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

FORM 10-Q

(Mark One)

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

For the quarterly period ended October 31, 2008

or

[   ] 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.)

598 – 999 Canada Place, Vancouver, British Columbia V6E 3Z3
(Address of principal executive offices) (Zip Code)

(604) 685-4048
(Registrant’s telephone number, including area code)

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest
practicable date: 51,413,768 shares of common stock issued and outstanding as of December 12, 2008.

ii

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	1
ITEM 1. FINANCIAL STATEMENTS	1
Forward Looking Statements	2
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
Corporate History	3
Current Status of Exploration Projects	4
Liquidity and Capital Resources	4
Results of Operation	5
Off-Balance Sheet Arrangements	6
Going Concern	6
Recently Issued Accounting Standards	6
Application of Critical Accounting Estimates	7
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 4. CONTROLS AND PROCEDURES	9
PART II – OTHER INFORMATION	10
ITEM 1. LEGAL PROCEEDINGS	10
ITEM 1A. RISK FACTORS	11
Risks Related to our Business	11
Risks Associated with our Company	13
Risks Associated with our Common Stock	13
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS	14
ITEM 5. OTHER INFORMATION	14
ITEM 6. EXHIBITS	15
SIGNATURES	17

1

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

YELLOWCAKE MINING INC.
(A Development Stage Company)

FINANCIAL STATEMENTS
(Unaudited)
(Restated)
(Expressed in United States Dollars)

OCTOBER 31, 2008

F-1

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Expressed in US dollars)

(Unaudited)

		October 31,
		2008
ASSETS
Current
Cash	$	243,001
Receivables		-
Prepaid expenses		14,671
Total current assets		257,672
Exploration advances ( Note 5)		82,879
Mineral rights (Note 4)		1,324,417
Reclamation bonds		130,400
Total assets	$	1,795,368
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	74,112
Stockholders’ Equity
Common stock, 750,000,000 shares authorized with a par value of $0.001
(issued: October 31, 2008 – 51,413,768)		51,414
Additional paid-in capital		19,400,930
Deficit accumulated during the exploration stage		(17,731,088	)
Total stockholders’ equity		1,721,256
Total liabilities and stockholders’ equity	$	1,795,368

Nature of Operations and Ability to Continue as a Going Concern (Note 2)

The accompanying notes are an integral part of these financial statements

F-2

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Expressed in US dollars)

(Unaudited)

		Three			Three			Inception
		months			months			(March 23,
		ended			ended			2006) to
		October 31,			October 31,			October 31,
		2008			2007			2008
Expenses
Consulting fees (Note 6)	$	26,086		$	72,105		$	401,038
General and administrative		32,979			6,955			204,016
Impairment of mineral interests (Note 4)		-			-			10.357,142
Investor relations and communication		-			102,176			207,748
Management fees (Notes 6 and 7)		261,567			553,045			3,383,722
Mineral property interests (Note 4)		225,722			712,441			2,015,459
Financing costs		-			-			709,200
Professional fees		47,458			49,341			588,753
Loss from operations		(593,812	)		(1,496,063	)		(17,867,078	)
Interest income		885			49,428			135,990
Net Loss	$	(592,927	)	$	(1,446,635	)	$	(17,731,088	)
Basic and diluted loss per share	$	(0.01	)	$	(0.03	)
Weighted average number of shares outstanding		51,413,768			50,931,625

The accompanying notes are an integral part of these financial statements

F-3

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Expressed in US dollars)

(Unaudited)

		Three			Three			Inception
		months			months			(March 23,
		ended			ended			2006) to
		October 31,			October 31,			October 31,
		2008			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(592,927	)	$	(1,446,635	)	$	(17,731,088	)
Adjustments to reconcile net loss to cash used in
operating activities:
Stock-based compensation (Note 6)		193,936			576,900			3,352,483
Write off of mineral interests		-			-			10,357,142
Changes in assets and liabilities:
Receivables		65,000			(360	)		-
Prepaid expenses		(7,627	)		(10,000	)		(14,671	)
Due to Strathmore Minerals Corp.		-			90,550			-
Accounts payable and accrued liabilities		(91,069	)		113,370			74,112
Net cash used in operating activities		(432,687	)		(676,175	)		(3,962,022	)
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 mineral rights		-			-			(1,289,193	)
Exploration advances		24,235			-			(82,879	)
Reclamation bond		-						(130,400	)
Net cash provided by (used in) investing activities		24,235			-			(1,502,472	)
Increase (decrease) in cash during the period		(408,452	)		(676,175	)		243,001
Cash, beginning of period		651,453			4,698,327			-
Cash, end of period	$	243,001		$	4,022,152		$	243,001
Cash paid for interest and income taxes during the	$	-		$	-
period

