U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 2

Mark One

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

For the fiscal year ended February 29, 2008

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

For the transition period from ______ to _______

Commission File No. 000-52660

URANIUM INTERNATIONAL CORP.
______________________________________________
(Name of small business issuer in its charter)

Nevada 20-1769847
_________________________________ ___________________
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

10475 Park Meadows Drive, Suite 600
Lone Tree, Colorado 80124
________________________________________
(Address of principal executive offices)

(702) 279-2377
___________________________
(Issuer's telephone number)

Securities registered pursuant to Section Name of each exchange on which
12(b) of the Act: registered:
None

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

Common Stock, $0.001
____________________
(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (i) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (ii) has been
subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [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]

State issuers revenues for its most recent fiscal year $ -0-.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. May 19, 2008: $ 108,075,000

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

N/A

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court. Yes [X] No[ ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

Class Outstanding as of May 29, 2008
Common Stock, $0.001 54,037,500

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (i) any annual report to security holders;
(ii) any proxy or information statement; and (iii) any prospectus filed pursuant
to Rule 424(b) or (c) of the Securities Act of 1933 (the "Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.
annual reports to security holders for fiscal year ended December 24, 1990).

N/A

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

URANIUM INTERNATIONAL CORP.

Form 10-KSB

Part I.

Item 1. Description of Business 6

Item 2. Description of Property 23

Item 3. Legal Proceedings 24

Item 4. Submission of Matters to a Vote of Security Holders 24

Part II.

Item 5. Market for Common Equity and Related Stockholder Matters
and Small Business Issuer Purchases of Equity Securities 24

Item 6. Management's Discussion and Analysis and Plan of Operation 28

Item 7. Financial Statements 34

Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 56

Item 8A. Controls and Procedures 56

Item 8A(T). Controls and Procedures 57

Item 8B. Other Information 57

Part III

Item 9. Directors, Executive Officers, Promoters, Control Persons
and Corporate Governance; Compliance With Section 16(a) of
the Exchange Act 57

Item 10. Executive Compensation 61

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 63

Item 12. Certain Relationships and Related Transactions and Director
Independence 65

Item 13. Exhibits 66

Item 14. Principal Accountant Fees and Services 67

Signatures 68

Statements made in this Form 10-KSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.

This Annual Report is being amended in response to comments provided by the
Securities and Exchange Commission in its letter dated May 6, 2009. The
auditor's report has been revised and certain disclosure regarding historical
demonstrated resources has been deleted.

AVAILABLE INFORMATION

Uranium International Corp. files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the "Commission"). You may read and copy documents referred to in this Annual
Report on Form 10-KSB that have been filed with the Commission at the
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You
may obtain information on the operation of the Public Reference Room by calling
the Commission at 1-800-SEC-0330. You can also obtain copies of our Commission
filings by going to the Commission's website at http://www.sec.gov

GLOSSARY

ADIT - A horizontal excavation made into a hill that is usually driven for the
purpose of intersecting or mining an ore body.

ARKOSE - a feldspar-rich sandstone.

BRECCIA - A rock in which angular fragments are surrounded by a mass of
fine-grained minerals.

CHLORITIZATION - The conversion of or replacement by chlorite.

CUTOFF GRADE: The lowest grade of uranium ore, in percent U3O8, at a minimum
specified thickness that can be mined at a specified cost.

DIAMOND DRILLING - a type of rotary drilling in which diamond bits are used as
the rock-cutting tool to produce a recoverable drill core sample of rock for
observation and analysis.

ELECTRO-MAGNETIC ("EM") SURVEY - A geophysical survey method which measures the
electromagnetic properties of rocks.

FAULT - a fracture or break in rock along which there has been movement.

FLUVIAL: Of or pertaining to a river or rivers

GAMMA LOG - A type of survey that records the amount of radiation in the
surrounding rock.

GEOPHYSICAL SURVEY - A scientific method of prospecting that measures the
physical properties of rock formations. Common properties investigated include
magnetism, specific gravity, electrical conductivity and radioactivity.

GRADE GT - A factor used in the method to determine the contained resource of
uranium deposits. The number of cubic feet that comprise 1 ton of ore is
multiplied by the cut-off grade to obtain the GT (grade in %U3O8 times thickness
in ft).

GRANITE - any holocrystalline, quartz-bearing plutonic rock.

HEMATITE - An oxide of iron, and one of iron's most common ore minerals.

IGNIMBRITE - The rock formed by the widespread deposition and consolidation of
ash flows.

IN SITU LEACH MINING (ISL): The recovery through chemical leaching of uranium
from an ore body without physical extraction of the ore from the ground: also
referred to as "solution mining."

LENSE - A body of ore that is thick in the middle and tapers towards the ends.

NATIONAL INSTRUMENT 43-101 (NI 43-101) - A rule developed by the Canadian
Securities Administrators (CSA) and administered by the provincial securities
commissions in Canada that governs how issuers disclose scientific and technical
information about their mineral projects to the public. It covers oral
statements as well as written documents and websites. It requires that all
disclosure be based on advice by a "qualified person" and in some circumstances
that the person be independent of the issuer and the property. A qualified
person (QP) as defined in NI 43-101 as an individual who: (i) is an engineer or
geoscientist with at least five years of experience in mineral exploration, mine
development or operation or mineral project assessment, or any combination of
these; (ii) has experience relevant to the subject matter of the mineral project
and the technical report; and (iii) is a member in good standing of a
professional association.

PYROCLASTIC - Produced by explosive or aerial ejection of ash, fragments, and
glassy material from a volcanic vent. Applied to the rocks and rock layers as
well as to the textures so formed.

ROLL FRONT DEPOSIT - A sandstone uranium deposits formed in an aquifer through
which uranium bearing groundwater flows. The uranium and other metals dissolved
in the ground water precipitate out of the ground water and forms a uranium
deposit. Roll front deposits are most typically mined by in-situ methods.

SANDSTONE - A medium-grained sedimentary rock composed of abundant rounded or
angular fragments of sand size set in a fine-grained matrix and more or less
firmly united by a cementing material

SYNCLINE - A down-arching fold in bedded rocks

TUFF - A general term for all consolidated pyroclastic rocks.

U3O8 - Triuranium Octaoxide, the oxide form of uranium that is the most common
chemical form found in nature and is commercially mined for its uranium metal
content.

YELLOWCAKE: A natural uranium concentrate that takes its name from its color and
texture. Yellowcake typically contains 70 to 90 percent U3O8 by weight. It is
used as feedstock for uranium fuel enrichment and fuel pellet fabrication.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

Uranium International Corp. was incorporated under the laws of the State of
Nevada in October 2004 under the name "Ancor Resources Inc." We are engaged in
the business of acquisition and exploration of uranium properties in the United
States. As of the date of this Annual Report, our main focus is now the
identification, acquisition and exploration of uranium properties, which has
resulted in the acquisition of our interest in the properties discussed below.
We are an exploration stage company and there is no assurance that a
commercially viable mineral deposit exists on any of our properties, and that
further exploration will be required before a final evaluation as to the
economic and legal feasibility is determined.

Our shares of common stock trade on the Over-the-Counter Bulletin Board under
the symbol "URNI" and on the Frankfurt Exchange under the symbol "AN4, WKN NO.
A0MUN4".

Please note that throughout this Annual Report, and unless otherwise noted, the
words "we," "our," "us," the "Company," or "Uranium International Corp." refers
to Uranium International Corp.

2007 ARTICLES OF MERGER

On June 4, 2007, we filed Articles of Merger with the Nevada Secretary of State
(the "2007 Articles of Merger"). In accordance with the terms and provisions of
the 2007 Articles of Merger: (i) we effectuated a merger with our wholly-owned
subsidiary, Nu-Mex Uranium Corp. as a parent/subsidiary merger, whereby we were
the surviving corporation; (ii) the merger became effective as of June 6, 2007
pursuant to Section 92A.180 of the Nevada Revised Statutes; and (iii) our
Articles of Incorporation were amended to change our name to "Nu-Mex Uranium
Corp.". In accordance with Section 92.180 of the Nevada Revised Statutes,
shareholder approval was not required. We decided to change our name to better
reflect our focus on exploration for uranium.

2008 ARTICLES OF MERGER

On February 24, 2008, we filed Articles of Merger with the Nevada Secretary of
State (the "2008 Articles of Merger"). In accordance with the terms and
provisions of the 2008 Articles of Merger: (i) we effectuated a merger with our
wholly-owned subsidiary, Nu-Mex Uranium Corp., as a parent/subsidiary merger,

whereby we were the surviving corporation; (ii) the merger became effective
February 26, 2008 pursuant to Section 92A.180 of the Nevada Revised Statutes;
and (iii) our Articles of Incorporation were amended to change our name to
"Uranium International Corp." We filed an amendment to our Articles of
Incorporation (the "2008 Amendment"). In accordance with the 2008 Amendment, we
changed our name to "Uranium International Corp." In accordance with Section
92.180 of the Nevada Revised Statutes, shareholder approval was not required. We
decided to change our name to further better reflect our business as an
international resource exploration company and the focus on exploration for
uranium.

JUNE 2007 FORWARD STOCK SPLIT

On June 6, 2007, our Board of Directors pursuant to minutes of written consent
in lieu of a special meeting authorized and approved a forward stock split of
five for one (5:1) of our total issued and outstanding shares of common stock
(the "2007 Forward Stock Split"). Each of our shareholders holding one share of
common stock was entitled to receive an additional five shares of our restricted
common stock. The additional shares of our common stock to be issued to the
shareholders in accordance with the 2007 Forward Stock Split were mailed on
approximately June 8, 2007 without any action on the part of the shareholders.

The 2007 Forward Stock Split was effectuated based on market conditions and upon
a determination by our Board of Directors that the 2007 Forward Stock Split was
in our best interests and of the shareholders. In our judgment the 2007 Forward
Stock Split resulted in an increase in our trading float of shares of common
stock available for sale resulting in facilitation of investor liquidity and
trading volume potential. The intent of the 2007 Forward Stock Split was to
increase the marketability of our common stock.

The 2007 Forward Stock Split was effectuated with a record date of June 6, 2007
upon filing the appropriate documentation with NASDAQ. The 2007 Forward Stock
Split was implemented taking into account our authorized share capital and
number of issued and outstanding shares of common stock as of the Record Date.
Authorized share capital increased from 75,000,000 to 175,000,000 shares of
common stock and our total issued and outstanding common stock was increased
from 6,125,000 shares to 30,625,000 shares. The par value for our shares of
common stock remained the same at $0.001. See "Part II. Item 5. Market for
Common Equity and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities."

MARCH 2008 FORWARD STOCK SPLIT

In connection with the Articles of Merger filed on February 24, 2008 with the
Nevada Secretary of State and the change of our name to "Uranium International
Corp.", we simultaneously effectuated a forward stock split of 1.5 for one
(1.5:1) of our total issued and outstanding shares of common stock (the "2008
Forward Stock Split"). Each of our shareholders holding one share of common
stock was entitled to receive an additional 1.5 shares of our restricted common
stock. The additional shares of our common stock to be issued to the
shareholders in accordance with the 2008 Forward Stock Split were mailed on
approximately March 15, 2008 without any action on the part of the shareholders.

The 2008 Forward Stock Split was effectuated based on market conditions and upon
a determination by our Board of Directors that the 2008 Forward Stock Split was
in our best interests and of the shareholders. In our judgment the 2008 Forward
Stock Split will further result in an increase in our trading float of shares of
common stock available for sale resulting in facilitation of investor liquidity
and trading volume potential. The intent of the 2008 Forward Stock Split is to
further increase the marketability of our common stock.

The 2008 Forward Stock Split was effectuated with a record date of March 11,
2008 upon filing the appropriate documentation with NASDAQ. The 2008 Forward
Stock Split increased our issued and outstanding shares of common stock from
36,025,000 to approximately 54,037,500 shares of common stock. (The total number
of shares of common stock issued and outstanding had previously been 30,625,000
without taking into consideration any new issuances pursuant to the 2007 Forward
Stock Split). The current authorized share capital continued to be 375,000,000
shares of common stock with a par value of $0.001 per share. See "Part II. Item
5. Market for Common Equity and Related Stockholder Matters and Small Business
Issuer Purchases of Equity Securities."

TRANSFER AGENT

Our transfer agent is Empire Stock Transfer, Inc., 2470 Saint Rose Parkway,
Suite 304, Henderson, Nevada 89074

CURRENT BUSINESS OPERATIONS

We are an international resource exploration company currently engaged in the
acquisition and exploration of uranium projects with the goal of developing
producing uranium operations from a portfolio of significant uranium projects.
Our foundational group of assets consists of the Nose Rock Property and the
Dalton Pass Property as more fully described below. We have entered into
agreements with Strathmore Minerals Corp. to earn a 65% interest in each of the
two projects based on their joint-venture development.

URANIUM PROPERTIES

The location of our uranium properties is summarized as follows:

LOCATION RESOURCE TONNAGE %U308 LBS/U308
CLASSIFICATION GRADE

Grants Pass, New Mexico Historical: 6,694,127 .135 18,230,955
Demonstrated

Dalton Pass, New Mexico Historical: 3,929,000 .07 5,500,000
Demonstrated

NOSE ROCK, NEW MEXICO

Effective June 18, 2007, our Board of Directors authorized the execution of a
letter of intent dated June 14, 2007 (the "Letter of Intent") with Strathmore
Resources (US) Inc. ("Strathmore"). The Letter of Intent established the basic
terms upon which we would be prepared to enter into an option and joint venture

with Strathmore to explore and, if warranted, develop Strathmore's Nose Rock
properties located northeast of Crown Point within the Grants Mineral Belt in
the State of New Mexico (collectively, the "Nose Rock Property"). The Nose Rock
Property consists of approximately 5,000 acres of land. Further to the Letter of
Intent, our Board of Directors approved the execution of an option and joint
venture agreement dated September 14, 2007 (the "Nose Rock Option and Joint
Venture Agreement") with Strathmore.

Pursuant to the terms of the Nose Rock Option and Joint Venture Agreement: (i)
Strathmore will grant to us the sole and exclusive right to acquire up to a 65%
interest in the Nose Rock Property; (ii) we will pay $250,000 to Strathmore on
September 14, 2007 (the "Effective Date"), which as of the date of this Annual
Report has been paid; and (iii) issue to Strathmore 7,500,000 shares of our
restricted common stock on the Effective Date, which as of the date of this
Annual Report have been issued. See "Part II. Item 5. Market for Common Equity
and Related Stockholder Matters and Small Business Issuer Purchases of Equity
Securities."

In accordance with the further terms and provisions of the Nose Rock Option and
Joint Venture Agreement, we are required to incur a minimum of $44,500,000 in
work expenditures on the Nose Rock Property in accordance with the following
schedule: (i) $1,000,000 on or before the first anniversary of the Effective
Date; (ii) a further $1,000,000 on or before the second anniversary of the
Effective Date; (iii) a further $1,500,000 on or before the third anniversary of
the Effective Date; (iv) a further $10,000,000 on or before the fourth
anniversary of the Effective Date; (v) a further $10,000,000 on or before the
fifth anniversary of the Effective Date; and (vi) a further $10,000,000 on or
before the sixth anniversary of the Effective Date; and (vii) a further
11,000,000 on or before the seventh anniversary of the effective date. Within
sixty days of the fourth anniversary of the Effective Date, we will retain a
third party engineering firm to provide a Bankable Feasibility Study to
determine how best to proceed. Such evaluation will be conducted in accordance
with National Instrument 43-101 of the Canadian Securities Administrator. If the
third party evaluation results in a positive recommendation, then we and
Strathmore will agree to proceed on our respective pro-rata payments under a
joint venture.

