SKY DIGITAL STORES CORP. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - SKY DIGITAL STORES CORP.	ex321.htm
EX-31.1 - EXHIBIT 31.1 - SKY DIGITAL STORES CORP.	ex311.htm
EX-31.2 - EXHIBIT 31.2 - SKY DIGITAL STORES CORP.	ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: January 31, 2011

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

For the transition period from __________ to __________

Commission File Number: 000-52293

YELLOWCAKE MINING INC.

(Exact name of registrant as specified in its charter)

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

#1801 Building B, Hai Song Da Sha

Che Gong Miao, Fu Tian Qu

Shenzen, China 518041

(Address of principal executive offices) (Zip Code)

86 755 82718088

(Registrant’s telephone number, including area code)

Suite 219, 7 Ashland Road, Caldwell, New Jersey 07006

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 115,335,576 shares of common stock are issued and outstanding as of March 21, 2011.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS	F-1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7
ITEM 4T. CONTROLS AND PROCEDURES	7
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.	8
ITEM 1A. RISK FACTORS	8
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	10
ITEM 4. [REMOVED AND RESERVED]	10
ITEM 5. OTHER INFORMATION	10
ITEM 6. EXHIBITS	15
SIGNATURES	16

iii

PART I – FINANCIAL INFORMATION

Forward Looking Statements

This quarterly report contains forward-looking statements that relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report, particularly in the section entitled “Risk Factors” of this quarterly report.

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

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

F-1

ITEM 1 FINANCIAL STATEMENTS

F-2

TABLE OF CONTENTS

	Page No.

Balance Sheets	F-3

Statements of Operations for the six and three months ended January 31, 2011 and 2010	F-4

Statements of Cash Flows for the six months ended January 31, 2011 and 2010	F-5

Statements of Changes in Stockholders’ Equity (Deficiency) for the period March 25, 2005 (inception) to January 31, 2011	F-6

Notes to the Financial Statements	F-7–F-15

F-3

YELLOWCAKE MINING INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
(Expressed in US dollars)


	January 31, 2011			July 31, 2010
	(Unaudited)

ASSETS

Current Assets
Cash and cash equivalents	$	206		$	5,307

Total current assets		206			5,307

Office equipment		-			647
Reclamation bonds		-			62,400

Total assets	$	206		$	68,354

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
Accounts payable	$	2,098		$	132,036
Demand loan payable		125,000			125,000
Related party advances		-			15,214
Total current Liabilities		127,098			272,250

Stockholders' Deficiency
Common stock,750,000,000 shares authorized with a par value of
$0.001 115,335,576 shares at January 31,2011 and 55,335,976 at July 31,2010		115,336			55,336
Additional paid-in-capital		20,109,496			20,087,221
Deficit accumulated during exploration stage		(20,351,724	)		(20,346,453	)

Total stockholders' deficiency		(126,892	)		(203,896	)

Total Liabilities and stockholders' deficiency	$	206		$	68,354

See notes to financial statements

F-4

YELLOWCAKE MINING INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Expressed in US dollars)
(UNAUDITED)

													For the period
													from March 25,
													2005 (date of
													development
	Six Months Ended			Six Months Ended			Three Months Ended			Three Months Ended			stage) through
	January 31, 2011			January 31, 2010			January 31, 2011			January 31, 2010			January 31, 2011

Expenses
Consulting fees	$	-		$	11,817		$	-		$	(321	)	$	485,011
General and administrative		3,185			48,581			29			30,503			351,327
Impairment of mineral interests		-			-			-			-			11,681,559
Investor relations and communication		-			1,521			-			765			209,633
Management fees		-			179,154			-			80,584			4,105,560
Mineral propery expenditures		-			(11,105	)		-			(1,125	)		2,087,233
Financing costs		(24,000	)		-			-			-			685,200
Professional fees		21,619			53,441			5,558			40,710			876,031
Loss from operations		(804	)		(283,409	)		(5,587	)		(151,116	)		(20,481,554	)

Other income (expense)
Interest income		1,835			-			-			-			141,714
Interest expense		(6,302	)		-			(3,151	)		-			(11,884	)
		(4,467	)		-			(3,151	)		-			129,830

Loss before income tax expense		(5,271	)		(283,409	)		(8,738	)		(151,116	)		(20,351,724	)
Income tax expense		-			-			-			-			-
Net Loss	$	(5,271	)	$	(283,409	)	$	(8,738	)	$	(151,116	)	$	(20,351,724	)