The accompanying notes are an integral part of these financial statements

F-4

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Period from March 23, 2006 (Date of Inception) to October 31, 2008

(Expressed in US dollars)

(Unaudited)

										Deficit
										Accumulated
	Number of						Additional			during the			Total
	common			Par			Paid-in			Exploration			Stockholders’
	shares			Value			Capital			stage			Equity
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 (Note 6)	6,131,625			6,132			5,903,868			-			5,910,000
Acquisition of mineral rights (Note 6)	9,000,000			9,000			10,148,143			-			10,157,143
Shares returned to treasury (Note 6)	(56,000,000	)		(56,000	)		56,000			-			-
Share issue costs (Note 6)	-			-			(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 (Note 6)	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
Shares issued:
Stock-based compensation (Note 6)	-			-			193,936			-			193,936
Net loss for the period	-			-			-			(592,927	)		(592,927	)
Balance October 31, 2008	51,413,768		$	51,414		$	19,400,930		$	(17,731,088	)	$	1,721,256

On January 23, 2007, the Company effected a 30:1 forward stock split of the authorized, issued and outstanding common stock (Note 6). All share and per share amounts have been retroactively adjusted for all periods presented.

The accompanying notes are an integral part of these financial statements

F-5

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

1.	BASIS OF PRESENTATION
	The interim period financial statements have been prepared by the Company in conformity with generally accepted accounting principles in the United States of America. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements, and in the opinion of management these financial statements contain all adjustments necessary (consisting of normally recurring adjustments) to present fairly the financial information contained therein. Certain information and footnote disclosure normally included in the financial statements prepared in conformity with generally accepted accounting principles in the United States of America have been condensed or omitted. These interim period statements should be read together with the most recent audited financial statements and the accompanying notes for the year ended July 31, 2008. The results of operations for the three-month period ended October 31, 2008 are not necessarily indicative of the results to be expected for the year ending July 31, 2009.
2.	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 4).
	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 $17,731,088 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.
3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Basis of Presentation
	These financial statements follow the same significant accounting principles as those outlined in the notes to the audited financial statements for the year ended July 31, 2008.

F-6

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
	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. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, “Fair Value Measurements”. 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 is effective for fiscal years beginning after December 15, 2008. SFAS 141R, which will replace FAS 141, is applicable to business combinations consummated after the effective date of December 15, 2008. 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 is not expected to have a material effect on the Company’s future reported financial position or results of operations.
	In May 2008, the FASB issued SFAS 162 “The Hierarchy of Generally Accepted Accounting Principles” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The 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 (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

4.	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 must 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 must also 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 will 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.
	The Company will also finance the evaluation of the Strathmore Texas Database regarding uranium prospects in Texas by paying $25,000 on closing of the agreement (paid), spending $440,000 for a minimum of one year to finance the cost of evaluating the Texas Database, and incurring the first $500,000 in costs to acquire mining leases to any properties identified from the evaluation. Subsequently, the Company and Strathmore Minerals Corp. will be 50/50 partners in the development of the identified targets resulting from the database. Strathmore subsequently became a related party to the Company when its president was appointed a director of the Company. The president of Strathmore resigned as a director of the Company in January, 2008.
	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 have been restructured so that they are jointly owned by a Limited Liability Company (“LLC”). The Company maintains its 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.
	On October 12, 2008, the Company received a Memorandum of Understanding from Strathmore which has proposed to amend the annual commitment of expenditures from $300,000 and $500,000 for 2008 and 2009 respectively to $100,000 per year for 2008 and 2009, with the total commitment of remaining at $8,000,000 no later than December 31, 2012. The Company has responded to the suggested amendment and it is working with Strathmore to reach acceptable terms by both parties.
	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 had 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 was to be met on or before September 29, 2008, with additional expenditures of: $1,250,000 was to be expended during the twelve months ended September 29, 2009, $1,500,000 was to be expended during the twelve months ended September 29, 2010, $2,000,000 was to be expended during the twelve months ended September 29, 2011, $2,000,000 was to be expended during the twelve months ended September 29, 2012 and $3,000,000 was to be expended during the twelve months ended September 29, 2013. The option agreement was terminated on April 21, 2008.