The Nose Rock Option and Joint Venture Agreement further contemplates that
provided we are not in default: (i) we will have acquired a 25% interest in the
Nose Rock Property once we have incurred $13,500,000 of our total $44,500,000 in
work commitment expenditures; and (ii) we will have acquired an additional 40%
interest in the Nose Rock Property once we have incurred the remaining
$31,000,000 of our total $44,500,000 in work commitment expenditures. However,
subject to the terms of the Nose Rock Option and Joint Venture Agreement,
Strathmore has the right to retain or earn back a 16% interest in the Nose Rock
Property by paying $25,000,000 to us. Moreover, Strathmore will not be required
to contribute to the costs of exploration or development of the Nose Rock
Property until we acquire our full 65% interest (or our 49% interest if
Strathmore elects to retain or earn back a 16% interest). After we acquire our
full 65% interest (or our 49% interest if Strathmore elects to retain or earn
back a 16% interest), we will each then be required to contribute to the costs
with respect to the Nose Rock Property in accordance with each of our respective
proportionate share ownership in the Nose Rock Property.

DALTON PASS, NEW MEXICO

The Letter of Intent further established the basic terms upon which we would be
prepared to enter into an option and joint venture with Strathmore to explore
and, if warranted, develop Strathmore's Dalton Pass properties located between
the Church Rock and Crown Point uranium districts of the western Grants Mineral
Belt in the State of New Mexico (collectively, the "Dalton Pass Property"). The
Dalton Pass Property consists of 640 acres controlled by federal lode mining
claims. Nose Rock Property consists of approximately 5,000 acres of land.
Further to the Letter of Intent, our Board of Directors approved the execution
of an option and joint venture agreement dated October 5, 2007 (the "Dalton Pass
Option and Joint Venture Agreement") with Strathmore.

Pursuant to the terms and provisions of the Dalton Pass Option and Joint Venture
Agreement: (i) Strathmore has granted us the sole and exclusive right and option
to acquire up to a 65% interest in the Dalton Pass Property: and (ii) we will
pay $250,000 to Strathmore which, as of the date of this Annual Report, has been
paid.

In accordance with the further terms and provisions of the Dalton Pass Option
and Joint Venture Agreement, we are required to incur a minimum of $16,750,000
in work expenditures on the Dalton Pass Property (the "Expenditures") and make
additional payments of $1,000,000 in cash or stock to Strathmore in accordance
with the following schedule: (i) $1,000,000 in Expenditure Costs plus a $250,000
payment in cash or stock on or before October 5, 2008; (ii) a further $2,000,000
in Expenditure Costs plus a $250,000 payment in cash or stock on or before on or
October 5, 2009; (iii) a further $2,750,000 in Expenditure Costs plus a $250,000
payment in cash or stock on or before October 5, 2010; (iv) a further $3,000,000
in Expenditure Costs plus a $250,000 payment in cash or stock on or before
October 5, 2011; (v) a further $4,000,000 in Expenditure Costs on or before
October 5, 2012; and (vi) a further $4,000,000 in Expenditure Costs on or before
October 5, 2013.

The Dalton Pass Option and Venture Agreement further contemplates that we will
earn a 25% interest in the Dalton Pass Property once we have completed our
commitment of Expenditures in the amount of $8,750,000 and cash/stock of
$1,000,000) on or before October 5, 2011. We will earn an additional 40%
interest in the Dalton Pass Property once we have completed our additional
commitment of Expenditures in the amount of $8,000,000 on or before October 5,
2013. However, subject to the terms of the Dalton Pass Option and Venture
Agreement, Strathmore has the right to retain or earn back a 16% interest in the
Dalton Pass Property by paying $8,000,000 to us. Strathmore will not be required
to contribute to the costs of exploration and development of the Dalton Pass
Property until we acquire our full 65% interest (or our 49% interest if
Strathmore elects to retain or earn back a 16% interest). After we acquire our
full 65% interest (or our 49% interest if Strathmore elects to retain or earn
back a 16% interest), we will each then be required to contribute to the costs
with respect to the Dalton Pass Property in accordance with our respective
proportionate ownership interests in the Dalton Pass Property.

PROPOSED FUTURE BUSINESS OPERATIONS

Our current strategy is to complete further acquisition of additional uranium
opportunities which fall within the criteria of providing a geological basis for
development of mining initiatives that can provide near term revenue potential
and production cash flows to create expanding reserves. We anticipate that our
ongoing efforts, subject to adequate funding being available, will continue to
be focused on successfully concluding negotiations for additional interests in
uranium properties. We plan to build a strategic base of producing uranium
properties.

Our ability to continue to complete planned exploration activities and expand
acquisitions and explore mining opportunities is dependent on adequate capital
resources being available and further sources of debt and equity being obtained.

ACQUISITION AND EXPLORATION OF URANIUM PROPERTIES

The requirement to raise further funding for uranium acquisition and exploration
beyond that obtained for the next six month period may be dependent on the
outcome of geological and engineering testing occurring over this interval.
Based upon the completion of current property evaluations on the Nose Rock
Property and the Dalton Pass Property, and if results provide the basis to
continue and geological studies indicate high probabilities of sufficient
uranium production quantities, we will attempt to raise capital to further our
programs, build production infrastructure, and raise additional capital for
further acquisitions. This includes the following activity:

o Review all available information and studies.

o Digitize all available factual information.

o Complete an NI 43-101 Compliant Report with a qualified geologist
familiar with uranium mineralization in the Grants Mineral Belt.

o Determine feasibility and amenability of extracting the uranium ore
via an ISL operation.

o Create investor communications materials, corporate identity.

o Raise funding for uranium exploration.

o Target further leases for exploration potential and obtain further
funding to acquire new targets.

MATERIAL AGREEMENTS

PMB+HELIN DONOVAN

Effective on May 16, 2008, our Board of Directors authorized the engagement of
PMB+Helin Donovan (""PMBHD") in accordance with the terms and provisions set
forth in that certain letter agreement dated May 16, 2008 (the "Agreement"). We
engaged PMBHD to render services and related reports to us in order to ensure
compliance with Section 404 of the Sarbanes-Oxley Act of 2002. In accordance
with the terms and provisions of the Agreement, PMBHD shall perform certain
services including, but not limited to, the following: (i) conduct a full
review of our management governance process; (ii) assemble a project team to
conduct an evaluation of the project; (iii) document and evaluate internal
control; (iv) assist management in the development of policies and procedures;
(v) document and evaluate procedures and processes at the transactional level;
(vi) development independent testing procedures; and (vii) establish a
remediation plan and coordinate implementation. We shall pay for such services
on an hourly basis.

NWT ARRANGEMENT AGREEMENT

On December 20, 2007, we entered into an arrangement agreement (the "Arrangement
Agreement") with NWT Uranium Corp. ("NWT"). In accordance with the terms and
provisions of the Arrangement Agreement: (i) by way of a statutory and court
approved plan of arrangement under the Business Corporations Act (Ontario), we
were to acquire all of the total issued and outstanding shares of common stock
of NWT; (ii) we were to issue one-third (1/3) of one share of our restricted
common stock for every acquired issued and outstanding share of common stock of
NWT; (iii) the transaction was subject to us arranging financing of not less
than $10,000,000 and up to $25,000,000, which financing was to close
concurrently with consummation of the transaction; (iv) the transaction was
subject to receipt by NWT of a favorable fairness opinion, which was received;
and (v) the transaction was subject to our shares of common stock being listing
on a Canadian stock exchange.

On February 13, 2008, and as a result of market circumstances and conditions, we
mutually agreed to terminate the Arrangement Agreement. Our Board of Directors
approved and authorized the execution of a termination and mutual release
agreement (the "Release'). In accordance with the terms and provisions of the
Release, each party released one another from any and all liabilities and
obligations relating to the Arrangement Agreement and the proposed transaction
thereunder.

COMPETITION

We operate in a highly competitive industry, competing with other mining and
exploration companies, and institutional and individual investors, which are
actively seeking uranium based exploration properties throughout the world
together with the equipment, labour and materials required to exploit such
properties. Many of our competitors have financial resources, staff and
facilities substantially greater than ours. The principal area of competition is
encountered in the financial ability to cost effectively acquire prime uranium
exploration prospects and then exploit such prospects. Competition for the
acquisition of uranium exploration properties is intense, with many properties
available in a competitive bidding process in which we may lack technological

information or expertise available to other bidders. Therefore, we may not be
successful in acquiring and developing profitable properties in the face of this
competition. No assurance can be given that a sufficient number of suitable
uranium exploration properties will be available for acquisition and
development.

URANIUM EXPLORATION REGULATION

Our uranium exploration activities are, or will be, subject to extensive foreign
laws and regulations governing prospecting, development, production, exports,
taxes, labor standards, occupational health, waste disposal, protection and
remediation of the environment, protection of endangered and protected species,
mine safety, toxic substances and other matters. Uranium exploration is also
subject to risks and liabilities associated with pollution of the environment
and disposal of waste products occurring as a result of uranium exploration and
production. Compliance with these laws and regulations may impose substantial
costs on us and will subject us to significant potential liabilities. Changes in
these regulations could require us to expend significant resources to comply
with new laws or regulations or changes to current requirements and could have a
material adverse effect on our business operations.

Exploration activities are subject to certain environmental regulations which
may prevent or delay the commencement or continuance of our operations. Our
activities may be subject to certain federal, state and local laws and
regulations, relating to environmental quality and pollution control. Such laws
and regulations increase the costs of these activities and may prevent or delay
the commencement or continuance of a given operation. Compliance with these laws
and regulations does not appear to have a future material effect on our
operations or financial condition to date. Specifically, we may be subject to
legislation regarding emissions into the environment, water discharges and
storage and disposition of hazardous wastes. However, such laws and regulations,
whether national or local, are frequently changed and we are unable to predict
the ultimate cost of compliance. Generally, environmental requirements do not
appear to affect us any differently or to any greater or lesser extent than
other companies in the industry and our current operations have not expanded to
a point where either compliance or cost of compliance with environmental
regulation is a significant issue for us. Costs have not been incurred to date
with respect to compliance with environmental laws but such costs may be
expected to increase with an increase in scale and scope of exploration.

Uranium exploration operations are subject to comprehensive regulation which may
cause substantial delays or require capital outlays in excess of those
anticipated causing an adverse effect on our business operations. Uranium
exploration operations are subject to foreign, federal, state, and local laws
relating to the protection of the environment, including laws regulating removal
of natural resources from the ground and the discharge of materials into the
environment. Uranium exploration operations are also subject to federal, state,
and local laws and regulations which seek to maintain health and safety
standards by regulating the design and use of mining methods and equipment.
Various permits from government bodies are required for mining operations to be
conducted; no assurance can be given that such permits will be received.
Environmental standards imposed by federal, state, or local authorities may be
changed and any such changes may have material adverse effects on our
activities. Moreover, compliance with such laws may cause substantial delays or
require capital outlays in excess of those anticipated, thus causing an adverse
effect on us. Additionally, we may be subject to liability for pollution or

other environmental damages which we may elect not to insure against due to
prohibitive premium costs and other reasons. As of the date of this Annual
Report, we have not been required to spend any material amount on compliance
with environmental regulations. However, we may be required to do so in future
and this may affect our ability to expand or maintain our operations.

RESEARCH AND DEVELOPMENT ACTIVITIES

No research and development expenditures have been incurred, either on our
account or sponsored by customers, during the past three years.

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis. Richard M.
Cherry is our President and Chief Executive Officer, and Henry Martyn Fowlds is
our Chief Financial Officer and Treasurer. These individuals are primarily
responsible for all of our day-to-day operations. Other services are provided by
outsourcing and consultant and special purpose contracts.

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 evaluating our company and its business before
purchasing shares of our common stock. Our business, operating results and
financial condition could be seriously harmed due to any of the following risks.
The risks described below are all of the material risks that we are currently
aware of that are facing our company. Additional risks not presently known to us
may also impair our business operations. You could lose all or part of your
investment due to any of these risks.

RISKS RELATED TO OUR BUSINESS

WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER
EXPLORATION.

We will require significant additional financing in order to continue our
exploration activities and our assessment of the commercial viability of our
uranium properties. Furthermore, if the costs of our planned exploration
programs are greater than anticipated, we may have to seek additional funds
through public or private share offerings or arrangements with corporate
partners. There can be no assurance that we will be successful in our efforts to
raise these require funds, or on terms satisfactory to us. The continued
exploration of current and future uranium properties and the development of our
business will depend upon our ability to establish the commercial viability of
our uranium properties and to ultimately develop cash flow from operations and
reach profitable operations. We currently are in the exploration stage and we
have no revenue from operations and we are experiencing significant negative
cash flow. Accordingly, the only other sources of funds presently available to
us are through the sale of equity. We presently believe that debt financing will
not be an alternative to us as all of our properties are in the exploration
stage. Alternatively, we may finance our business by offering an interest in any
of our future uranium properties to be earned by another party or parties
carrying out further exploration and development thereof or to obtain project or
operating financing from financial institutions, neither of which is presently
intended. If we are unable to obtain this additional financing, we will not be

able to continue our exploration activities and our assessment of the commercial
viability of our uranium properties. Further, if we are able to establish that
development of our uranium properties is commercially viable, our inability to
raise additional financing at this stage would result in our inability to place
our uranium properties into production and recover our investment. We may not
discover commercially exploitable quantities of uranium on our properties that
would enable us to enter into commercial production, and achieve revenues and
recover the money we spend on exploration.

Our properties do not contain reserves in accordance with the definitions
adopted by the Securities and Exchange Commission, and there is no assurance
that any exploration programs that we out will establish reserves. Our uranium
properties are in the exploration stage as opposed to the development stage and
have no known body of economic mineralization. The known mineralization at these
projects has not yet been determined, and may never be determined to be
economic. We plan to conduct further exploration activities on our uranium
properties, which future exploration may include the completion of feasibility
studies necessary to evaluate whether commercial mineable uranium exists on any
of our properties. There is a substantial risk that these exploration activities
will not result in discoveries of commercially recoverable quantities of
uranium. Any determination that our properties contain commercially recoverable
quantities of uranium may not be reached until such time that final
comprehensive feasibility studies have been concluded that establish that a
potential mine is likely to be economical. There is a substantial risk that any
preliminary or final feasibility studies carried out by us will not result in a
positive determination that our uranium properties can be commercially
developed.

OUR EXPLORATION ACTIVITIES ON OUR URANIUM PROPERTIES MAY NOT BE
COMMERCIALLY SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR PLANS TO
DEVELOP THE PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our long-term success depends on our ability to establish commercially
recoverable quantities of uranium on our properties that can then be developed
into commercially viable mining operations. Mineral exploration is highly
speculative in nature, involves many risks and is frequently non-productive.
These risks include unusual or unexpected geologic formations, and the inability
to obtain suitable or adequate machinery, equipment or labor. The success of
uranium exploration is determined in part by the following factors:

o identification of potential mineralization based on superficial
analysis;

o availability of government-granted exploration permits;

o the quality of management and geological and technical expertise; and

o the capital available for exploration.

Substantial expenditures are required to establish proven and probable reserves
through drilling and analysis, to develop processes to extract the uranium, and
to develop the mining and processing facilities and infrastructure at any chosen
site. Whether a uranium deposit will be commercially viable depends on a number
of factors, which include, without limitation, the particular attributes of the
deposit, such as size, grade and proximity to infrastructure; uranium prices,
which fluctuate widely; and government regulations, including, without
limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of uranium and environmental protection. We may

invest significant capital and resources in exploration activities and abandon
such investments if it is unable to identify commercially exploitable uranium
reserves. The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any assurance to investors that we will discover or acquire any mineralized
uranium in sufficient quantities on any of our properties to justify commercial
operations. Further, we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially recoverable quantities
of uranium on our properties.

URANIUM PRICES MAY NOT SUPPORT CORPORATE PROFIT.

Uranium prices have been highly volatile, and are affected by numerous
international economic and political factors which we have no control. The price
of uranium has varied over the last four years from approximately $10.00 per
pound to a high of $138.00 per pound to the current price of approximately
$90.00 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 our control, including the demand for nuclear power, increased supplies
from both existing and new uranium mines, sales of uranium from existing
government stockpiles, and political and economic conditions. Our long-term
success is highly dependent upon the price of uranium, as the economic
feasibility of any ore body discovered on its properties would in large part be
determined by the prevailing market price of uranium. If a profitable market
does not exist, we could have to cease operations.

OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE A LIMITED
OPERATING HISTORY.

In considering whether to invest in our common stock, you should consider that
our inception was October 11, 2004 and, as a result, there is only limited
historical financial and operating information available on which to base your
evaluation of our performance. In addition, we have only recently acquired or
will acquire our primary uranium exploration prospects located in New Mexico and
elsewhere with limited experience in early stage exploration efforts.

WE HAVE A HISTORY OF OPERATING LOSSES AND THERE CAN BE NO ASSURANCES WE
WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses, expect to continue to incur losses, and
may never be profitable, and we must be considered to be in the exploration
stage. Further, we have been dependent on sales of our equity securities and
debt financing to meet our cash requirements. We have incurred losses totaling
approximately $15,155,373 from October 11, 2004 (inception) to February 29,
2008. As of February 29, 2008, we had an accumulated deficit of $15,155,373 and
had incurred losses of approximately $15,075,151 during fiscal year ended
February 29, 2008. Further, we do not expect positive cash flow from operations
in the near term. There is no assurance that actual cash requirements will not
exceed our estimates. In particular, additional capital may be required in the
event that: (i) the costs to acquire additional uranium exploration claims are
more than we currently anticipate; (ii) exploration and or future potential
mining costs for additional claims increase beyond our expectations; or (iii) we
encounter greater costs associated with general and administrative expenses or
offering costs.

FUTURE PARTICIPATION IN AN INCREASED NUMBER OF URANIUM EXPLORATION
PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

The uncertainty and factors described throughout this section may impede our
ability to economically discover, acquire, develop and/or exploit uranium
prospects. As a result, we may not be able to achieve or sustain profitability
or positive cash flows from operating activities in the future.

The financial statements for the fiscal years ended February 29, 2008 and
February 28, 2007 have been prepared "assuming that the Company will continue as
a going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business. Our ability
to continue as a going concern is dependent on raising additional capital to
fund our operations and ultimately on generating future profitable operations.
There can be no assurance that we will be able to raise sufficient additional
capital or eventually have positive cash flow from operations to address all of
our cash flow needs. If we are not able to find alternative sources of cash or
generate positive cash flow from operations, our business and shareholders will
be materially and adversely affected. See "Item 6. Management's Discussion and
Analysis or Plan of Operation - Going Concern."

WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

Based upon our historical losses from operations, we will require additional
funding in the future. If we cannot obtain capital through financings or
otherwise, our ability to execute our exploration programs will be greatly
limited. The terms and provisions of the respective Nose Rock Option and Venture
Agreement and the Dalton Pass Option and Venture Agreement and our current plans
require us to make substantial capital expenditures for the exploration of our
uranium exploration properties. Historically, we have funded our operations
through the issuance of equity and short-term debt financing arrangements. We
may not be able to obtain additional financing on favorable terms, if at all.
Our future cash flows and the availability of financing will be subject to a
number of variables, including potential production and the market prices of
uranium. Further, debt financing could lead to a diversion of cash flow to
satisfy debt-servicing obligations and create restrictions on business
operations. If we are unable to raise additional funds, it would have a material
adverse effect upon our operations.

AS PART OF OUR GROWTH STRATEGY, WE INTEND TO ACQUIRE ADDITIONAL URANIUM
EXPLORATION PROPERTIES.

Such acquisitions may pose substantial risks to our business, financial
condition, and results of operations. In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive properties. Even if we are successful in acquiring
additional properties, some of the properties may not produce positive results
of exploration, or we may not complete exploration of such prospects within
specified time periods may cause the forfeiture of the lease in that prospect.
There can be no assurance that we will be able to successfully integrate
acquired properties, which could result in substantial costs and delays or other
operational, technical, or financial problems. Further, acquisitions could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from operations.

WE ARE RELATIVELY A NEW ENTRANT INTO THE URANIUM EXPLORATION INDUSTRY
WITHOUT PROFITABLE OPERATING HISTORY.

Since inception, our activities have been limited to organizational efforts and
obtaining working capital. It has only been since 2007 that our business
operations and focus is on acquiring and developing a very limited number of
properties. As a result, there is limited information regarding production or
revenue generation. As a result, our future revenues may be limited. The
business of uranium acquisition and exploration is subject to many risks and if
uranium is found in economic production quantities, the potential profitability
of future possible mining ventures depends upon factors beyond our control. The
potential profitability of mining uranium properties if economic quantities of
uranium is found is dependent upon many factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground and water conditions and
adverse claims to water rights; (ii) geological problems; (iii) metallurgical
and other processing problems; (iv) the occurrence of unusual weather or
operating conditions and other force majeure events; (v) lower than expected
grades of uranium; (vi) accidents; (vii) delays in the receipt of or failure to
receive necessary government permits; (viii) delays in transportation; (ix)
labor disputes; (x) government permit restrictions and regulation restrictions;
(xi) unavailability of materials and equipment; and (xii) the failure of
equipment or processes to operate in accordance with specifications or
expectations.

THE RISKS ASSOCIATED WITH EXPLORATION AND, IF APPLICABLE, MINING COULD
CAUSE PERSONAL INJURY OR DEATH, ENVIRONMENTAL DAMAGE, DELAYS IN MINING,
MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

We are not currently engaged in mining operations because we are in the
exploration phase and have not yet any proved uranium reserves. We do not
presently carry property and liability insurance. Cost effective insurance
contains exclusions and limitations on coverage and may be unavailable in some
circumstances.

THE URANIUM EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND
THERE IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL.

The uranium exploration and mining industry is intensely competitive, and we
compete with other companies that have greater resources. Many of these
companies not only explore for and produce uranium, but also market uranium and
other products on a regional, national or worldwide basis. These companies may
be able to pay more for productive uranium properties and exploratory prospects
or define, evaluate, bid for and purchase a greater number of properties and
prospects than our financial or human resources permit. In addition, these
companies may have a greater ability to continue exploration activities during
periods of low uranium market prices. Our larger competitors may be able to
absorb the burden of present and future foreign, federal, state, local and other
laws and regulations more easily than we can, which would adversely affect our
competitive position. Our ability to acquire additional properties and to
discover productive prospects in the future will be dependent upon our ability
to evaluate and select suitable properties and to consummate transactions in a

highly competitive environment. In addition, because we have fewer financial and
human resources than many companies in our industry, we may be at a disadvantage
in bidding for exploratory prospects and producing uranium properties.

THE MARKETABILITY OF URANIUM WILL BE AFFECTED BY NUMEROUS FACTORS
BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE
RETURN ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

The marketability of uranium which may be acquired or discovered by us will be
affected by numerous factors beyond our control. These factors include
macroeconomic factors, market fluctuations in commodity pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of uranium and environmental protection regulations. The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.

URANIUM MINING OPERATIONS ARE SUBJECT TO COMPREHENSIVE REGULATION,
WHICH MAY CAUSE SUBSTANTIAL DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS
OF THOSE ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS
OPERATIONS.

If economic quantities of uranium is found by us in sufficient quantities to
warrant mining operations, such mining operations are subject to foreign,
federal, state, and local laws relating to the protection of the environment,
including laws regulating removal of natural resources from the ground and the
discharge of materials into the environment. Uranium mining operations are also
subject to foreign, federal, state, and local laws and regulations which seek to
maintain health and safety standards by regulating the design and use of mining
methods and equipment. Various permits from government bodies are required for
mining operations to be conducted; no assurance can be given that such permits
will be received. Environmental standards imposed by federal, provincial, or
local authorities may be changed and any such changes may have material adverse
effects on our activities. Moreover, compliance with such laws may cause
substantial delays or require capital outlays in excess of those anticipated,
thus resulting in an adverse effect on us. Additionally, we may be subject to
liability for pollution or other environmental damages which we may elect not to
insure against due to prohibitive premium costs and other reasons. To date we
have not been required to spend material amounts on compliance with
environmental regulations. However, we may be required to do so in future and
this may affect our ability to expand or maintain our operations.

URANIUM EXPLORATION AND MINING ACTIVITIES ARE SUBJECT TO CERTAIN
ENVIRONMENTAL REGULATIONS, WHICH MAY PREVENT OR DELAY THE COMMENCEMENT
OR CONTINUANCE OF OUR OPERATIONS.

Uranium exploration and future potential uranium mining operations are or will
be subject to stringent federal, state, provincial, and local laws and
regulations relating to improving or maintaining environmental quality. Our
global operations are also subject to many environmental protection laws.
Environmental laws often require parties to pay for remedial action or to pay
damages regardless of fault. Environmental laws also often impose liability with
respect to divested or terminated operations, even if the operations were
terminated or divested of many years ago.

Future potential uranium mining operations and current exploration activities
are or will be subject to extensive laws and regulations governing prospecting,
development, production, exports, taxes, labor standards, occupational health,
waste disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Uranium mining is also subject to risks and liabilities associated with
pollution of the environment and disposal of waste products occurring as a
result of uranium exploration and production. Compliance with these laws and
regulations will impose substantial costs on us and will subject us to
significant potential liabilities.

THE NAVAJO NATION HAS BANNED URANIUM MINING IN "INDIAN COUNTRY" AND HAS
THREATENED LEGAL ACTION AGAINST URANIUM MINING IN THE AREA OF THE
RESERVATION, WHICH MAY INCLUDE THE NOSE ROCK PROPERTY AND THE DALTON
PASS PROPERTY

The Navajo Nation Council passed the Dine Natural Resources Protection Act of
2005 in April 2005, which prohibits uranium mining and processing on any sites
within the reservation and "Indian Country". Indian Country defines certain
lands which, although not within the Navajo reservation but within close
proximity to Navajo lands that contain a "dependent Indian community", may fall
under the Navajo regulations. The legal determination of which areas and
properties are contained within "Indian Country" is a matter of dispute. Our
Nose Rock Property and Dalton Pass Property are situated on State or Federal
land but lie in close proximity to the Navajo nation. These properties have not
at this time been determined to be within "Indian Country". However, if the
Federal Government does ultimately determine that our properties in New Mexico
lie in Indian Country, the ban may prevent us from exploring or developing the
properties so defined until the legal and jurisdictional issues are resolved,
either through negotiation or through the courts.

COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY
INCREASE WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

We believe that our operations currently comply, in all material respects, with
all applicable environmental regulations. However, we are not fully insured at
the current date against possible environmental risks.

ANY CHANGE IN GOVERNMENT REGULATION/ADMINISTRATIVE PRACTICES MAY HAVE A
NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

The laws, regulations, policies or current administrative practices of any
government body, organization or regulatory agency in any applicable
jurisdiction, may be changed, applied or interpreted in a manner which will
fundamentally alter our ability to carry on business. The actions, policies or
regulations, or changes thereto, of any government body or regulatory agency, or
other special interest groups, may have a detrimental effect on us. Any or all
of these situations may have a negative impact on our ability to operate and/or
our profitably.

WE MAY BE UNABLE TO RETAIN KEY EMPLOYEES OR CONSULTANTS OR RECRUIT
ADDITIONAL QUALIFIED PERSONNEL.

Our extremely limited personnel means that we would be required to spend
significant sums of money to locate and train new employees in the event any of
our employees resign or terminate their employment with us for any reason. Due
to our limited operating history and financial resources, we are entirely
dependent on the continued service of Richard M. Cherry, our President/Chief
Executive Officer and a director, and Henry Martyn Fowlds, our Chief Financial
Officer and a director. Further, we do not have key man life insurance on any of
these individuals. We may not have the financial resources to hire a replacement
if any of our officers were to die. The loss of service of any of these
employees could therefore significantly and adversely affect our operations.

OUR OFFICERS AND DIRECTORS MAY BE SUBJECT TO CONFLICTS OF INTEREST.

Our officers and directors serve only part time and are subject to conflicts of
interest. Each of our executive officers and directors serves only on a part
time basis. Each devotes part of his working time to other business endeavors,
including consulting relationships with other corporate entities, and has
responsibilities to these other entities. Such conflicts include deciding how
much time to devote to our affairs, as well as what business opportunities
should be presented to us. Because of these relationships, our officers and
directors may be subject to conflicts of interest.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS
FROM CERTAIN TYPES OF LAWSUITS.

Nevada law provides that our officers and directors will not be liable to us or
our stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other circumstances.

RISKS RELATED TO OUR COMMON STOCK

SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK INTO THE
PUBLIC MARKET BY CERTAIN STOCKHOLDERS MAY RESULT IN SIGNIFICANT
DOWNWARD PRESSURE ON THE PRICE OF OUR COMMON STOCK AND COULD AFFECT
YOUR ABILITY TO REALIZE THE CURRENT TRADING PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of our common stock in the public market
by certain stockholders could cause a reduction in the market price of our
common stock. As of the date of this Annual Report, we have 54,037,500 shares of
common stock issued and outstanding. Of the total number of issued and
outstanding shares of common stock, certain stockholders are able to resell up
to 4,125,000 pre-Forward Stock Split (30,937,500 post-Forward Stock Split)

shares of our common stock pursuant to the Registration Statement declared
effective on May 10, 2006 and are available for immediate resale which could
have an adverse effect on the price of our common stock.

As of the date of this Annual Report, there are 22,700,000 outstanding shares of
our common stock that are restricted securities as that term is defined in Rule
144 under the Securities Act of 1933, as amended (the "Securities Act").
Although the Securities Act and Rule 144 place certain prohibitions on the sale
of restricted securities, restricted securities may be sold into the public
market under certain conditions. See "Item 5. Market for Common Equity and
Related Stockholder Matters."

Any significant downward pressure on the price of our common stock as the
selling stockholders sell their shares of our common stock could encourage short
sales by the selling stockholders or others. Any such short sales could place
further downward pressure on the price of our common stock.

THE TRADING PRICE OF OUR COMMON STOCK ON THE OTC BULLETIN BOARD WILL
FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING
THEIR SHARES.

As of the date of this Annual Report, our common stock trades on the
Over-the-Counter Bulletin Board. There is a volatility associated with Bulletin
Board securities in general and the value of your investment could decline due
to the impact of any of the following factors upon the market price of our
common stock: (i) disappointing results from our discovery or development
efforts; (ii) failure to meet our revenue or profit goals or operating budget;
(iii) decline in demand for our common stock; (iv) downward revisions in
securities analysts' estimates or changes in general market conditions; (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations; (vii) investor perception of our industry
or our prospects; and (viii) general economic trends.

In addition, stock markets have experienced price and volume fluctuations and
the market prices of securities have been highly volatile. These fluctuations
are often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your investment.

ADDITIONAL ISSUANCE OF EQUITY SECURITIES MAY RESULT IN DILUTION TO OUR
EXISTING STOCKHOLDERS.

Our Articles of Incorporation authorize the issuance of 375,000,000 shares of
common stock. Common stock is our only authorized class of stock. The board of
directors has the authority to issue additional shares of our capital stock to
provide additional financing in the future and the issuance of any such shares
may result in a reduction of the book value or market price of the outstanding
shares of our common stock. If we do issue any such additional shares, such
issuance also will cause a reduction in the proportionate ownership and voting
power of all other stockholders. As a result of such dilution, your
proportionate ownership interest and voting power will be decreased accordingly.
Further, any such issuance could result in a change of control.

OUR COMMON STOCK IS CLASSIFIED AS A "PENNY STOCK" UNDER SEC RULES WHICH
LIMITS THE MARKET FOR OUR COMMON STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those 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 trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.

A MAJORITY OF OUR DIRECTORS AND OFFICERS ARE OUTSIDE THE UNITED STATES,
WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE
WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF
OUR DIRECTORS OR OFFICERS.

A majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States. As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States or Canada any judgments obtained
against us or our officers or directors, including judgments predicated upon the
civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian court predicated upon the
civil liability provisions of the securities laws of the United States.

ITEM 2. DESCRIPTION OF PROPERTY

We lease our principal office space located at 10475 Park Meadows Drive, Suite
600, Lone Tree, Colorado 80124. This office space is for the conduct of our
business operations and costs us approximately $1,000 monthly. The office and
services related thereto may be cancelled at any time with a thirty day notice.

