services.

Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before BDO Dunwoody LLP is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

approved by our audit committee; or
entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.

The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by BDO Dunwoody LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining BDO Dunwoody LLP’s independence.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number	Description
3.1	Articles of Incorporation (attached as an exhibit to our Form SB-2 Registration Statement, filed on September 22, 2006)
3.2	Bylaws (attached as an exhibit to our Form SB-2 Registration Statement, filed on September 22, 2006)
3.3	Articles of Merger filed with the Secretary of State on January 12, 2007 and which is effective January 23, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 25, 2007)
3.4	Certificate of Change filed with the Secretary of State of Nevada on January 12, 2007 and which is effective January 23, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 25, 2007)
3.5	Amended and Restated Bylaws (attached as an exhibit to our current report on Form 8-K, filed on September 18, 2008)
5.1	Legal Opinion of Clark Wilson LLP (attached as an exhibit to our Form S-1 filed on September 15, 2008)
10.1	Letter of intent between our company and Strathmore Minerals Corp. dated January 29, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 30, 2007)
10.2	Form of Overseas Subscription Agreement (attached as an exhibit to our current report on Form 8-K, filed on February 22, 2007)
10.3	Form of US Subscription Agreement (attached as an exhibit to our current report on Form 8-K, filed on February 22, 2007)
10.4	Option and Joint Venture Agreement dated March 14, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on March 16, 2007)
10.5	Letter of Intent dated April 5, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on April 10, 2007)
10.6	Letter of Intent dated April 12, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on April 19, 2007)
10.7	Investor Relations Agreement with Carson Seabolt dated June 15, 2007 (attached as an exhibit to our current report on Form 8-K, filed on July 12, 2007)
10.8	Amended Letter of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Jeep Project (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007)
10.9	Amended Letter of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Sky Project (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007
10.10	Stock Option Plan (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007)
10.11	Form of Master Agreement Concerning Lease and Option for Purchase and Sale of Mining Properties (Mining Claims, Montrose County, Colorado) (attached as an exhibit to our current report on Form 8-K filed on January 7, 2008)
10.12	Limited Liability Company Operating Agreement dated effective December 31, 2007 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008)
10.13	Jeep Project Termination Agreement dated April 21, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008)
10.14	Sky Project Termination Agreement dated April 21, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008)

Exhibit Number	Description
10.15	Juniper Ridge Project Termination Agreement dated December 29, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on January 2, 2009)
10.16	American Nuclear Fuels (Colorado) LLC Standstill Agreement dated March 16, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on March 23, 2009)
10.17	Relinquishment and Surrender of Lease and Option with Beckworth Corporation dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.18	Relinquishment and Surrender of Lease and Option with Energy Venture LLC and Uravan Land and Cattle Company LLC dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.19	Relinquishment and Surrender of Lease and Option with Bruce L. Beck dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.20	Relinquishment and Surrender of Lease and Option with Bedrock Development Corp. dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.21	Relinquishment and Surrender of Lease and Option with Eagle Venture Group LLC dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.22	May 15, 2009 letter to American Nuclear Fuels (Colorado) LLC terminating the master agreement (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.23*	September 1, 2009 Letter of Intent with AuEx, Inc.
14.1	Code of Ethics (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)
16.1	Letter on change in certifying accountant (attached as an exhibit to our current report on Form 8-K, filed on June 14, 2007 and amended on July 12, 2007)
31.1*	Section 302 Certification under Sarbanes-Oxley Act Of 2002
32.1*	Section 906 Certification under Sarbanes- Oxley Act Of 2002
99.1	Audit Committee Charter (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)
99.2	Nominating Committee Charter (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

YELLOWCAKE MINING INC.

By:

/s/ William Tafuri
William Tafuri
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: October 29, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ William Tafuri
William Tafuri
President, Chief Executive Officer Chief Financial Officer, Secretary, Treasurer and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
Date: October 29, 2009

/s/ H. Richard Klatt
H. Richard Klatt
Director
Date: October 29, 2009

/s/ James Malone
James Malone
Director
Date: October 29, 2009