Basic and diluted loss per share	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average number of shares
outstanding, basic and diluted		75,552,967			55,335,576			95,770,359			55,335,576

See notes to financial statements

F-5

YELLOWCAKE MINING INC.
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY)
For the Period from March 23, 2006 (Date of Inception) to January 31,2011
(Expressed in US dollars)
(UNAUDITED)

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

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

Balance, July 31, 2006		91,800,000		91,800			(36,800	)		(9,134	)		45,866
Shares issued:
Private placement		6,131,625		6,132			5,903,868			-			5,910,000
Acquisition of mineral rights		9,000,000		9,000			10,148,143			-			10,157,143
Shares returned to treasury		(56,000,000		(56,000	)		56,000			-			-
Share issue costs		-		-			(257,505	)		-			(257,505	)
Stock-based compensation		-		-			2,370,719			-			2,370,719
Net loss for the year		-		-			-			(4,121,534	)		(4,121,534	)
Balance, July 31, 2007		50,931,625		50,932			18,184,425			(4,130,668	)		14,104,689
Shares issued:
Acquisition of mineral rights		482,143		482			234,741			-			235,223
Stock-based compensation		-		-			787,828			-			787,828
Net loss for the year		-		-			-			(13,007,493	)		(13,007,493	)
Balance, July 31, 2008		51,413,768		51,414			19,206,994			(17,138,161	)		2,120,247
Stock-based compensation		-		-			540,722			-			540,722
Net loss for the year		-		-			-			(2,856,327	)		(2,856,327	)
Balance, July 31, 2009		51,413,768		51,414			19,747,716			(19,994,488	)		(195,358	)
Shares issued for debt		3,921,808		3,922			200,841			-			204,763
Stock-based compensation (Note 5)		-		-			138,664			-			138,664
Net loss for the year		-		-			-			(351,965	)		(351,965	)
Balance, July 31, 2010		55,335,576		55,336			20,087,221			(20,346,453	)		(203,896	)
Forgiven payables		-		-			22,275			-			22,275
Proceeds from sale of common stock		60,000,000		60,000			-			-			60,000
Net loss for the period		-		-			-			(5,271	)		(5,271	)
Balance, January 31,2011 (unaudited)		115,335,576		115,336			20,109,496			(20,351,724	)		(126,892	)


See notes to financial statements

F-6

YELLOWCAKE MINING INC

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Expressed in US dollars)

(Unaudited)


							For the period
							from March 25,
							2005 (date of
							development
	Six Months Ended			Six Months Ended			stage) through
	January 31, 2011			January 31, 2010			January 31, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(5,271	)	$	(283,409	)	$	(20,351,724	)
Adjustment to reconcile net (loss) to
net cash used in operating activities:
Items not affecting cash
Stock -based compensation		-			124,498			3,837,933
Write off of mineral interests		-			-			11,681,559

Changes in operating assets and liabilities:
Accounts receivable		-			(1,125	)		-
Prepaid expenses		-			16,264			-
Accounts payable and accrued expenses		(107,663	)		116,113			229,136
Net cash used in operating activities		(112,934	)		(27,659	)		(4,603,096	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of capital stock		60,000			-			5,767,495
Proceeds from demand loan		-			-			125,000
Related party advance- Repayment		(15,214	)		-			-
Net cash provided by financing activities		44,786			-			5,892,495

CASH FLOWS FROM INVESTING ACTIVITIES:
Disposal of office equipment		647			-			-
Reclamation bond redemption		62,400			-			-
Acquisition of equipment		-			162			-
Acquisition of mineral rights		-			-			(1,289,193	)
Net cash provided by (used in) investing activities		63,047			162			(1,289,193	)

Net increase (decrease) in cash and cash equivalents		(5,101	)		(27,497	)		206

Cash and cash equivalents, beginning of period		5,307			31,756			-
Cash and cash equivalents,end of period	$	206		$	4,259		$	206

SUPPLEMENTAL CASH FLOW INFORMATION

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


Supplemental Disclosure with respect to Cash flows (Note 8)


See notes to financial statements

F-7

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

1.	BASIS OF PRESENTATION

The interim period financial statements have been prepared by the Company in conformity with generally accepted accounting principles in the United States of America. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements, and in the opinion of management these financial statements contain all adjustments necessary (consisting of normally recurring adjustments) to present fairly the financial information contained therein. Certain information and footnote disclosure normally included in the financial statements prepared in conformity with generally accepted accounting principles in the United States of America have been condensed or omitted. These interim period statements should be read together with the most recent audited financial statements and the accompanying notes for the year ended July 31, 2010. The results of operations for the three-month period ended January 31, 2011 are not necessarily indicative of the results to be expected for the year ending July 31, 2011.