ITEM 3. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any
governmental authority or any other party involving us or our properties. As of
the date of this Annual Report, no director, officer or affiliate is (i) a party
adverse to us in any legal proceeding, or (ii) has an adverse interest to us in
any legal proceedings. Management is not aware of any other legal proceedings
pending or that have been threatened against us or our properties.

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

During fiscal year ended February 29, 2008, no matters were submitted to our
stockholders for approval.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR COMMON EQUITY

Shares of our common stock commenced trading on the OTC Bulletin Board under the
symbol "URNI:OB" on approximately June 20, 2007. The market for our common stock
is limited, and can be volatile. The following table sets forth the high and low
bid prices relating to our common stock on a quarterly basis for the periods
indicated as quoted by the NASDAQ stock market. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions.

MONTH ENDED HIGH BID LOW BID

February 29, 2008 $2.00. $2.00.
November 30, 2007 $3.49 $3.33
August 31, 2007 $2.06 $2.00

As of May 29, 2008, we had 37 shareholders of record, which does not include
shareholders whose shares are held in street or nominee names.

DIVIDEND POLICY

No dividends have ever been declared by the Board of Directors on our common
stock. Our losses do not currently indicate the ability to pay any cash
dividends, and we do not indicate the intention of paying cash dividends either
on our common stock in the foreseeable future.

FORWARD STOCK SPLITS

JUNE 2007 FORWARD STOCK SPLIT

On June 6, 2007, our Board of Directors pursuant to minutes of written consent
in lieu of a special meeting authorized and approved the "2007 Forward Stock
Split". Each of our shareholders holding one share of common stock was entitled

to receive an additional five shares of our restricted common stock. The
additional shares of our common stock to be issued to the shareholders in
accordance with the 2007 Forward Stock Split were mailed on approximately June
8, 2007 without any action on the part of the shareholders.

The 2007 Forward Stock Split was effectuated with a record date of June 6, 2007
upon filing the appropriate documentation with NASDAQ. The 2007 Forward Stock
Split was implemented taking into account our authorized share capital and
number of issued and outstanding shares of common stock as of the Record Date.
Authorized share capital increased from 75,000,000 to 375,000,000 shares of
common stock and our total issued and outstanding common stock was increased
from 6,125,000 shares to 30,625,000 shares. The par value for our shares of
common stock remained the same at $0.001.

MARCH 2008 FORWARD STOCK SPLIT

In connection with the Articles of Merger filed on February 24, 2008 with the
Nevada Secretary of State and the change of our name to "Uranium International
Corp.", we simultaneously effectuated the "2008 Forward Stock Split". Each of
our shareholders holding one share of common stock was entitled to receive an
additional 1.5 shares of our restricted common stock. The additional shares of
our common stock to be issued to the shareholders in accordance with the 2008
Forward Stock Split were mailed on approximately March 15, 2008 without any
action on the part of the shareholders.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

We have one equity compensation plan, the Mainland Resources Inc. 2008 Stock
Option Plan (the "2008 Plan"). The table set forth below presents information
relating to our equity compensation plans as of the date of this Annual Report:

NUMBER OF SECURITIES
NUMBER OF SECURITIES REMAINING AVAILABLE
TO BE ISSUED UPON WEIGHTED-AVERAGE FOR FUTURE ISSUANCE
EXERCISE OF EXERCISE PRICE OF UNDER EQUITY
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, COMPENSATION PLANS
WARRANTS AND RIGHTS WARRANTS AND RIGHTS (EXCLUDING COLUMN
PLAN CATEGORY (A) (B) (A))
_________________________________________________________________________________________________

Equity Compensation
Plans Approved by
Security Holders -0- -0- -0-

Equity Compensation
Plans Not Approved
by Security Holders -0- -0- -0-

2008 Stock Option Plan 2,750,000 $1.75 2,250,000

Warrants 300,000 $2.00 n/a

2008 STOCK OPTION PLAN

On April 2, 2008, our Board of Directors authorized and approved the adoption of
the 2008 Plan effective April 2, 2008, under which an aggregate of 5,000,000 of
our shares of common stock may be issued.

The purpose of the 2008 Plan is to enhance our long-term stockholder value by
offering opportunities to our directors, officers, employees and eligible
consultants to acquire and maintain stock ownership in order to give these
persons the opportunity to participate in our growth and success, and to
encourage them to remain in our service.

The 2008 Plan is to be administered by our Board of Directors or a committee
appointed by and consisting of one or more members of the Board of Directors,
which shall determine (i) the persons to be granted Stock Options under the 2008
Plan; (ii) the number of shares subject to each option, the exercise price of
each Stock Option; and (iii) whether the Stock Option shall be exercisable at
any time during the option period up to ten (10) years or whether the Stock
Option shall be exercisable in installments or by vesting only. The 2008 Plan
provides authorization to the Board of Directors to grant Stock Options to
purchase a total number of shares of Common Stock of the Company, not to exceed
2,200,00 shares as at the date of adoption by the Board of Directors of the 2008
Plan. At the time a Stock Option is granted under the 2008 Plan, the Board of
Directors shall fix and determine the exercise price at which shares of our
common stock may be acquired.

In the event an optionee ceases to be employed by or to provide services to us
for reasons other than cause, retirement, disability or death, any Stock Option
that is vested and held by such optionee generally may be exercisable within up
to ninety (90) calendar days after the effective date that his position ceases,
and after such 90-day period any unexercised Stock Option shall expire. In the
event an optionee ceases to be employed by or to provide services to us for
reasons of retirement, disability or death, any Stock Option that is vested and
held by such optionee generally may be exercisable within up to one-year after
the effective date that his position ceases, and after such one-year period any
unexercised Stock Option shall expire.

No Stock Options granted under the Stock Option Plan will be transferable by the
optionee, and each Stock Option will be exercisable during the lifetime of the
optionee subject to the option period up to ten (10) years or limitations
described above. Any Stock Option held by an optionee at the time of his death
may be exercised by his estate within one (1) year of his death or such longer
period as the Board of Directors may determine.

The exercise price of a Stock Option granted pursuant to the 2008 Plan shall be
paid in full to us by delivery of consideration equal to the product of the
Stock Option in accordance with the requirements of the Nevada Revised Statutes.
Any Stock Option settlement, including payment deferrals or payments deemed made
by way of settlement of pre-existing indebtedness may be subject to such
conditions, restrictions and contingencies as may be determined.

INCENTIVE STOCK OPTIONS

The 2008 Plan further provides that, subject to the provisions of the Stock
Option Plan and prior shareholder approval, the Board of Directors may grant to
any key individuals who are our employees eligible to receive options one or
more incentive stock options to purchase the number of shares of common stock
allotted by the Board of Directors (the "Incentive Stock Options"). The option
price per share of common stock deliverable upon the exercise of an Incentive
Stock Option shall be at least 100% of the fair market value of the common
shares of the Company, and in the case of an Incentive Stock Option granted to
an optionee who owns more than 10% of the total combined voting power of all
classes of our stock, shall not be less than 100% of the fair market value of
our common shares. The option term of each Incentive Stock Option shall be
determined by the Board of Directors, which shall not commence sooner than from
the date of grant and shall terminate no later than ten (10) years from the date
of grant of the Incentive Stock Option, subject to possible early termination as
described above.

As of the date of this Annual Report, no Stock Options have been exercised.

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during fiscal year ended February 29,
2008, to provide capital, we sold stock in private placement offerings, issued
stock in exchange for our debts or pursuant to contractual agreements as set
forth below.

SEPTEMBER 2007 ISSUANCE

On September 14, 2007, we issued an aggregate of 7,500,000 shares of our
restricted common stock to Strathmore in accordance with the terms and
provisions of the Nose Rock Option and Joint Venture Agreement. The shares were
valued at $14,000,000.

The shares of common stock were issued to Strathmore in reliance on Regulation S
promulgated under the United States Securities Act of 1933, as amended (the
"Securities Act"). The securities have not been registered under the Securities
Act or under any state securities laws and may not be offered or sold without
registration with the United States Securities and Exchange Commission or an
applicable exemption from the registration requirements.

FEBRUARY 2008 PRIVATE PLACEMENT OFFERING

Effective on February 26, 2008, we completed a private placement offering (the
"2008 Private Placement") with certain non-United States residents
(collectively, the "Investors"). In accordance with the terms and provisions of
the 2008 Private Placement, we issued to the Investors an aggregate of 600,000
units at a per unit price of $1.67 (the "Unit") in our capital for aggregate
proceeds of $1,000,000. Each Unit was comprised of one share of restricted
common stock and one-half non-transferable warrant (the "Warrant"). Each Warrant
is exercisable at $2.00 per share for a period of one year.

The Units under the 2008 Private Placement were sold to non-United States
Investors in reliance on Regulation S promulgated under the United States
Securities Act of 1933, as amended (the "Securities Act"). The 2008 Private
Placement has not been registered under the Securities Act or under any state
securities laws and may not be offered or sold without registration with the
United States Securities and Exchange Commission or an applicable exemption from
the registration requirements. The per share price of the Units was arbitrarily
determined by our Board of Directors based upon analysis of certain factors
including, but not limited to, stage of development and exploration of
properties, industry status, investment climate, perceived investment risks, our
assets and net estimated worth. The Investors executed subscription agreements
and acknowledged that the securities to be issued have not been registered under
the Securities Act, that they understood the economic risk of an investment in
the securities, and that they had the opportunity to ask questions of and
receive answers from our management concerning any and all matters related to
acquisition of the securities.

RETURN OF SHARES

On approximately May 30, 2007, one of our shareholders returned an aggregate of
15,000,000 shares of our restricted common stock with no consideration paid to
the shareholder. The shares were cancelled and returned to our treasury.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION

The summarized financial data set forth in the table below is derived from and
should be read in conjunction with our audited financial statements for the
period from inception (October 11, 2004) to year ended February 29, 2008,
including the notes to those financial statements which are included in this
Annual Report. The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.

We are an exploration stage company and have not generated any revenue to date.
The following table sets forth selected financial information for the periods
indicated.

RESULTS OF OPERATION

FOR THE PERIOD
FISCAL YEARS ENDED FROM OCTOBER 11,
FEBRUARY 29, 2008 AND 2004 (INCEPTION) TO
FEBRUARY 28, 2007 FEBRUARY 29, 2008
___________________________________________________

2008 2007
_________________________

EXPENSES - - -

Write down of 14,500,000 -0- 14,500,000
mineral property
acquisition

Bank charges and 2,976 150 3,256
interest

Consulting Fees 63,500 10,200 73,700

Interest expense 23,617 -0- 23,617

Legal and accounting 248,746 27,838 283,801

Management fees 152,600 18,000 170,600

Marketing and 36,760 -0- 36,760
promotion

Mineral property 7,804 -0- 14,119
development
expenditures

Office and 27,397 1,782 30,744
miscellaneous

Rent 7,542 6,000 13,542

Transfer agent fees 4,209 800 5,234

Net Loss ($15,075,151) ($64,770) ($15,155,373)

We have incurred recurring losses to date. Our financial statements have been
prepared assuming that we will continue as a going concern and, accordingly, do
not include adjustments relating to the recoverability and realization of assets
and classification of liabilities that might be necessary should we be unable to
continue in operation.

We expect we will require additional capital to meet our long term operating
requirements. We expect to raise additional capital through, among other things,
the sale of equity or debt securities.

FISCAL YEAR ENDED FEBRUARY 29, 2008 COMPARED TO FISCAL YEAR ENDED FEBRUARY 28,
2007.

Our net loss for fiscal year ended February 29, 2008 was ($15,075,151) compared
to a net loss of ($64,770) during fiscal year ended February 28, 2007 (an
increase of $15,010,381). During fiscal years ended February 29, 2008 and
February 28, 2007, we did not generate any revenue.

During fiscal year ended February 29, 2008, we incurred general and
administrative expenses of $15,075,151 compared to $64,770 incurred during
fiscal year ended February 28, 2007 (an increase of $15,010,381). These general
and administrative expenses incurred during fiscal year ended February 29, 2008
consisted of: (i) write down of mineral property acquisition of $14,500,000
(2007: $-0-); (ii) bank charges and interest of $2,976 (2007: $150); (iii)
consulting fees of $63,500 (2007: $10,200); (iv) interest expense of $23,617
(2007: $-0-); (v) legal and accounting $248,746 (2007: $27,838); (vi) management
fees of $152,600 (2007: $152,600 (2007: $18,000); (vii) marketing and promotion
of $36,760 (2007: $-0-); (viii) mineral property development expenditures of
$7,804 (2007: $-0-); (ix) office and miscellaneous of $27,397 (2007: $1,782);
(x) rent of $7,542 (2007: $6,000); and (xi) transfer agent fees of $4,209 (2007:
800).

Expenses incurred during fiscal year ended February 29, 2008 compared to fiscal
year ended February 28, 2007 increased primarily due to the increased scale and
scope of business operations relating to the acquisition of our interest in the
Nose Rock Property and the Dalton Pass Property. General and administrative
expenses generally include corporate overhead, financial and administrative
contracted services, marketing, and consulting costs.

Our net loss during fiscal year ended February 29, 2008 was ($15,075,151)
compared to a net less of ($64,770) during fiscal year ended February 28, 2007.
The weighted average number of shares outstanding was 53,114,549 for fiscal year
ended February 29, 2008 (as increased in accordance with the June 2007 and March
2008 Forward Stock Split) compared to 60,937,500 for fiscal year ended February
28, 2007.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED FEBRUARY 29, 2008

As at fiscal year ended February 29, 2008, our current assets were $336,260 and
our current liabilities were $441,733, which resulted in a working capital
deficiency of ($105,473). As at fiscal year ended February 29, 2008, current
assets were comprised of $336,260 in cash and cash equivalents. As at fiscal
year ended February 28, 2007, current liabilities were comprised of: (i) $35,316
in accounts payable and accrued liabilities; (ii) $21,800 due to related
parties; and (iii) $384,617 in related party promissory note payable.

As at fiscal year ended February 29, 2008, our total assets were $336,260
comprised entirely of current assets. The increase in total assets during fiscal
year ended February 29, 2008 from fiscal year ended February 28, 2007 was
primarily due to the increase in cash and cash equivalents.

As at fiscal year ended February 29, 2008, our total liabilities were $441,733
comprised entirely of current liabilities. The increase in liabilities during
fiscal year ended February 29, 2008 from fiscal year ended February 28, 2007 was
primarily due to the increase in accounts payable and accrued liabilities and
loan payable. See " - Material Commitments."

Stockholders' equity (deficit) increased from ($30,322) for fiscal year ended
February 28, 2007 to ($105,473) for fiscal year ended February 29, 2008.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities. For fiscal
year ended February 29, 2008, net cash flows used in operating activities was
($528,778) consisting primarily of a net loss of ($15,075,151). Net cash flows
used in operating activities was adjusted by $14,500,000 for write down of
mineral property acquisition costs and $23,617 for accrued interest on
shareholders loan. Net cash flows used in operating activities was further
changed by $23,656 in increase of accounts payable and accrued liabilities, $300
in increase in prepaid expenses and ($1,200) in decrease due to related parties.
For fiscal year ended February 28, 2007, net cash flows used in operating
activities was ($9,560) consisting primarily of a net loss of ($64,770), and
adjusted by $24,000 in contributions to capital by related parties. Net cash
flows used in operating activities was further changed by increase of $22,500
due to related parties, $9,010 in increase in accounts payable and accrued
liabilities and $300 increase in prepaid expenses.

CASH FLOWS FROM INVESTING ACTIVITIES

For fiscal year ended February 29, 2008, net cash flows used in investing
activities was ($500,000) consisting of acquisition of mineral property
interest. For fiscal year ended February 28, 2007, net cash flows used in
investing activities was $-0-.