F-8

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

4.	MINERAL RIGHTS (Continued)
	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 had 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 was to be met on or before September 29, 2008, with additional expenditures of: $2,000,000 was to be expended during the twelve months ended September 29, 2009, $2,000,000 was to be expended during the twelve months ended September 29, 2010 and $3,000,000 was 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 $5,968,657 in cash and the issuance of 2,765,625 shares of the Company’s 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

* As of October 31, 2008, the Company has made the required total cash payments of $1,089,193 and issued 482,143 common shares of the Company.

Subsequent to the period ended October 31, 2008, the Company continues to negotiate the terms and timing of all cash payments under the various agreements with Strathmore and Beck properties.

Pursuant to the terms and conditions of the option agreements, Yellowcake has the exclusive right to access, explore and develop the properties. All future production from the property will be subject to a 3.5% royalty based on the contained metal value of ore after deduction of mining, transport and processing costs. Mineral rights are summarized as follows:

F-9

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

4. MINERAL RIGHTS (Continued)

		October 31, 2008
Juniper Ridge:
Balance, August 1, 2008 and October 31,	$
2008		1

According to management of the Company, the forecast long term uranium price is expected to be lower than the estimated costs for development and extraction on the Juniper Ridge 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. If at such time in the future, management determines that the market price of Uranium supports mining this property, the Company will re-evaluate its interest. However, the Company will continue with its claim maintenance obligations.

Beck:
Balance, August 1, 2008 and October 31, 2008	$	1,324,416
Total mineral rights as of October 31, 2008	$	1,324,417

Mineral properties expenditures are summarized as follows:

		Three months			Three months		Inception (March
		Ended			Ended		23, 2006) to
		October 31, 2008			October 31, 2007		October 31, 2008
Juniper Ridge
Claim maintenance	$	25,933		$	33,168	$	84,524
Camp and field supplies		-			2,060		12,309
Drilling		(3,438	)		-		123,411
Geological and geophysical		1,740			127,553		409,493
Travel and accommodation		-			48		11,825
		24,235			162,829		641,562
Sky:
Claim maintenance		-			6,875		6,611
Assaying, testing and analysis		-			12,315		13,063
Camp and field supplies		-			4,734		19,459
Drilling		-			128,716		319,594
Geological and geophysical		-			50,018		136,258
Travel and accommodation		-			1,029		5,015
		-			203,687		500,000
Jeep:
Claim maintenance		-			30,998		32,077
Assaying, testing and analysis		-			951		951
Camp and field supplies		-			1,865		7,052
Drilling		-			110,952		88,344
Geological and geophysical		-			15,324		33,734
Travel and accommodation		-			1,130		5,116
		-			161,220		167,274
Beck
Claim maintenance		22,126			152,625		108,933
Assaying, testing and analysis		1,061			3,894		7,172

F-10

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

Camp and field supplies		2,126		-		2,756
Drilling		63,666		-		109,518
Geological and geophysical		97,472		5,372		262,965
Permits		566		-		64,871
Travel and accommodation		14,470		-		36,528
		201,487		161,891		592,743
Texas Database:
Geological and geophysical		-		22,814		113,880
	$	225,722	$	712,441	$	2,015,459

F-11

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

5.	DUE FROM/TO STRATHMORE MINERALS CORP.
	Amounts owing to/from Strathmore Minerals Corp. (“Strathmore”) are non-interest bearing and with no specified repayment terms. As of October 31, 2008, the Company has paid $82,879 in excess of the required exploration work performed.
6.	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 4), 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 4). 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 4). 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 4). The fair value was based on the quoted market price on the date of issuance.