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

The Company was incorporated in the State of Nevada on March 23, 2006 under the name Hoopsoft Development Corp. The Company entered into an agreement and plan of merger (the “Merger Agreement”) dated January 9, 2007 with Yellowcake Mining Inc., a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole purpose of effecting the merger. Pursuant to the terms of the Merger Agreement, Yellowcake Mining Inc. merged with and into Hoopsoft Development Corp., with Hoopsoft Development Corp. carrying on as the surviving corporation under the name “Yellowcake Mining Inc.” The Company is an Exploration Stage Company, as defined by the FASB Accounting Standards Codification (ASC) ASC 915 “Development Stage Enterprises”.

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

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenues and has accumulated losses of $20,351,724 since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to achieve its operating objectives, confirmation of the Company’s interests in the underlying properties and the attainment of profitable operations. Management cannot provide assurances that such plans will occur. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

F-8

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent Accounting Pronouncements

In May 2010, the FASB issued ASU 2010-19, Foreign Currency (Topic 830): Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The amendments in this Update are effective as of the announcement date of March 18, 2010. The Company does not expect the provisions of ASU 2010-19 to have a material effect on the financial position, results of operations or cash flows of the Company.

In April 2010, the FASB issued ASU 2010-13, Compensation-Stock Compensation (Topic 718): Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades - a consensus of the FASB Emerging Issues Task Force. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010. Earlier application is permitted. The Company does not expect the provisions of ASU 2010-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, which is included in the Codification under ASC 815. This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption. This guidance became effective for the Company’s interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In February 2010, the FASB issued ASU No. 2010-09, which is included in the Codification under ASC 855, Subsequent Events (“ASC 855”). This update removes the requirement for an SEC filer to disclose the date through which subsequent events have been evaluated and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

In January 2010, the FASB issued ASU No. 2010-06, which is included in the Codification under ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). This update requires the disclosure of transfers between the observable input categories and activity in the unobservable input category for fair value measurements. The guidance also requires disclosures about the inputs and valuation techniques used to measure fair value and became effective for interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on the Company’s financial statements.

FASB Accounting Standards Codification — Effective for interim and annual periods ending after September 15, 2009, the FASB has defined a new hierarchy for U.S. GAAP and established the FASB Accounting Standards Codification (ASC) as the sole source for authoritative guidance to be applied by nongovernmental entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance is referenced, but it does not have any impact on our financial position or results of operations.

F-9

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

4.	MINERAL RIGHTS

Juniper Ridge

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

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

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

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

Jeep

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

Sky

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

F-10

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

4.	MINERAL RIGHTS – Continued

Beck

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

Date	Cash			Number of Shares

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

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

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

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

Management of the Company has used its best effort to re-negotiate the terms and conditions of the option agreements with American Nuclear Fuels but the efforts to restructure were unsuccessful. On May 15, 2009, the Company formally terminated its master option agreement with American Nuclear Fuels as well as six lease and option agreements with individual claimholders regarding the Beck Project. Consequently, the carrying value of the mineral interests has been fully impaired as at July 31, 2009. The Company has no further financial obligations pursuant to the terminated master agreement and six lease and option agreements related to the Beck properties.

F-11

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

5.	COMMON STOCK

Share issuances

On August 20, 2009 the Company issued a total of 3,921,808 shares with a fair value of $0.035 per share pursuant to agreements to convert certain debts to shares. The fair value was based on the quoted market price on the date of issuance.

On December 1, 2010 the Company issued a total of 60,000,000 shares of common stock to a director at par value for aggregate proceeds of $60,000.