CASH FLOWS FROM FINANCING ACTIVITIES

We have financed our operations primarily from either advancements or the
issuance of equity and debt instruments. For fiscal year ended February 29,
2008, net cash flows provided from financing activities was $1,361,000 compared
to $-0- for fiscal year ended February 28, 2007. Cash flows from financing
activities for fiscal year ended February 29, 2008 consisted primarily of
$361,000 in advances from related parties and $1,000,000 from common shares
issued for cash.

We expect that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. Our
working capital requirements are expected to increase in line with the growth of
our business.

PLAN OF OPERATION AND FUNDING

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our

business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling initiatives on current properties and future properties; and
(iii) future property acquisitions. We intend to finance these expenses with
further issuances of securities, and debt issuances. Thereafter, we expect we
will need to raise additional capital and generate revenues to meet long-term
operating requirements. Additional issuances of equity or convertible debt
securities will result in dilution to our current shareholders. Further, such
securities might have rights, preferences or privileges senior to our common
stock. Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on acceptable
terms, we may not be able to take advantage of prospective new business
endeavors or opportunities, which could significantly and materially restrict
our business operations.

During fiscal year ended February 29, 2008, we engaged in the 2008 Private
Placement pursuant to which we raised $1,000,000.

MATERIAL COMMITMENTS

A material commitment during fiscal year 2008/2009 is the aggregate amount of
$384,617 due and owing to one of our shareholders. On June 4, 2007, we issued a
promissory note to the shareholder in the principal amount of $250,000 at an
interest rate of 10% per annum. During fiscal year ended February 29, 2008, the
shareholder advanced to us an additional $85,000 at an interest rate of 10% per
annum. Thus, as of the date of this Annual Report, an aggregate of $384,617 is
due and owing consisting of principal and interest in the amount of $361,000 and
$23,617, respectively. The amount is unsecured and has no set terms of
repayment. See "Part III. Item 12. Certain Relationships and Related Transaction
and Director Independence. "

As of the date of this Annual Report, and other than our obligations to be
incurred under the Nose Rock Option and Joint Venture Agreement and the Dalton
Pass Option and Joint Venture Agreement, we do not have any other material
commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

We do not intend to purchase any significant equipment during the next twelve
months.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Annual Report, we do not have any 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 are material to investors.

GOING CONCERN

The independent auditors' report accompanying our February 29, 2008 and February
28, 2007 financial statements contains an explanatory paragraph expressing
substantial doubt about our ability to continue as a going concern. The
financial statements have been prepared "assuming that we will continue as a

going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial reporting about derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, will be adopted by the Company beginning in
the first quarter of 2009. The Company does not expect there to be any
significant impact of adopting SFAS 161 on its financial position, cash flows
and results of operations.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on our financial
position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by us prior to January 1, 2009
will be recorded and disclosed following existing GAAP. Management has not
determined the effect that adopting this statement would have on our financial
position or results of operations.

measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of our first fiscal year that begins after November 15,
2007, although earlier adoption is permitted. As of February 29, 2008, we have
not adopted this statement and management has not determined the effect that
adopting this statement would have on the Company's financial position or
results of operations.

In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE ("SFAS No.
157"). This Statement defines fair value, establishes a framework for measuring
fair value in generally accepted accounting principles (GAAP), expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements. SFAS No. 157 does
not require any new fair value measurements. However, the FASB anticipates that
for some entities, the application of SFAS No. 157 will change current practice.
SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, which for us is the fiscal year beginning
March 1, 2008. We are currently evaluating the impact of adopting SFAS No. 157
but do not expect that it will have a significant effect on its financial
position or results of operations.

In June 2006, FASB issued Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES-AN INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"). This
Interpretation clarifies the accounting for uncertainty in income taxes
recognized in an enterprise's financial statements in accordance with FASB No.
109, "ACCOUNTING FOR INCOME TAXES." This Interpretation prescribes a recognition
threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return.
This Interpretation also provides guidance on derecognition, classification,
interest and penalties, accounting in interim periods, disclosure and
transition. This Interpretation is effective for fiscal years beginning after
December 15, 2006. We have determined that the adoption of FIN 48 did not have
any material impact on our results of operations or financial position.

ITEM 7. FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DATED MAY 20, 2008.

BALANCE SHEETS AS AT FEBRUARY 29, 2008 AND FEBRUARY 28, 2007.

STATEMENTS OF OPERATIONS FOR FISCAL YEARS ENDED FEBRUARY 29, 2008 AND FEBRUARY
28, 2007 AND FOR THE PERIOD FROM OCTOBER 11, 2004 (INCEPTION) TO FEBRUARY 29,
2008.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY/(DEFICIENCY) FOR THE PERIOD FROM
OCTOBER 11, 2004 (INCEPTION) TO FEBRUARY 29, 2008.

STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED FEBRUARY 29, 2008 AND
FEBRUARY 28, 2007 AND FOR THE PERIOD FROM OCTOBER 11, 2004 (INCEPTION) TO
FEBRUARY 29, 2008.

NOTES TO FINANCIAL STATEMENTS.

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)

Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008

JAMES STAFFORD
________________________________________________________________________________
James Stafford
Chartered Accountants
Suite 350 - 1111 Melville Street
Vancouver, British Columbia
Canada V6E 3V6
Telephone +1 604 669 0711
Facsimile +1 604 669 0754
*Incorporated professional, James Stafford, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
URANIUM INTERNATIONAL CORP.
(AN EXPLORATION STAGE COMPANY)

We have audited the balance sheets of URANIUM INTERNATIONAL CORP. (the
"Company") as at 29 February 2008 and 28 February 2007 and the related
statements of operations, cash flows and changes in stockholders' equity
(deficiency) for the years then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of 29 February
2008 and 28 February 2007 and the results of its operations, cash flows and
changes in stockholders' equity (deficiency) for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ JAMES STAFFORD
CHARTERED ACCOUNTANTS

Vancouver, Canada

20 May 2008

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Balance Sheets
(Expressed in U.S. Dollars)
____________________________________________________________________________________________________

AS AT AS AT
29 FEBRUARY 28 FEBRUARY
2008 2007
$ $

ASSETS

CURRENT
Cash and cash equivalents 336,260 4,038
Prepaid expenses - 300
___________ ___________

336,260 4,338
=========== ===========

LIABILITIES

CURRENT
Accounts payable and accrued liabilities (Note 4) 35,316 11,660
Due to related parties (Note 5) 21,800 23,000
Related party promissory note payable (Note 6) 384,617 -
___________ ___________

441,733 34,660
___________ ___________

STOCKHOLDERS' DEFICIENCY
CAPITAL STOCK (Note 7)
Authorized
375,000,000 common shares, par value $0.001 (Note 7)
Issued and outstanding
28 February 2007 - 60,937,500 common shares, par value $0.001
29 February 2008 - 54,037,500 common shares, par value $0.001 54,038 60,938
ADDITIONAL PAID-IN CAPITAL 14,812,778 (11,038)
WARRANTS
183,084 -
DEFICIT, ACCUMULATED DURING THE EXPLORATION STAGE (15,155,373) (80,222)
___________ ___________

(105,473) (30,322)
___________ ___________

336,260 4,338
___________ ___________

NATURE AND CONTINUANCE OF OPERATIONS (Note 1), COMMITMENTS (Note 10) and SUBSEQUENT EVENTS (Note 11)

ON BEHALF OF THE BOARD:

Director Director
______________________________ ______________________________
Richard Cherry Henry Martyn Fowlds

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

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Statements of Operations
(Expressed in U.S. Dollars)
_________________________________________________________________________________________________________

FOR THE PERIOD
FROM THE DATE OF
INCEPTION ON 11 FOR THE YEAR FOR THE YEAR
OCTOBER 2004 TO ENDED 29 ENDED 28
29 FEBRUARY FEBRUARY FEBRUARY
2008 2008 2007
(UNAUDITED)
$ $ $

EXPENSES
Write down of mineral property acquisition
costs (Note 3) 14,500,000 14,500,000 -
Bank charges and interest 3,256 2,976 150
Consulting fees 73,700 63,500 10,200
Interest expense 23,617 23,617 -
Legal and accounting 283,801 248,746 27,838
Management fees (Note 5) 170,600 152,600 18,000
Marketing and promotion 36,760 36,760 -
Mineral property development expenditures 14,119 7,804 -
Office and miscellaneous 30,744 27,397 1,782
Rent 13,542 7,542 6,000
Transfer agent fees 5,234 4,209 800
___________________________________________________

NET LOSS FOR THE PERIOD 15,155,373 15,075,151 64,770
===================================================

BASIC AND DILUTED LOSS PER COMMON SHARE (0.284) (0.001)
==============================

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
USED IN PER SHARE CALCULATIONS 53,114,549 60,937,500
==============================

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

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Statements of Cash Flows
(Expressed in U.S. Dollars)
_________________________________________________________________________________________________________

FOR THE PERIOD
FROM THE DATE OF
INCEPTION ON 11 FOR THE YEAR FOR THE YEAR
OCTOBER 2004 TO ENDED 29 ENDED 28
29 FEBRUARY FEBRUARY FEBRUARY
2008 2008 2007
(UNAUDITED)
$ $ $

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period (15,155,373) (15,075,151) (64,770)
Adjustments to reconcile loss to net cash
used by operating activities
Accrued interest on shareholders loan 23,617 23,617 -
Contributions to capital by related parties 24,000 - 24,000
Write down of mineral property acquisition
costs
(Note 3) 14,500,000 14,500,000 -
Changes in operating assets and liabilities
Decrease (increase) in prepaid expenses - 300 (300)
Increase in accounts payable and accrued
liabilities 35,316 23,656 9,010
Increase (decrease) in due to related parties 21,800 (1,200) 22,500
___________________________________________________
(550,640) (528,778) (9,560)
___________________________________________________
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties 361,000 361,000 -
Common shares issued for cash 1,025,900 1,000,000 -
___________________________________________________
1,386,900 1,361,000 -
___________________________________________________

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral property interests (Note 3) (500,000) (500,000) -
___________________________________________________

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 336,260 332,222 (9,560)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD - 4,038 13,598
___________________________________________________
CASH AND CASH EQUIVALENTS, END OF PERIOD 336,260 336,260 4,038
===================================================

SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH
FLOWS (Note 9)

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

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Statement of Changes in Stockholders' Equity (Deficiency)
(Expressed in U.S. Dollars)
__________________________________________________________________________________________________________________________
DEFICIT,
ADDITIONAL DURING THE SHAREHOLDERS'
NUMBER OF CAPITAL PAID-IN EXPLORATION EQUITY
SHARES ISSUED STOCK CAPITAL WARRANTS STAGE (DEFICIENCY)
$ $ $ $ $

BALANCE AT 11 OCTOBER 2004
(INCEPTION) - - - - - -
Common shares issued for cash
($0.00013 per share) -
29 November 2004 (Note 7) 30,000,000 30,000 (26,000) - - 4,000
Common shares issued for cash
($0.00013 per share) - 10 January
2005 (Note 7) 18,000,000 18,000 (15,600) - - 2,400
Common shares issued for cash
($0.0013 per share) - 21 January
2005 (Note 7) 11,250,000 11,250 3,750 - - 15,000
Common shares issued for cash
($0.0013 per share) - 25 January
2005 (Note 7) 1,500,000 1,500 500 - - 2,000
Common shares issued for cash
($0.013 per share) - 1 February
2005 (Note 7) 187,500 188 2,312 - - 2,500
Net loss for the period - - - - (3,051) (3,051)
_________________________________________________________________________________

BALANCE AT 28 FEBRUARY 2005 60,937,500 60,938 (35,038) - (3,051) 22,849
Net loss for the year - - - - (12,401) (12,401)
_________________________________________________________________________________

BALANCE AT 28 FEBRUARY 2006 60,937,500 60,938 (35,038) - (15,452) 10,448
Contributions to capital by
related parties - - 24,000 - - 24,000
Net loss for the year - - - - (64,770) (64,770)
_________________________________________________________________________________

BALANCE AT 28 FEBRUARY 2007 60,937,500 60,938 (11,038) - (80,222) (30,322)
Restricted common shares
returned and cancelled - May
30, 2007 (15,000,000) (15,000) 15,000 - - -
Common shares issued per
Strathmore Option Agreement -
14 September 2007 ($1.87 per
share) (Notes 3 and 7) 7,500,000 7,500 13,992,500 - - 14,000,000
Common shares issued for cash
($1.67 per share) - 26
February 2008 (Note 7) 600,000 600 816,316 - - 816,916
Warrants granted for cash - 26
February 2008 (Note 7) - - - 183,084 - 183,084
Net loss for the year - - - - (15,075,151) (15,075,151)
_________________________________________________________________________________

BALANCE AT 29 FEBRUARY 2008 54,037,500 54,038 14,812,778 183,084 (15,155,373) (105,473)
=================================================================================

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

URANIUM INTERNATIONAL CORP.
(FORMERLY NU-MEX URANIUM CORP.)
(AN EXPLORATION STAGE COMPANY)
Notes to the Financial Statements
(Expressed in U.S. Dollars)
29 FEBRUARY 2008
________________________________________________________________________________

1. NATURE AND CONTINUANCE OF OPERATIONS

Uranium International Corp. (the "Company") was incorporated under the
laws of the State of Nevada on 11 October 2004 to promote and carry on
any lawful business for which a corporation may be incorporated under
the laws of the State of Nevada. On 24 May 2007 the Company filed
Articles of Merger with the Secretary of State of Nevada in order to
effectuate a merger whereby the Company (as Ancor Resources, Inc.)
would merge with its newly incorporated and wholly-owned subsidiary,
Nu-Mex Uranium Corp. ("Nu-Mex"). This merger became effective as of 4
June 2007 and the Company, being the surviving entity, changed its name
to Nu-Mex Uranium Corp. On 26 February 2008 Company filed Articles of
Merger with the Secretary of State of Nevada in order to effectuate a
merger whereby the Company (as Nu-Mex) would merge with its newly
incorporated and wholly-owned subsidiary, Uranium International Corp.
("NewCo"). This merger became effective as of 11 March 2008 and the
Company, being the surviving entity, changed its name to Uranium
International Corp. The Company intends to engage in the acquisition
and exploration of uranium mining properties. The Company is in the
exploration stage and its operations principally involve research and
development, market analysis, property evaluation and other business
planning activities, and no revenue has been generated to date.

Nu-Mex was incorporated 4 June 2007 and NewCo was incorporated 11 March
2008, both under the laws of the State of Nevada as then wholly-owned
subsidiaries of the Company and at no time had any assets, liabilities
or operations. Nu-Mex and NewCo were incorporated for the purposes of
completing the merger and accordingly these transactions do not
constitute a business combination and have no impact on the Company's
financial position or results of operations.

Effective 6 June 2007 the Company completed a forward stock split by
the issuance of 5 new shares for each 1 outstanding share of the
Company's common stock. Further, On 11 March 2008 the Company completed
a forward stock split by the issuance of 1.5 new shares for each 1
outstanding share of the Company's common stock (Note 7). Unless
otherwise noted, all references herein to number of shares, price per
share or weighted average shares outstanding have been adjusted to
reflect these stock splits on a retroactive basis.

The Company is an exploration stage enterprise, as defined in
Statements of Financial Accounting Standards ("SFAS") No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES". The
Company is devoting all of its present efforts to securing and
establishing a new business and its planned principle operations have
not commenced. Accordingly, no revenue has been derived during the
organization period.

The Company's financial statements as at 29 February 2008 and for the
periods then ended have been prepared based on a going concern basis,
which contemplates the realization of assets and the settlement of
liabilities and commitments in the normal course of business. The
Company has a loss of $15,075,151 for the year ended 29 February 2008
(28 February 2007 - $64,770) and has working capital deficit of
$105,473 at 29 February 2008 (28 February 2007 - $30,322). The Company
requires additional funding to meet its ongoing obligations and
anticipated ongoing operating losses. The ability of the Company to
continue as a going concern is dependant on raising capital to fund its
initial business plan and ultimately to attain profitable operations.
Accordingly, these factors raise substantial doubt as to the Company's
ability to continue as a going concern. The Company intends to continue
to fund its exploration business by way of private placements and
advances from shareholders as may be required.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies used in
the preparation of these financial statements.