F-12

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

6.	COMMON STOCK (continued) Share purchase warrants
	Share purchase warrant transactions are summarized as follows:

			Weighted
			Average
	Number of Shares		Exercise Price
Balance at July 31, 2008	2,955,000	$	1.50
Issued	-		-
Balance October 31, 2008	2,955,000	$	1.50

At October 31, 2008, the following share purchase warrants were outstanding and exercisable:

Number of Shares	Exercise Price ($)	Expiry Date
2,070,000	1.50	February 20, 2009
885,000	1.50	February 28, 2009
2,955,000

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. Options granted during the quarter ended April 30, 2007 were granted in contemplation of the adoption of the Plan.

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.

F-13

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

6.	COMMON STOCK (continued)
	Stock option transactions are summarized as follows:

			Weighted
	Number of		Average
	Options		Exercise Price
Balance at July 31, 2008	2,100,000	$	2.00
Granted	-		-
Cancelled/forfeited	-		-
Balance at October 31, 2008	2,100,000	$	2.00

At October 31, 2008, 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	500,000	$	-
100,000	$	3.05	$	-	April 13, 2012	50,000	$	-
1,000,000	$	1.20	$	-	December 3, 2012	250,000	$	-
2,100,000			$	-		800,000	$	-

The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of $0.10 per share as of October 31, 2008, 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 October 31, 2008 and 2007 was $Nil. As of October 31, 2008, 800,000 outstanding options were vested and exercisable and the weighted average exercise price was $2.25. The total intrinsic value of options exercised during the periods ended October 31, 2008 and 2007was $Nil.

The following table summarizes information regarding the non-vested stock purchase options outstanding as of October 31, 2008.

			Weighted
			Average
			Grant-Date
	Number of Options		Fair Value
Non-vested options at July 31, 2008	1,300,000	$	1.48
Granted	-	$	-
Vested	-	$	-
Cancelled/forfeited	-	$	-
Non-vested options at October 31, 2008	1,300,000	$	1.48

F-14

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

6.	COMMON STOCK (continued)
	Stock Options (continued)
	At October 31, 2008, there was unamortized compensation expense of $557,236 relating to the outstanding unvested options. This unrecognized compensation cost is expected to be recognized over a weighted-average period of 3.5 years.
	Total stock-based compensation is recorded in the Statement of Operations with corresponding additional paid- in capital recorded in stockholders' equity as follows:
	Stock-based Compensation
	Total stock based compensation recognized during the quarter ended October 31 , 2008 in respect of options granted in prior periods was $193,936 ( 2007 -$576,900) which has been recorded in the Statements of Operations with corresponding additional paid-in capital recorded in stockholders’ equity as follows:

							Inception
		Three months			Three months		(March 23,
		Ended			Ended		2006) to
		October 31,			October 31,		October 31,
		2008			2007		2008
Expenses (recovery):
Consulting fees	$	(7,631	)	$	44,105	$	224,846
Management fees		201,567			532,795		3,127,637
Total stock-based compensation expense	$	193,936		$	576,900	$	3,352,483

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

	Three	Three
	months	months
	Ended	Ended
	October 31,	October 31,
	2008	2007
Risk-free interest rate	2.38% - 4.59%	3.90% - 4.59%
Expected life of options (years)	3.45 -4.00	4.38 – 4.64
Expected volatility	119% - 225%	119%
Dividend rate	0%	0%

7.

RELATED PARTY TRANSACTIONS

The Company paid or accrued management fees of $ Nil to a former officer of the company (2007 - $9,000) and $60,000 to two directors of the Company (2007 - $11,250). At October 31, 2008, included in accounts payable and accrued liabilities was $10,000 owed to directors 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.

F-15

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

For The Quarters Ended October 31, 2008 and 2007

8.

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents, receivables, accounts payable and accrued liabilities and amounts due from Strathmore Minerals Corp. 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.

F-16

2

Forward Looking Statements

This quarterly report contains forward-looking statements. These forward-looking 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 “Risk Factors” 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 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.