Stock options

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

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

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

Stock options are summarized as follows:

		Number of Options			Weighted Average Exercise Price
Balance at July 31, 2010 and January 31, 2011			100,000			$	3.05

F-12

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

5.	COMMON STOCK (Continued)

Stock Options (continued)

At January 31, 2011, the following stock options were outstanding and exercisable:

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

	100,000	$	3.05	$	-	April 13, 2012		100,000	$	-

The aggregate intrinsic value in the preceding table represents the total intrinsic value, based on the Company’s closing stock price of $0.04 per share as of July 31, 2009, which would have been received by the option holders had all option holders exercised their options as of that date. The total number of in-the-money options vested and exercisable as of October 31, 2010 and 2009 was $Nil. As of October 31, 2010, 100,000 (2009 – 1,075,000) outstanding options were vested and exercisable and the weighted average exercise price was $3.05 (2008 - $2.38). The total intrinsic value of options exercised during the three months ended January 31, 2010 and 2009 was $Nil.

Stock-based Compensation

Total stock based compensation recognized during the three months ended October 31, 2009 in respect of options granted in prior periods was $0.00 (2009 - $66,080) which has been recorded in the Statements of Operations with corresponding additional paid-in capital recorded in stockholders’ equity as follows:

	Three months ended January 31, 2011		Three months ended January 31, 2010			Inception (March 23, 2006) to January 31, 2011

Expenses (recovery):
Consulting fees	$	-	$	(166	)	$	223,958
Management fees		-		58,584			3,614,975
Total stock-based compensation expense	$	-	$	58,418		$	3,837,933

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

	Six months ended January 31, 2011		Six months ended January 31, 2010

Risk-free interest rate		-		1.96% - 4.59	%
Expected life of options (years)		-		3.20 – 4.00
Expected volatility		-		119% - 234	%
Dividend rate		-		0	%

F-13

YELLOWCAKE MINING INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

January 31, 2011 (Expressed in US dollars)

(Unaudited)

6.	RELATED PARTY TRANSACTIONS

The Company paid no management fees to two directors of the Company in the quarter ended January 31, 2011 but incurred $80,584 during the quarter ended January 31, 2010. At January 31, 2011, no monies owed to directors for management fees were included in accounts payable and accrued liabilities. These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed to by the related parties.

On December 1, 2010 the Company issued a total of 60,000,000 shares of common stock to a director at par value for aggregate proceeds of $60,000.

During the quarter ended January 31, 2011 the Company received additional loans totalling $15,000 from Lisa Lopomo, the President of the Company, prior to her resignation on December 13, 2010. These loans were not subject to interest. THe balance at the time of her resignation was $50214. During the quarter ended January 31, 2010, the loan was repaid.

7.	DEMAND LOAN PAYABLE

On February 18, 2010, a lender unrelated to the Company loaned the Company a total of $125,000 pursuant to a promissory note requiring interest at 10% per annum and payable on demand.

8.	FINANCIAL INSTRUMENTS

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

9.	SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

In August 2009 the Company issued 3,921,808 common shares to settle an aggregate debt of $204,763, of which $152,500 was with two former officers and directors of the Company and the remaining $52,263 was with a consultant. The amounts have been excluded from cash flows from financing activities.

The Reclamation Bond proceeds of $64,235 received in September 2010 were subject to an assignment with two former directors and a former consultant in full settlement of certain debts. This resulted in a forgiven amount of $22,275 which has been applied to Additional Paid-in Capital.

10.	CONTINGENT LIABILITIES

In 2007 the Company conducted a private placement offering and agreed with the subscribers that a penalty was payable in the event that the securities offered in the private placement were not registered with the U.S. Securities & Exchange Commission within 6 months. The Company was unable to register the securities in time and accordingly in March, 2008 sent a check to each of the subscribers in the private placement for 12% of the amount invested. Some of the investors in the private placement were not able to be contacted and some of the checks sent by the Company were left uncashed. Therefore, certain former investors of the Company may have a claim for a payment which in the aggregate for all those investors adds up to $24,000 which they were entitled to receive. The Company made substantial efforts to locate these investors and does not consider it likely that they would make a claim at this late date.

11.	SUBSEQUENT EVENTS

The Company has evaluated events subsequent to January 31, 2011 to assess the need for potential recognition or disclosure in this report. As a result of this evaluation, management has concluded that there are no material subsequent events required to be disclosed

F-14

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

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

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

Overview

We were incorporated in the state of Nevada on March 23, 2006 under the name Hoopsoft Development Corp. On January 9, 2007, we entered into an agreement and plan of merger with Yellowcake Mining Inc., a Nevada corporation and wholly-owned subsidiary of Hoopsoft Development Corp., incorporated for the sole purpose of effecting the merger. Pursuant to the terms of the agreement and plan of merger, Yellowcake Mining Inc. merged with and into Hoopsoft Development Corp., with Hoopsoft Development Corp. carrying on as the surviving corporation under the name “Yellowcake Mining Inc.”