BASIS OF PRESENTATION

The accounting and reporting policies of the Company conform to
accounting principles generally accepted in the United States of
America applicable to exploration stage enterprises. The functional
currency is the U.S. dollar, and the financial statements are presented
in U.S. dollars.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include highly liquid investments with
original maturities of three months or less.

MINERAL PROPERTY COSTS

The Company has been in the exploration stage since its formation on 11
October 2004 and has not yet realized any revenues from its planned
operations

Mineral property acquisition costs are initially capitalized as
tangible assets when purchased. At the end of each fiscal quarter end,
the Company assesses the carrying costs for impairment. If proven and
probable reserves are established for a property and it has been
determined that a mineral property can be economically developed, costs
will be amortized using the units-of-production method over the
estimated life of the probable reserve.

Mineral property exploration costs are expensed as incurred.

Estimated future removal and site restoration costs, when determinable
are provided over the life of proven reserves on a units-of-production
basis. Costs, which include production equipment removal and
environmental remediation, are estimated each period by management
based on current regulations, actual expenses incurred, and technology
and industry standards. Any charge is included in exploration expense
or the provision for depletion and depreciation during the period and
the actual restoration expenditures are charged to the accumulated
provision amounts as incurred.

As of the date of these financial statements, the Company has not
established any proven or probable reserves on its mineral properties
and incurred only acquisition and exploration costs (Note 3).

Although the Company has taken steps to verify title to mineral
properties in which it has an interest, according to the usual industry
standards for the stage of exploration of such properties, these
procedures do not guarantee the Company's title. Such properties may be
subject to prior agreements or transfers and title may be affected by
undetected defects.

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FINANCIAL INSTRUMENTS

The carrying amounts of cash, and accounts payable and accrued
liabilities approximate fair value because of the short maturity of
these items. These fair value estimates are subjective in nature and
involve uncertainties and matters of significant judgment, and,
therefore, cannot be determined with precision. Changes in assumptions
could significantly affect these estimates. The Company does not hold
or issue financial instruments for trading purposes, nor does it
utilize derivative instruments in the management of foreign exchange,
commodity price or interest rate market risks.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company has not, to the date of these financial statements, entered
into derivative instruments to offset the impact of foreign currency
fluctuations.

The operations of the Company have been, and may in the future, be
affected from time to time, in varying degrees, by changes in
environmental regulations, including those for future reclamation and
site restoration costs. Both the likelihood of new regulations and
their overall effect upon the Company vary greatly and are not
predictable. The Company's policy is to meet or, if possible, surpass
standards set by relevant legislation, by application of technically
proven and economically feasible measures.

ENVIRONMENTAL EXPENDITURES

Environmental expenditures that relate to environmental and reclamation
programs are charged against earnings as incurred or capitalized and
amortized depending on their future economic benefits. Estimated future
reclamation and site restoration costs, when the ultimate liability is
reasonably determinable, are charged against earnings over the
estimated remaining life of the related business operation, net of
expected recoveries.

INCOME TAXES

Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company has
adopted SFAS No. 109, "ACCOUNTING FOR INCOME TAXES", as of its
inception. Pursuant to SFAS No. 109, the Company is required to compute
tax asset benefits for net operating losses carried forward. The
potential benefits of net operating losses have not been recognized in
these financial statements because the Company cannot be assured it is
more likely than not it will utilize the net operating losses carried
forward in future years.

BASIC AND DILUTED NET LOSS PER SHARE

The Company computes net income (loss) per share in accordance with
SFAS No.128, "EARNINGS PER SHARE". SFAS No. 128 requires presentation
of both basic and diluted earnings per share ("EPS") on the face of the
income statement. Basic EPS is computed by dividing net income (loss)
available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding
during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock
options or warrants. Diluted EPS excludes all dilutive potential shares
if their effect is anti-dilutive.

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

COMPREHENSIVE LOSS

SFAS No. 130, "REPORTING COMPREHENSIVE INCOME", establishes standards
for the reporting and display of comprehensive loss and its components
in the financial statements. As at 29 February 2008, the Company has no
items that represent a comprehensive loss. Accordingly, comprehensive
loss is equal to net loss for all periods presented and, therefore, has
not included a schedule of comprehensive loss in the financial
statements.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

SFAS No. 131, "DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION", supersedes SFAS No. 14, "FINANCIAL REPORTING FOR SEGMENTS
OF A BUSINESS ENTERPRISE". SFAS No. 131 establishes standards for the
way that public companies report information about operating segments
in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures
regarding products and services, geographic areas and major customers.
SFAS No. 131 defines operating segments as components of a company
about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding
how to allocate resources and in assessing performance. The Company has
evaluated this SFAS and does not believe it is applicable at this time.

START-UP EXPENSES

The Company has adopted Statement of Position No. 98-5, "REPORTING THE
COSTS OF START-UP ACTIVITIES", which requires that costs associated
with start-up activities be expensed as incurred. Accordingly, start-up
costs associated with the Company's formation have been included in the
Company's expenses for the period from the date of inception on 11
October 2004 to 29 February 2008.

FOREIGN CURRENCY TRANSLATION

The Company's functional and reporting currency is U.S. dollars. The
financial statements of the Company are translated to U.S. dollars in
accordance with SFAS No. 52, "FOREIGN CURRENCY TRANSLATION". Monetary
assets and liabilities denominated in foreign currencies are translated
using the exchange rate prevailing at the balance sheet date. Gains and
losses arising on translation or settlement of foreign currency
denominated transactions or balances are included in the determination
of income. The Company has not, to the date of these financial
statements, entered into derivative instruments to offset the impact of
foreign currency fluctuations.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts of
assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenditures during the reporting period.
Actual results could differ from these estimates.

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is
intended to improve financial reporting about derivative instruments
and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on an entity's financial
position, financial performance, and cash flows. SFAS 161 achieves
these improvements by requiring disclosure of the fair values of
derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by
requiring disclosure of derivative features that are credit
risk-related. Finally, it requires cross-referencing within footnotes
to enable financial statement users to locate important information
about derivative instruments. SFAS 161 will be effective for financial
statements issued for fiscal years and interim periods beginning after
November 15, 2008, will be adopted by the Company beginning in the
first quarter of 2009. The Company does not expect there to be any
significant impact of adopting SFAS 161 on its financial position, cash
flows and results of operations.

In December 2007, the FASB issued SFAS No. 160, NONCONTROLLING INTEREST
IN CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51 ("SFAS
No. 160"), which will change the accounting and reporting for minority
interests, which will be recharacterized as noncontrolling interests
and classified as a component of equity within the consolidated balance
sheets. SFAS No. 160 is effective as of the beginning of an entity's
first fiscal year beginning on or after December 15, 2008. Earlier
adoption is prohibited. Management has not determined the effect that
adopting this statement would have on the Company's financial position
or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), BUSINESS
COMBINATIONS ("SFAS No. 141R"). SFAS No. 141R will change the
accounting for business combinations. Under SFAS No. 141R, an acquiring
entity will be required to recognize all the assets acquired and
liabilities assumed in a transaction at the acquisition-date fair value
with limited exceptions. SFAS No. 141R will change the accounting
treatment and disclosure for certain specific items in a business
combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the
beginning of the entity's first annual reporting period beginning on or
after December 15, 2008. Accordingly, any business combinations
completed by the Company prior to March 1, 2009 will be recorded and
disclosed following existing GAAP. Management has not determined the
effect that adopting this statement would have on the Company's
financial position or results of operations.

In February 2007, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 159, THE FAIR VALUE
OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES - INCLUDING AN
AMENDMENT OF FASB STATEMENT NO. 115 ("SFAS No. 159"). This statement
permits entities to choose to measure many financial instruments and
certain other items at fair value. The objective is to improve
financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings cause by measuring related
assets and liabilities differently without having to apply complex
hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Board's
long-term measurement objectives for accounting for financial
instruments. This statement is effective as of the beginning of the
Company's first fiscal year that begins after November 15, 2007,
although earlier adoption is permitted. As of February 29, 2008, the
Company has not adopted this statement and management has not
determined the effect that adopting this statement would have on the
Company's financial position or results of operations.

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In September 2006, FASB issued SFAS No. 157, FAIR VALUE MEASURE" ("SFAS
No. 157"). This Statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles
(GAAP), expands disclosures about fair value measurements, and applies
under other accounting pronouncements that require or permit fair value
measurements. SFAS No. 157 does not require any new fair value
measurements. However, the FASB anticipates that for some entities, the
application of SFAS No. 157 will change current practice. SFAS No. 157
is effective for financial statements issued for fiscal years beginning
after November 15, 2007, which for the Company is the fiscal year
beginning March 1, 2008. The Company is currently evaluating the impact
of adopting SFAS No. 157 but does not expect that it will have a
significant effect on its financial position or results of operations.

In June 2006, FASB issued Interpretation No. 48, Accounting for
Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109
("FIN 48"). This Interpretation clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial
statements in accordance with FASB No. 109, "Accounting for Income
Taxes." This Interpretation prescribes a recognition threshold and
measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax
return. This Interpretation also provides guidance on derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. This Interpretation is effective for fiscal
years beginning after December 15, 2006. The Company has determined
that the adoption of Statement No. 158 during the year did not have any
material impact on the Company's results of operations or financial
position.

3. MINERAL PROPERTIES

(a) NOSE ROCK PROPERTY

Further to the Letter of Intent ("LOI") which became effective 18 June
2007, the Board of Directors of the Company approved the Company's
entry into an Option and Joint Venture Agreement (the "Agreement")
effective 14 September 2007, with Strathmore Resources (US) Inc.
("Strathmore"). The Agreement sets out the terms upon which the Company
and Strathmore will explore and, if warranted, develop Strathmore's
Nose Rock properties.

Pursuant to the terms of the Agreement, Strathmore has granted the
Company the sole and exclusive right to acquire up to a 65% interest in
Strathmore's Nose Rock properties (collectively, the "Property"),
located northeast of Crownpoint within the Grants Mineral Belt in the
State of New Mexico on approximately 5,000 acres in consideration of:

1. The Company paying to Strathmore $250,000 and issuing 7,500,000
common shares in the capital stock of the Company (amounts paid
and common shares issued on 14 September 2007 and valued at
$14,000,000) (Note 7 and 9), and

2. The Company incurring a minimum of $44,500,000 in work commitment
expenditures on the Nose Rock project in accordance with the
following schedule:

o $1,000,000 work commitment expenditures to be incurred in each
of the first and second years from closing;

3. MINERAL PROPERTIES (CONTINUED)

(a) NOSE ROCK PROPERTY (CONTINUED)

o an additional $1,500,000 work commitment expenditures to be
incurred in the third year from closing;

o an additional $10,000,000 work commitment expenditures to be
incurred in each of the fourth, fifth and sixth years from
closing; and

o an additional $11,000,000 work commitment expenditures to be
incurred in the seventh year from closing.

The Agreement further contemplates that, provided that the Company is
not in default, (i) the Company will have acquired a 25% interest in
the Property once the Company has incurred $13,500,000 of its total
$44,500,000 in work commitment expenditures, and (ii) the Company will
have acquired an additional 40% interest in the Property once the
Company has incurred the remaining $31,000,000 of its total $44,500,000
in work commitment expenditures. However, subject to the terms of the
Agreement, Strathmore has the right to retain or earn back a 16%
interest in the Property by paying $25,000,000 to the Company. Until
the Company acquires its full 65% interest (or its 49% interest if
Strathmore elects to retain or earn back a 16% interest), Strathmore
will not be required to contribute to the costs of exploration of the
Property. After the Company acquires its full 65% interest (or its 49%
interest if Strathmore elects to retain or earn back 16% interest),
each of the Company and Strathmore will contribute to the costs with
respect to the Property in accordance with their proportionate share
ownership in the Property.

Within sixty days of the fourth anniversary of the Effective Date, an
evaluation, conducted in accordance with National Instrument 43-101 of
the Canadian Securities Administrator, is to be performed.

The acquisition cost of $14,250,000 provided to Strathmore was
initially capitalized as a tangible asset. During the year ended 29
February 2008, the Company recorded a write down of mineral property
acquisition costs of $14,250,000 related to the Nose Rock Property.

(b) DALTON PASS PROPERTY

Further to the LOI dated 11 July 2007, effective 5 October 2007, the
Board of Directors of the Company approved the Company's entry into an
Option and Joint Venture Agreement dated 5 October 2007 (the
"Agreement") with Strathmore with respect to Strathmore's Dalton Pass
Property (the "Property"). The Property consists of certain federal
lode mining claims located between Church Rock and Crownpoint uranium
districts of the western Grants Mineral Belt in the State of New
Mexico.

Pursuant to the terms of the Agreement, Strathmore has granted the
Company the sole and exclusive right and option to acquire up to a 65%
interest in the Property, in consideration of:

1. The Company paying Strathmore $250,000 (amounts paid on 16 July
2007) and

2. The Company incurring a total of $16,750,000 in work commitment
expenditures on the Property ("Expenditures"), and additional
payments of $1,000,000 in cash or stock to Strathmore in
accordance with the following schedule:

3. MINERAL PROPERTIES (CONTINUED)

(b) DALTON PASS PROPERTY (CONTINUED)

o $1,000,000 in Expenditures Costs plus $250,000 payment in cash
or equivalent fair value of common stock on or before 5 October
2008;

o an additional $2,000,000 in Expenditure Costs plus $250,000
payment in cash or equivalent fair value of common stock on or
before 5 October 2009;

o an additional $2,750,000 in Expenditure Costs plus $250,000
payment in cash or equivalent fair value of common stock on or
before 5 October 2010;

o an additional $3,000,000 in Expenditure Costs plus $250,000
payment in cash or equivalent fair value of common stock on or
before 5 October 2011;

o a further $4,000,000 in Expenditure Costs or before 5 October
2012;

o a further $4,000,000 in Expenditure Costs or before 5 October
2013.

The Company will earn a 25% interest in the Property once the Company
has completed its commitments (Expenditure Costs of $8,750,000 and
cash/stock of $1,000,000) on or before 5 October 2011. The Company will
earn an additional 40% interest in the Property once the Company has
completed its additional commitments ($8,000,000 in work) on or before
5 October 2013. However, subject to the terms of the Agreement,
Strathmore has the right to retain or earn back a 16% interest in
property by paying $8,000,000 to the Company. Until the Company
acquires its full 65% interest (or its 49% interest if Strathmore
elects to retain or earn back a 16% interest), Strathmore will not be
required to contribute to the costs of exploration of the Property.
After the Company acquires its full 65% interest (or its 49% interest
if Strathmore elects to retain or earn back a 16% interest), then each
of the Company and Strathmore will contribute to the costs with respect
to the Property in accordance with their proportionate ownership
interest in the Property.

The acquisition cost of $250,000 paid to Strathmore was initially
capitalized as a tangible asset. During the year ended 29 February
2008, the Company recorded a write down of mineral property acquisition
costs of $250,000 related to the Dalton Pass Property.

Pursuant to a mineral property staking and purchase agreement (the
"Agreement") dated 28 January 2005, the Company agreed to acquire a
100% undivided right, title and interest in a gold/silver/copper
mineral claim unit (the "Claims"), located in the Alberni Mining
Division of British Columbia, Canada for a cash payment of $2,015. The
Company has decided not to proceed with this property and has no
ongoing obligations related thereto.

3. MINERAL PROPERTIES (CONTINUED)

(d) NWT ARRANGEMENT AGREEMENT

On 20 December 2007, the Company entered into an arrangement agreement
(the "Arrangement Agreement") with NWT Uranium Corp. ("NWT"), pursuant
to which the Company agreed to acquire 100% of the issued and
outstanding shares of common stock of NWT through a court-approved plan
of arrangement (the "Arrangement").

The Board of Directors of NWT has unanimously recommended that NWT
shareholders vote in favor of the Arrangement. The NWT Board has also
received an opinion supporting the fairness of the consideration to be
received by the NWT.