3

In this quarterly 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 quarterly report, the terms "we", "us", "our", and "Yellowcake" mean Yellowcake Mining Inc., unless the context clearly requires otherwise.

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

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly 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 quarterly report.

Our unaudited 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, nominal equipment and mineral property interests. 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.

Due to the current market down turn Uranium prices have also declined significantly over the year and we have assessed that the forecasted long term uranium price is expected to be lower than the estimated costs for development and extraction on the Juniper Ridge property and it is therefore not economically feasible to continue with the planned exploration and drilling work at the present time. Our current plan is to re- negotiate with our Juniper Ridge property partner on the required expenditure amounts over the next few years. We will continue to meet our claim maintenance obligations. During the fiscal year ended July 31, 2008, we acquired from American Nuclear Fuels LLC, a Colorado company, 1,808 valid acres in the Uravan Uranium belt referred to the Uravan-Beck property. Subsequent to the transaction with American Nuclear Fuels, LLC we located an additional 65 lode claims comprising 757 valid acres for a total of 2,565 valid acres.

Corporate History

Our company was incorporated in the State of Nevada on March 23, 2006. Effective January 23, 2007, we changed our name from “Hoopsoft Development Corp.” to “Yellowcake Mining Inc.” The address of our principal executive office is 598 - 999 Canada Place, Vancouver BC Canada V6E 3Z3. Our common stock is quoted on the OTC Bulletin Board under the symbol “YCKM”.

Also on January 23, 2007, we effected 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.

4

Current Status of Exploration Projects

At the Juniper Ridge Property, located in the Poison Basin Uranium District of south-central Wyoming, 73 lode mining claims were added to the project earlier this summer, bringing the total number there to 201 claims in addition to one State of Wyoming Mineral Lease. This addition increased the project to 4,793 acres in size from the previous 3,200 acres. Permitting activities at Juniper Ridge are ongoing with Strathmore Minerals Corp. having received permits to begin monitor well installation of six groundwater wells. Upon completion, pump tests will be performed to determine the hydrologic characteristics of possible aquifers, and to obtain samples to determine baseline water quality. We had initially scheduled the drilling and installation activities for spring 2009, in addition to plans for extensive exploration drilling to increase the extent of the known mineralization. We are currently reevaluating the drilling and installation activities program given the current economic condition of Uranium Vanadium market and our estimated exploration costs.

Due to the current market downturn, uranium prices have also declined significantly and we have assessed that the forecasted long term uranium price is expected to be lower than the estimated costs for development and extraction on the Juniper Ridge property and it is therefore not economically feasible to continue with the planned exploration and drilling work at the present time. Our current plan is to re- negotiate with our Juniper Ridge property partner on the required expenditure amounts over the next few years. We will continue to meet its claim maintenance obligations.

At the Uravan-Beck Property, located in the Uravan district of Colorado, an extensive data base for the Return Mine has been acquired. This data includes over 400 drill holes, mine designs for an expanded mine, and economic models for the proposed mine. In the past year we drilled 6,508 feet and have plans to apply for drill permits to drill an additional 75,000 feet over the next 12 month period. This drilling will verify the resource at the Return Mine and will verify mineralization at selected other known areas of unmined but known mineralization. Stewart Brothers Drilling of Milan New Mexico has been selected as the drilling contractor. JBR Environmental Consultants Inc. has been selected to obtain the drill permits for Yellowcake. Drilling began in August 2008 after we posted the reclamation bond for the drilling permit.

We continue to negotiate the terms and timing of all cash payments under the various agreements with Strathmore and Beck properties.

Liquidity and Capital Resources

Our financial condition for the three months ended October 31, 2008 and 2007 and the changes between those periods for the respective items are summarized as follows:

		October 31, 2008		July 31, 2008
Current Assets	$	257,672	$	723,497
Current Liabilities		74,112		165,181
Working Capital	$	183,560	$	558,316

The decrease in our working capital was primarily due to the Company continuing to meet its claim maintenance obligations, limited drilling and costs associated with filing the S-1.