On February 13, 2008 as a result of market circumstances the companies
have mutually agreed to terminate the arrangement. NWT and Uranium
International Corp. have signed a termination and mutual release
agreement pursuant to which each party released the other from all
liabilities and obligations relating to the proposed arrangement.

4. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities are non-interest bearing,
unsecured and have settlement dates within one year.

5. DUE TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS

The balance due to related parties of $21,800 at 29 February 2008 (28
February 2007 - $23,000) is due to shareholders of the Company and is
unsecured, non-interest bearing and payable on demand.

During the year ended 29 February 2008, the Company entered into the
following transactions with related parties:

i. Paid or accrued management fees of $10,000 (28 February 2007 -
$Nil) each to two directors of the Company.

ii. Paid or accrued management fees of $1,800 (28 February 2007 -
$Nil) to a director and chief financial officer of the Company.

The amounts charged to the Company for the services provided have been
determined by negotiation among the parties and in certain cases, are
covered by signed agreements. It is the position of the management of
the Company that these transactions were in the normal course of
operations and were measured at the exchange value which represented
the amount of consideration established and agreed to by the related
parties (Note 10).

6. RELATED PARTY PROMISSORY NOTE

The related party promissory note payable of $384,617 at 29 February
2008 consists of principal and accrued interest payable of $361,000 and
$23,617 respectively. These amounts are unsecured, bear interest at 10%
per annum and have no set terms of repayment. On 4 June 2007 the
Company signed a promissory note with a shareholder of the Company for
$250,000 at a rate of 10% per annum. During the year, the same
shareholder advanced the Company an additional $85,000 at a rate of 10%
per annum.

7. CAPITAL STOCK

AUTHORIZED

The total authorized capital is 375,000,000 common shares with par
value of $0.001 per share. On June 4, 2007 the Company increased the
authorized share capital of the Company from 75,000,000 shares of
common stock to 375,000,000 shares of common stock with the same par
value of $0.001 per share.

ISSUED AND OUTSTANDING

On June 4, 2007, the directors of the Company approved a special
resolution to undertake a forward split of the common stock of the
Company on a basis of 5 new common shares for 1 old common share. On
February 26, 2008, and effective March 11, 2008, the directors of the
Company approved a special resolution to undertake a further forward
split of the common stock of the Company on a basis of 1.5 new common
shares for 1 old share.

All references in these financial statements to number of common
shares, price per share and weighted average number of common shares
outstanding prior to the 5:1 forward stock split on June 4, 2007 and
the 1.5:1 forward split on March 11, 2008 have been adjusted to reflect
these stock splits on a retroactive basis, unless otherwise noted.

The total issued and outstanding capital stock is 54,037,500 common
shares with par value of $0.001 per share. The Company's common stock
issuances to date are as follows:

i. On 29 November 2004, 30,000,000 common shares of the Company were
issued to an officer and director of the Company for cash proceeds
of $4,000.

ii. On 10 January 2005, 18,000,000 common shares of the Company were
issued for cash proceeds of $2,400.

iii. On 21 January 2005, 11,250,000 common shares of the Company were
issued for cash proceeds of $15,000.

iv. On 25 January 2005, 1,500,000 common shares of the Company were
issued for cash proceeds of $2,000.

v. On 1 February 2005, 187,500 common shares of the Company were
issued for cash proceeds of $2,500.

7. CAPITAL STOCK (CONTINUED)

ISSUED AND OUTSTANDING (CONTINUED)

vi. On 30 May 2007, 15,000,000 restricted common shares of the company
were returned and subsequently cancelled by the Company. The
shares were returned to treasury for no consideration to the
shareholder.

vii. On 14 September 2007, 7,500,000 common shares of the Company's
were issued to Strathmore in accordance with the terms of the
Option and Joint Venture Agreement. These common shares were
valued at $14,000,000 (Note 3(a)).

viii. On 26 February 2008, the Company issued 600,000 units at a price
of $1.67 per unit for proceeds of $1,000,000. Each unit consists
of one common share and one half non-transferable share purchase
warrant. Each whole share purchase warrant entitles the holder to
purchase an additional common share at a price of $2.00 up to 26
February 2009. As at 29 February 2008, all of the related warrants
in this series remain outstanding.

SHARE PURCHASE WARRANTS

The following share purchase warrants were outstanding at 29 February
2008

EXERCISE REMAINING
PRICE NUMBER CONTRACTUAL LIFE
$ OF WARRANTS (YEARS)

Warrants 2.00 300,000 0.99
_______
300,000
=======

The following is a summary of warrant activities during the years ended
29 February 2008 and 28 February 2007:

NUMBER OF WEIGHTED AVERAGE
WARRANTS EXERCISE PRICE
$

Outstanding and exercisable
at 1 March 2006 - -
Granted - -
Exercised - -
Expired - -
__________

Outstanding and exercisable
at 28 February 2007 - -
========== ==================

Weighted average fair value
of warrants granted
during the year -
==================

NUMBER OF WEIGHTED AVERAGE
WARRANTS EXERCISE PRICE
$

Outstanding and exercisable
at 1 March 2007 - -

Granted
300,000 2.00
Exercised - -
Expired - -
__________

Outstanding and exercisable
at 29 February 2008 300,000 2.00
========== ==================

Weighted average fair value
of warrants granted during
the year 0.61
==================

The weighted average grant date fair value of warrants issued during
the year ended 29 February 2008, amounted to $0.61 per warrant (28
February 2007 - $Nil per warrant). The fair value of each warrant
granted was determined using the Black-Scholes option pricing model and
the following weighted average assumptions:

2008 2007

Risk free interest rate 4.10% -
Expected life 1 Year -
Annualized volatility 74.54% -
Expected dividends - -

STOCK OPTIONS

During the year ended 29 February 2009 the Company has not granted any
stock options and has not recorded any stock-based compensation.

Subsequent to year end, the Company implemented a stock option plan and
granted 2,750,000 options at $1.75 per share to certain officers and
directors of the Company (Note 11)

8. INCOME TAXES

The Company has losses carried forward for income tax purposes to 29
February 2008. There are no current or deferred tax expenses for the
year ended 29 February 2008 due to the Company's loss position. The
Company has fully reserved for any benefits of these losses. The
deferred tax consequences of temporary differences in reporting items
for financial statement and income tax purposes are recognized, as
appropriate. Realization of the future tax benefits related to the
deferred tax assets is dependent on many factors, including the
Company's ability to generate taxable income within the net operating
loss carry forward period. Management has considered these factors in
reaching its conclusion as to the valuation allowance for financial
reporting purposes.

The provision for refundable federal income tax consists of the
following:

FOR THE YEAR FOR THE YEAR
ENDED 29 ENDED 28
FEBRUARY 2008 FEBRUARY 2007
_____________ _____________
Deferred tax asset attributable to:
Current operations 5,125,551 27,377
Contributions to capital by related parties - (8,160)
(5,125,551)
Less: Change in Valuation allowance (19,217)
__________ _______
Net refundable amount - -
__________ _______

The composition of the Company's deferred tax assets as at 29 February
2008 and 28 February 2007 are as follows:

AS AT 29 AS AT 28
FEBRUARY 2008 FEBRUARY 2007
$ $

Net operating loss carry-forward 15,131,373 56,522

Statutory federal income tax rate 34% 34%
Effective income tax rate 0% 0%
Deferred tax assets 5,144,667 19,217

Less: Valuation Allowance (5,144,667) (19,217)
__________ _______
Net Deferred Tax Assets - -
__________ _______

The potential income tax benefit of these losses has been offset by a
full valuation allowance.

As at 29 February 2008, the Company has an unused net operating loss
carry forward balance of approximately $15,131,373 that is available to
offset future taxable income. This unused net operating loss carry
forward balance for income tax purposes expires between the years 2025
and 2028.

9. SUPPLEMENTAL DISCLOSURES WITH RESPECT TO CASH FLOWS

FOR THE PERIOD
FROM THE DATE
OF INCEPTION FOR THE YEAR FOR THE YEAR
ON 11 OCTOBER ENDED 29 ENDED 28
2004 TO 29 FEBRUARY FEBRUARY
FEBRUARY 2008 2008 2007
$ $ $

Cash paid for interest - - -
Cash paid for income taxes - - -

During the year ended 28 February 2007, an officer, director and
stockholder of the Company made contributions to capital for management
fees and rent in the amounts of $18,000 and $6,000 respectively.

During the year ended 29 February 2008, the Company issued 7,500,000
common shares valued at 14,000,000 for the acquisition of the mineral
property interests (Note 3).

10. COMMITMENTS

On 24 August 2007, the Company agreed to pay two directors of the
Company consulting fees of $10,000 per month each on a month to month
basis and to pay the Company's Chief Financial Officer fees of $1,800
per month on a month to month basis (Note 5).

11. SUBSEQUENT EVENTS

The following events occurred subsequent to 29 February 2008:

i. Effective April 1, 2008 the Company entered into an executive
service agreement with Cleary Petroleum and Richard M. Cherry. In
accordance with the terms and provisions of the Executive
Agreement, Mr. Cherry through Cleary Petroleum will provide to
the Company such services as required relating to his executive
position as the President and Chief Executive Officer of the
Company. In accordance the Company shall pay to Cleary Petroleum
a monthly fee of $25,000 and grant to Mr. Cherry 1,000,000 stock
options exercisable at $1.75 per share for a ten year period. The
Executive Agreement may be terminated by either party upon thirty
days notice.

ii. On April 2, 2008 the Board of Directors of the Company ratified,
approved and adopted a Stock Option Plan for the Company in the
amount of 5,000,000 shares with an exercisable period up to 10
years. In the event an optionee ceases to be employed by or to
provide services to the Company for reasons other than cause, any
Stock Option that is vested and held by such optionee maybe
exercisable within up to ninety calendar days after the effective
date that his position ceases. No Stock Option granted under the
Stock Option Plan is transferable. Any Stock Option held by an
optionee at the time of his death may be exercised by his estate
within one year of his death or such longer period as the Board
of Directors may determine (Note 7).

11. SUBSEQUENT EVENTS (CONTINUED)

iii. On April 2, 2008, pursuant to the stock option plan, the Company
granted 2,750,000 options at an exercise price of $1.75 to
certain officers and directors of the company with an exercisable
period of 10 years (Note 7).

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Our principal independent accountant from inception to current date is James
Stafford, Inc. ("Stafford"), Chartered Accountants, Suite 350 - 1111 Melville
Street, Vancouver, British Columbia, Canada V6E 3V6. The report of Stafford on
our financial statements for fiscal year ended February 29, 2008 and February
28, 2007 did not contain an adverse opinion or disclaimer of opinion, nor was it
modified as to uncertainty, audit scope or accounting principles, other than to
state that there is substantial doubt as to our ability to continue as a going
concern. During fiscal year ended February 28, 2007, there were no disagreements
between us and Stafford, whether or not resolved, on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Stafford, would have
caused Stafford to make reference thereto in its report on our audited financial
statements.

ITEM 8A. CONTROLS AND PROCEDURES

FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES

An evaluation was conducted under the supervision and with the participation of
our management, including Richard M. Cherry, our Chief Executive Officer ("CEO")
and Henry Martyn Fowlds, our Chief Financial Officer ("CFO"), of the
effectiveness of the design and operation of our disclosure controls and
procedures as of February 29, 2008. Based on that evaluation, Messrs. Cherry and
Fowlds concluded that our disclosure controls and procedures were not effective
as of such date to ensure that information required to be disclosed in the
reports that we file or submit under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in SEC rules and
forms. Such officers also confirm that there was no change in our internal
control over financial reporting during the year ended February 29, 2008 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

We maintain "disclosure controls and procedures," as such term is defined in
Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"),
that are designed to ensure that information required to be disclosed in our
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the "Evaluation"), under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of our disclosure controls and
procedures ("Disclosure Controls") as of the end of the period covered by this
report pursuant to Rule 13a-15 of the Exchange Act. The evaluation of our
disclosure controls and procedures included a review of the disclosure controls'
and procedures' objectives, design, implementation and the effect of the
controls and procedures on the information generated for use in this report. In
the course of our evaluation, we sought to identify data errors, control
problems or acts of fraud and to confirm the appropriate corrective actions, if
any, including process improvements, were being undertaken. Our Chief Executive

Officer and our Chief Financial Officer concluded that, as of the end of the
period covered by this report, our disclosure controls and procedures were
effective and were operating at the reasonable assurance level.

AUDIT COMMITTEE

Our Board of Directors has not established an audit committee. The respective
role of an audit committee has been conducted by our Board of Directors. We are
contemplating establishment of an audit committee during fiscal year 2008. When
established, the audit committee's primary function will be to provide advice
with respect our financial matters and to assist our Board of Directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor our financial
reporting process and internal control system; (ii) review and appraise the
audit efforts of our independent accountants; (iii) evaluate our quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and our Board of Directors.

ITEM 8A(T)

Not applicable.

ITEM 8B. OTHER INFORMATION

Not applicable.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.

Our directors and executive officers, their ages, positions held are as follows:

NAME AGE POSITION WITH THE COMPANY

Richard Cherry 57 President/Chief Executive Officer and a
Director

Henry Martyn Fowlds 68 Secretary/Treasurer, Chief Financial Officer
and a Director

Jas Butalia 58 Director

James Douglas Brown 55 Director

Ganpat Mani 60 Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of
each director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.

RICHARD M. CHERRY. Mr. Cherry has been our President/Chief Executive Officer
since April 1, 2008 and a director since August 27, 2007. Mr. Cherry has over
thirty-four years of experience in the nuclear industry, having worked for
multiple companies in areas of uranium mining, production, conversion, marketing
and nuclear power generation. Mr. Cherry currently consults to the uranium
industry. From 2000 through 2006, Mr. Cherry was the president and chief
executive officer of Cotter Corporation and Nuclear Fuels Corporation, which are
both affiliates of General Atomics Corporation. Mr. Cherry was responsible for
all aspects of mining and milling operations in Colorado, including uranium and
vanadium production. He was also responsible for the worldwide uranium marketing
efforts of all uranium producted by Cotter Corporation and Nuclear Fuels
Corporation to customers in the United States, Japan and Europe. From 1997
through 2000, Mr. Cherry served as the vice president of ConverDyn and Nuclear
Fuels Corporation. ConverDyn is a joint venture between Honeywell International
and General Atomics formed to market uranium conversion services to large
electrical utilities worldwide. From 1993 to 1997, Mr. Cherry served as the
executive vice president of UG U.S.A., Inc. UG U.S.A. is the U.S. subsidiary of
the German uranium trading company, Urangesellschaft mbH based in Frankfurt,
which trades all forms of nuclear fuel. From 1986 to 1993, Mr. Cherry served as
the regional director (Far East) of Sequoyah Fuels Corporation, marketing their
uranium conversion services to clients in Japan, South Korea and Taiwan. From
1973 to 1986, Mr. Cherry held various engineering and management positions with
Kansas Gas and Electric Company, where he was responsible for the commercial and
technical areas required to secure nuclear fuel for the Wolf Creek Generating
Station near Burlington, Kansas.

Mr. Cherry holds an M.S. in Mechanical Engineering from Wichita State University
and a B.S. in Engineering Physics from the University of Oklahoma. He is a
licensed Professional Engineer in the State of Kansas.

HENRY MARTYN FOWLDS. Mr. Fowlds has been our Secretary/Treasurer and Chief
Financial Officer and a director since August 28, 2007. Mr. Fowlds has over
forty years of experience in the public financial markets. Mr. Fowlds worked as
a registered stockbroker for thirty-seven years, beginning with Merit Investment
Corp. in Toronto, Canada in 1965. He relocated to Vancouver, Canada in 1980 in
order to establish the west coast offices for Merit. In 1990, Mr. Fowlds joined
the brokerage firm of Georgia Pacific Securities. Mr. Fowlds served as Vice
President and sales manager of Georgia Pacific Securities in Vancouver until
2003, when he left the brokerage business to pursue a senior management role
working for public companies in the resources and mining sector. Mr. Fowlds
joined Dentonia Resources Ltd. as Vice President and Director in 2004. Dentonia
is a Canadian mineral exploration company traded on the TSX Venture Exchange.
Since late 2004, he has also served as the Vice President and Director of
Vangold Resources Ltd., a Canadian natural resource company traded on the TSX
Venture Exchange.

JAS BUTALIA. Mr. Butalia has been a director since July 23, 2007. Mr. Butalia
has over twenty-five years experience involving Canadian and international tax
consultation and planning including, but not limited to, corporate and personal
taxation, mergers and acquisitions, U.S. taxation, structuring of inbound and
outbound transactions, and structuring of tax planning for individuals
pertaining to offshore structures. Mr. Butalia was a tax consultation
practitioner from 1976 to 2003 with BDO Dunwoody LLP, where he was a partner
from 1979. During January 2004 Mr. Butalia retired from BDO Dunwoody LLP, and he
currently practices as an independent tax consultant. Mr. Butalia served four
years on the tax committee of BDO Dunwoody LLP, including as chairman, and also
served four years on the tax committee of the Institute of Chartered Accountants
of British Columbia. He has authored a paper for the British Columbia Tax
Conference hosted by the Canadian Tax Foundation, has written income tax courses
and presented seminars for the Professional Development program of the
Instituted Chartered Accountants of British Columbia and the Institute of
Chartered Accountants of Alberta, and has been a tutorial leader for over five
years at the School of Chartered Accountancy of the Institute of Chartered
Accountants of British Columbia. Mr. Butalia received a degree from the
Institute of Chartered Accountants of British Columbia in 1974 and from the
Institute of Chartered Accountants of Alberta in 1989. Mr. Butalia also serves
on the board of directors of Beaumont Select Corporation, currently trading on
the TSX stock exchange in Canada. In addition, Mr. Butalia has served as a
director and as the Chief Financial Officer of Zoro Mining Corp., a reporting
company, since May 2007.

JAMES DOUGLAS BROWN. Mr. Brown has been a director since August 2, 2007. Mr.
Brown possesses over thirty-five years of investment banking experience. Mr.
Brown began his banking career as a financial analyst with JP Morgan in London
and New York. During the period from 1982 to 1997, Mr. Brown served with
Citigroup and Banque Indosuez, focusing on transactions related to the Middle
East. Since 1997, he has actively participated in the creation and management of
hedge fund opportunities. Currently, Mr. Brown is a principal of Grasmere
Limited, a privately held advisory company, which specializes in distribution of
hedge funds and corporate finance. In addition, Mr. Brown serves as a director
of the following entities: LIM Asia Arbitrage Fund, a large Asian hedge fund;
Eastern Capital Fund, a Russian equity fund; Lund Gold Ltd., a junior gold

exploration company (LGD:TSX-V); and, since March 2007, Endeavor Energy
Corporation (formerly Dujour Products, Inc.), an oil and gas exploration company
(ENEC:OTCBB). He also serves on the Advisory Board of Pacific Asia China Energy
Inc. (PCE:TSX-V). From July 2003 until June 2007, Mr. Brown served as a director
of Inyx, Inc. (IYXI:OTCBB), a specialty pharmaceutical company. Since 2005, Mr.
Brown has served as a director of Quest Oil Corporation (QOIL:OTCBB). Mr. Brown
holds a law degree from Edinburgh University.

GANPAT MANI. Mr. Mani has been a director since August 27, 2007. From 1994 to
2007, Mr. Mani held several senior marketing positions with ConverDyn (a joint
venture between Honeywell International and General Atomics Corporation),
culminating in his role as Senior Vice President of ConverDyn. Mr. Mani was
responsible for maintaining relationships with major nuclear utilities in Asia,
Europe and the United States as well as with enrichers in Europe and the United
States. Mr. Mani managed agents in the Far East and prepared position papers and
draft legislative language for, and represented the company president in,
meetings with U.S. government departments (Commerce, Energy and State) and
industry trade organizations (ESA, NEI, WNA, WNFM, WNTI).

From 1987 to 1994, Mr. Mani was Business Manager for Allied Signal, where he was
responsible for global sales, marketing, technical support and research and
development for a line of inorganic fluorinated products. Prior to his
employment with Allied Signal, Mr. Mani held a variety of positions with Allied
Chemical in the areas of financial management, applications development,
strategic planning and business development. Mr. Mani holds an MBA from Rutgers
University, New Jersey and a Bachelor of Technology Degree in Metallurgical
Engineering from Loughborough University, UK.

FAMILY RELATIONSHIPS

There are no family relationships among our directors or officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed promoters is or have been involved in any legal proceeding
concerning: (i) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being subject to
any order, judgment or decree, not subsequently reversed, suspended or vacated,
of any court of competent jurisdiction permanently or temporarily enjoining,
barring, suspending or otherwise limiting involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our directors and officers, and the
persons who beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended December 31, 2007.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the compensation paid to our Chief Executive
Officer and those executive officers that earned in excess of $100,000 during
fiscal year ended February 29, 2008 (the "Named Executive Officer"). Our current
officers/directors are not included in the Summary Compensation Table since
their respective appointment dates occurred simultaneous with or subsequent to
fiscal year ended February 29, 2008.

SUMMARY COMPENSATION TABLE

__________________________________________________________________________________________________________________________

Non-Qualified
Non-Equity Deferred
Name and Stock Option Incentive Plan Compensation All Other
Principal Salary Bonus Awards Awards Compensation Earnings Compensation Total
Position Year ($) (1) ($) ($) ($) ($) ($) ($) ($) (2)
__________________________________________________________________________________________________________________________

Michael Sweeney, 2007/2008 $ -0- -0- -0- -0- --- --- ---
President/CEO (1)

D. Bruce Horton,
President/CEO 2007/2008 $-0- -0- -0- -0- --- --- ---
(2)
__________________________________________________________________________________________________________________________

<FN>
(1) Michael Sweeney resigned as our President/Chief Executive Office effective
as of August 28, 2007.

(2) D. Bruce Horton was appointed as our interim President/Chief Executive
Officer effective as of August 28, 2007 and resigned effective as of April
1, 2008.

</FN>

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED FEBRUARY 29, 2008

The following table sets forth information as at February 29, 2008 relating to
options that have been granted to the Named Executive Officer:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OPTION AWARDS STOCK AWARDS
Equity
Incentive
Equity Plan
Incentive Awards:
Equity Plan Market or
Incentive Awards: Payout
Plan Market Number of Value of
Awards: Value of Unearned Unearned
Number of Number of Number of Number of Shares Shares, Shares,
Securities Securities Securities Shares or or Units Units or Units or
Underlying Underlying Underlying Units of of Stock Other Other
Unexercised Unexercised Unexercised Option Stock That That Rights That Rights That
Options Options Unearned Exercise Option Have Not Have Not Have Not Have Not
Exercisable Unexercisable Options Price Expiration Vested Vested Vested Vested
Name (#) (#) (#) ($) Date (#) ($) (#) (#)
____________________________________________________________________________________________________________________________

Michael Sweeney, -0- -0- -0- -0- n/a -0- -0- -0- -0-
President/CEO

D. Bruce Horton,
President/CEO -0- -0- -0- -0- n/a -0- -0- -0- -0-

The following table sets forth information relating to compensation paid to our
directors during fiscal year ended February 29, 2008:

DIRECTOR COMPENSATION TABLE
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned or Incentive Deferred All
Paid in Stock Option Plan Compensation Other
Cash Awards Awards Compensation Earnings Compensation Total
Name ($) ($) ($) ($) ($) ($) ($)
__________________________________________________________________________________________________________________________

Michael Sweeney (1) -0- -0- -0- -0- -0- -0- -0-
Jim Callaghan (1) -0- -0- -0- -0- -0- -0- -0-
Allan Beaton (1) -0- -0- -0- -0- -0- -0- -0-
D. Bruce Horton(2) -0- -0- -0- -0- -0- -0- -0-
Jas Butalia -0- -0- -0- -0- -0- -0- -0-
James Douglas Brown -0- -0- -0- -0- -0- -0- -0-
Richard M. Cherry $60,000 -0- -0- -0- -0- -0- $60,000
Ganpat Mani $60,000 -0- -0- -0- -0- -0- $60,000
Henry Fowlds $10,800 -0- -0- -0- -0- -0- $10,800

<FN>
(1) Messrs. Sweeney, Callghan and Beaton resigned as members of the Board of
Directors effective August 28, 2007.
(2) Mr. Horton resigned as a member of the Board of Directors effective April 1, 2008.

</FN>

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this Annual Report, we have entered into the following
contractual agreements with our executive officers or directors.

EXECUTIVE SERVICES AGREEMENT

On April 1, 2008, we entered into an executive services agreement with Cleary
Petroleum Corporation, an Oklahoma corporation ("Clearly Petroleum") and Richard
M. Cherry (the "Executive Agreement"). In accordance with the terms and
provisions of the Executive Agreement, Mr. Cherry through Cleary Petroleum will
provide to us such services as required relating to his executive position as
our President and Chief Executive Officer. In accordance with the further terms
and provisions of the Executive Agreement, we shall pay to Cleary Petroleum a
monthly fee of $25,000.00 and will grant to Mr. Cherry 1,000,000 stock options
exercisable at $1.75 per share for a ten year period (which stock options were
granted on April 2, 2008). The Executive Agreement may be terminated by either
party upon thirty days notice.

On August 24, 2007, we agreed to pay Richard M. Cherry a consulting fee of
$10,000 on a month to month basis.

GANPAT MANI

On August 24, 2007, we agreed to pay Ganpat Mani a consulting fee of $10,000 on
a month to month basis. HENRY

MARTYN FOWLDS

On August 24, 2007, we agreed to pay to Henry Fowlds a consulting
fee of $1,800 on a month to month basis associated with his executive position
as our Chief Financial Officer.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

As of the date of this Annual Report, the following table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive officers. Each person
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report, there are 54,037,500 shares of common stock issued
and outstanding.

AMOUNT AND NATURE OF PERCENTAGE OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER(1) BENEFICIAL OWNERSHIP(1) OWNERSHIP

DIRECTORS AND OFFICERS:

Strathmore Resources (U.S.) Ltd. 7,500,000 7.95%
2420 Walt Court
Riverton, Wyoming 85201

D. Bruce Horton 11,500,000 21.28%
2443 Alder Street
Vancouver, British Columbia
Canada V6H 4A4

Richard M. Cherry 1,500,000(2) 2.75%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

Henry Martyn Fowlds 250,000(3) *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

Jas Butalia 500,000(4) *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

James Douglas Brown 500,000(4) *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

Ganpat Mani 500,000(4) *%
1 Plaza Paseo
110 - 4801 Lang Avenue NE
Albuquerque, New Mexico 87109

All executive officers and 3,250,000 (5) 5.72%
directors as a group (5 persons)

* Less than one percent.

<FN>

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes
the power to vote, or to direct the voting of shares; and (ii) investment
power, which includes the power to dispose or direct the disposition of
shares. Certain shares may be deemed to be beneficially owned by more than
one person (if, for example, persons share the power to vote or the power
to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the
shares (for example, upon exercise of an option) within 60 days of the date
as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares outstanding is deemed to
include the amount of shares beneficially owned by such person (and only
such person) by reason of these acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in this table does
not necessarily reflect the person's actual ownership or voting power with
respect to the number of shares of common stock actually outstanding as of
the date of this Annual Report. As of the date of this Annual Report, there
are 54,037,500 shares issued and outstanding. Beneficial ownership amounts
reflect the 2207 Forward Stock Split and the 2008 Forward Stock Split.

(2) This figure includes: (i) 500,000 shares of common stock; and (ii)
1,000,000 stock options to purchase 1,000,000 shares of our common stock at
an exercise price of $1.75 per share expiring on April 2, 2018.

(3) This figure includes 250,000 stock options to purchase 250,000 shares of
our common stock at an exercise price of $1.75 per share expiring on April
2, 2018.

(4) This figure includes 500,000 stock options to purchase 500,000 shares of
our common stock at an exercise price of $1.75 per share expiring on April
2, 2018.

(5) This figure includes: (i) 500,000 shares of common stock; and (ii)
2,750,000 stock options to purchase 2,750,000 shares of our common stock at
an exercise price of $1.75 per share expiring on April 2, 2018.
</FN>

CHANGES IN CONTROL

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

ITEM 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

EXECUTIVE SERVICES AGREEMENT

SHAREHOLDER LOAN

On June 4, 2007, we issued a promissory note to one of our shareholders in the
principal amount of $250,000 with interest at 10% per annum. During fiscal year
ended February 29, 2008, the shareholder advanced to us an aggregate of $85,000
at an interest rate of 10% per annum. Thus, as of the date of this Annual
Report, an aggregate of $384,617 is due and owing to the shareholder consisting
of principal and accrued interest of $361,000 and $23,617, respectively.

Except for the transactions described below, none of our directors, officers or
principal stockholders, nor any associate or affiliate of the foregoing, have
any interest, direct or indirect, in any transaction or in any proposed
transactions, which has materially affected or will materially affect us during
fiscal year ended February 29, 2008.

ITEM 13. EXHIBITS

The following exhibits are filed as part of this Annual Report.

EXHIBIT NO. DOCUMENT

3.1 Articles of Incorporation (1)

3.2 Bylaws (1)

10.1 Mineral Property Staking and Purchase Agreement
dated January 28, 2005 between Ancor Resources Inc.
and Laurence Stephenson (1)
10.2 Nose Rock Property - Option and Joint Venture
Agreement between Nu-Mex Uranium Corp. and
Strathmore Resources (US) Ltd. dated September
14, 2007. (2)

10.3 Dalton Pass Property - Option and Joint Venture
Agreement between Nu-Mex Uranium Corp. and
Strathmore Resources (US) Ltd. dated October 5,
2007 (3)

10.4 NWT Uranium Corp. and Nu-Mex Uranium
Corp. Terminate Arrangement
Agreement dated February
13, 2008. (4)

10.5 Executive Services Agreement dated April 1, 2008
among Uranium International Corp., Clearly Petroleum Corp. and
Richard M. Cherry. (5)

31.1 Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act.

31.2 Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act.

32.1 Certification of Chief Executive Officer and
Chief Financial Officer Under Section 1350
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act.

(1) Incorporated by reference from Form SB-2 filed with the Securities and
Exchange Commission on September 13, 2006.

(2) Incorporated by reference from Form 8-K filed with the Securities and
Exchange Commission on September 14, 2007.

(3) Incorporated by reference from Form 8-K filed with the Securities and
Exchange Commission on October 12, 2007.

(4) Incorporated by reference from Form 8-K filed with the Securities and
Exchange Commission on February 19, 2008.

(5) Incorporated by reference from Form 8-K filed with the Securities and
Exchange Commission on April 7, 2008.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended February 29, 2008, we incurred approximately $25,897 in
fees to our principal independent accountants for professional services rendered
in connection with the audit of our financial statements for fiscal year ended
February 29, 2008 and for the review of our financial statements for the
quarters ended May 31, 2007, August 31, 2007 and November 30, 2007.

During fiscal year ended February 28, 2007, we incurred approximately $22,611 in
fees to our principal independent accountant for professional services rendered
in connection with the audit of our financial statements for fiscal year ended
February 28, 2007 and for the review of our financial statements for the
quarters ended May 31, 2006, August 31, 2006 and November 30, 2006.

During fiscal year ended February 29, 2008, we did not incur any other fees for
professional services rendered by our principal independent accountant for all
other non-audit services which may include, but is not limited to, tax-related
services, actuarial services or valuation services.

SIGNATURES

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

URANIUM INTERNATIONAL CORP.

Dated: May 27, 2009

By: /s/ MAREK J. KRECZMER
_______________________
Marek J. Kreczmer,
President/Chief
Executive Officer

Dated: May 27, 2009

By: /s/ WILLIAM D. THOMAS
_______________________
William D. Thomas,
Treasurer/Chief
Financial Officer