Cash Flows		Three months ended
		October 31
		2008			2007
Net cash used in Operating Activities	$	(432,687	)	$	(676,175	)
Net cash provided by Financing Activities		-			-
Net cash used in Investing Activities		24,235			-
Increase (decrease) Cash and Cash Equivalents during the period	$	(408,452	)	$	(676,175	)

5

Cash Used In Operating Activities

During the three months ended October 31, 2008 we used net cash in operating activities in the amount of $432,687. The cash used in the three months ended October 31, 2008 by our operating activities is primarily represented by mineral property expenditures, fees paid to management and consultants, and professional services sought. For the same period in the prior year the cash used in operating activities were used predominately in mineral property activities, management and consultant fees, professional fees and travel.

Cash from Financing Activities

During the three months ended October 31, 2008 and 2007, the cash from financing activities was $Nil as we did not raise additional capital financing in either period.

Cash from Investing Activities

During the three months ended October 31, 2008, we incurred a total of $24,235 in investing activities compared to $Nil for the same period in 2007. The increase spending in investing was primarily due to the reduction of advance exploration payment to Strathmore on the Juniper Ridge property.

Results of Operation

The following summary of our results of operations should be read in conjunction with our unaudited financial statements for the three months ended October 31, 2008.

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

In the table below shows our operating results for the three months ended October 31, 2008 and our operating results for the three months ended October 31, 2007:

		Three Months Ended
		October 31
		2008		2007
Expenses
Consulting fees (Note 6)	$	26,086	$	72,105
General and administrative		32,979		6,955
Impairment of mineral interests (Note 4)		-		-
Investor relations and communication		-		102,176
Management fees (Notes 6 and 7)		261,567		553,045
Mineral property interests (Note 4)		225,722		712,441
Financing costs		-		-
Professional fees		47,458		49,341
Total Expenses	$	593,812	$	1,496,063

Consulting and management fees represent fees paid to services paid to officers and directors and consultants, and the fair values of stock options expenses for stock options granted to these individuals. We recorded an aggregate amount of $287,653for the three months ended October 31, 2008 as compared to $625,150 in 2007. Reduction in consulting and management fees from the same period in 2007 was primarily the departure of a number of consultants and two directors of the Company.

6

General and administrative expense

General and administrative expense includes rent, travel, office supplies and office services. The increase in our general and administrative expenses for the three months ended October 31, 2008 was due primarily due to the increase in activities during the quarter ended October 31, 2008 as compared to the same period in 2007.

Mineral property interests

During the quarter ended October 31, 2008, we incurred the mineral property claim maintenance costs (interests) of $225,722 compared to $712,441 in the same quarter of 2007. Decrease in expenditures was primarily due to reduction of exploration activities at the Juniper Ridge property.

Professional fees

Professional fees include legal expenses in connection with major contracts and general corporate matters and audit expenses. The decrease in legal and audit fees for the three months ended October 31, 2008 as compared to the same quarter of 2007 was primarily due to the additional legal advice on the negotiation of the acquisition of Beck property and the 2007 audit fees during the period ended October 31, 2007. Our legal expenses represent amounts paid to legal counsel in connection with our corporate activities and the preparation or review of our reports and other disclosure filed with the SEC. Legal and audit expenses will be ongoing during fiscal 2009 as we are subject to the reporting obligations of the Securities Exchange Act of 1934, as amended, and BCSC Instrument 59-509.

Anticipated Cash Requirements

We estimate that our total expenditures over the next 12 months will be approximately $1,609,000. Our plan of operations for the next 12 months is to complete the following objectives:

Expense		Cost
Consulting Fees	$	60,000
General and administrative		70,000
Investor relations		60,000
Management fees		84,000
Juniper Project		200,000
Beck Project		1,035,000
Professional fees		100,000
Total	$	1,609,000

At October 31, 2008, we had cash and prepaid expenses available in the amount of $257,672 and account payable and accrued liabilities of $74,112. We would have approximately $183,560 available after paying off the liabilities. We will require additional funds to implement our growth strategy in exploration operations over the next 12 months ending October 31, 2009. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. If we need and are unable to obtain additional financing, we could be forced to scale down or cease operations and investors could lose their entire investment in our common stock. We may continue to be unprofitable.

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.

Going Concern

The unaudited financial statements have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception, has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. 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 its operating objectives, confirmation of our company’s interests in the underlying properties, and the attainment of profitable operations. As at October 31, 2008, our company has accumulated losses of $17,731,088 of which $10,357,142 represents the write down on the Juniper Ridge property during the year ended July 31, 2008.

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, 2008, 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. The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.

Recently Issued Accounting Standards

In December 2007, the FASB issued SFAS 141R “Business Combinations” which is effective for fiscal years beginning after December 15, 2008. SFAS 141R, which will replace FAS 141, is applicable to business combinations consummated after the effective date of December 15, 2008. 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.

7

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 future 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. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provisions of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on the Company’s financial statements.

In December 2007, the FASB also issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, and 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 is not expected to have a material effect on the Company’s future reported financial position or results of operations.

In May 2008, the FASB issued SFAS 162 “The Hierarchy of Generally Accepted Accounting Principles” This Statement identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles (GAAP) in the United States (the GAAP hierarchy). This Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of this statement is not expected to have a material effect on the Company’s future reported financial position or results of operations.

Application of Critical Accounting Estimates

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:

8

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. Our company’s mineral rights are generally enforceable regardless of whether proven and probable reserves have been established. Our company has the ability and intent to renew mineral rights where the existing term is not sufficient to recover undeveloped mineral interests.

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. No write downs of mineral property interests were recorded during the quarters ended October 31, 2008 and 2007.

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.

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. At October 31, 2008, our company had not undertaken any drilling activity on its properties had not incurred significant reclamation obligations. As such, no asset retirement obligation accrual was made in the October 31, 2008 and 2007 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

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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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our principal executive officer 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 Quarterly report on Form 10-Q. 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.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation, our Chief Executive Officer has concluded that, subject to the inherent limitations noted in this Part (ii), Item 4, as of October 31, 2008, our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.

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Limitations on Effectiveness of Controls

Our Chief Executive Officer does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Material Weaknesses Identified

In connection with the preparation of our financial statements for the three months ended October 31, 2008, certain significant deficiencies in internal control became evident to management that impact upon the effectiveness of our disclosure controls and procedures, including:

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

Actions Taken and in Progress to Remediate Material Weaknesses

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the weaknesses described in this quarterly report. Such remediation activities include the following:

(i)	we have engaged a professional accounting firm to provide assistance in the review of stock based compensation expense calculation; and
(ii)	we have engaged a professional accounting firm to assist in the accounting of income taxes;

Changes in Internal Controls over Financial Reporting

The changes that we have made have materially affected our internal control over financial reporting. We believe that with the additional consultants we have significantly improved our internal controls over financial reporting during the three months ended October 31, 2008.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

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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.

Mineral operations are subject to applicable law and government regulation. Even if we discover a mineral resource in a commercially exploitable quantity, these laws and regulations could restrict or prohibit the exploitation of that mineral resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

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

There are several governmental regulations that materially restrict mineral exploration. We will be subject to the laws of the State of Wyoming as we carry out our exploration program. We may be required to obtain additional work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many risks. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.

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 spot price of uranium ranged from $10 per pound to $138 per pound, to the current spot price of $55 at December 1, 2008 per pound. 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 the Company’s 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. The 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, the Company could 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.

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.

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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 October 31, 2008 was $17,731,088. We had cash in the amount of $243,001 as of October 31, 2008 which is not expected to meet our planned cash requirements for the ensuing year. We cannot provide assurances that we will be able to successfully explore our properties and develop our business. 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, 2008. Our audited financial statements for the year ended July 31, 2008 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.

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.

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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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

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	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)
3.3	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)
3.4	Amended and Restated Bylaws (attached as an exhibit to our current report on Form 8-K, filed on September 18, 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)
14.1	Code of Ethics (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)

16

Exhibit Number	Description
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

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SIGNATURES

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

YELLOWCAKE MINING INC.

/s/ William Tafuri
By: William Tafuri
President, Chief Financial Officer, Secretary, Treasurer, and Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Dated: December 12, 2008