Currently, we have no agreements to explore, develop or mine any properties. Due to the downturn of the world economy, financing availability and our inability to raise adequate financing, we have put all exploration projects on hold.

Current Business

We continue to seek new business opportunities with established business entities for a merger with or acquisition of a target business. We have expanded our search for new opportunities to businesses that focus on the manufacture and sale of communications and digital products, however we can provide no assurances that a suitable candidate will be found. Our board of directors has appointed Lin Xiangfeng as our Chief Executive Officer, Chief Financial Officer, Secretary and Chairman due to his experience and resources within the communications industry. Mr. Lin currently serves as chairman of Shenzen Dong Sen Mobile Communication Technology Company Limited (“Deng Sen Mobile”), a company engaged in wholesale, retail and after-sales service for information technology communications products.

We do not have any specific business combination under consideration, nor have we had any discussions with any target business, including Dong Sen Mobile, regarding a possible business combination, We do not currently have any Company policies, restrictions or limitations in place relating to current or future related party transactions or business combination transactions between related parties that would prevent us from entering into a transaction with Deng Sen Mobile. We have not yet begun negotiations or entered into any definitive agreements regarding a potential merger or acquisition. Any new acquisition or business opportunities that we may acquire will require additional financing. We may have difficulties raising capital until we locate a prospective property or other suitable merger or acquisition candidate through which we can pursue our plan of operation. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

The Board of Directors believes that the new name more accurately reflects the Company’s current business focus of seeking to merge with a business that focuses on the manufacturing and sale of communications and digital products, however we will not limit our search to that industry.

Any new acquisition or business opportunities that we may acquire will require additional financing. Management of our company believes that there are benefits to being a reporting company with a class of securities quoted on the OTC BB. These are commonly thought to include:

(i)

the ability to use registered securities to acquire assets or businesses;

(ii)

increased visibility in the financial community;

(iii)

the facilitation of borrowing from financial institutions;

(iv)

potentially improved trading efficiency;

(v)

potential stockholder liquidity;

(vi)

potentially greater ease in raising capital subsequent to an acquisition;

(vii)

potential compensation of key employees through stock options;

(viii)

potentially enhanced corporate image; and

(ix)

a presence in the United States capital market.

We may seek a business opportunity with entities that have recently commenced operations, or entities who wish to utilize the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

As of the date hereof, we have not entered into any formal written agreements for a business combination or opportunity. When any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in which to participate will be complex and without certainty of success. We believe that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. We can provide no assurance that we will be able to locate compatible business opportunities.

We currently do not have a source of revenue. We have not been able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.

Going Concern

The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to achieve its operating objectives and the attainment of profitable operations. Management cannot provide assurances that such plans will occur. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

Material Changes in Financial Condition

We continue to manage our financial position and activities in a manner to maximize the benefit of our current assets.

Working Capital

Our financial condition on January 31, 2011 and July 31, 2010 and the changes between those dates for the respective items are summarized as follows:

	January 31, 2011			July 31, 2010
Current Assets	$	206		$	5,307
Current Liabilities		127,098			272,250
Working Capital Deficiency	$	(126,892	)	$	(266,943	)

Our working capital deficiency decreased by 53.5% due to our decrease in liabilities as a result of decreases in accounts payable during the six months ended January 31, 2010. We were able to decrease our accounts payable and accrued liabilities because we terminated our obligations under our mineral property agreements and financing costs.

Cash Flows

	Six Months Ended January 31
	2011			2010
Net cash used in Operating Activities	$	(103,148	)		(27,659	)
Net cash provided by Financing Activities	$	35,000			-
Net cash provided by (used in) Investing Activities	$	63,047			162
Change in cash during the period	$	(5,101	)		(27,497	)

Cash Used In Operating Activities

During the six months ended January 31, 2011 compared to the six months ended January 31, 2010, our cash used in operating activities increased by 270% when compared to the prior year because we terminated our obligations under our mineral property agreements and our management and consultant agreements.

Cash from Financing Activities

During the three months ended October 31, 2010 compared to the three months ended October 31, 2009, there was an increase of cash provided by financing activities of $35,000 because of advances by a related party.

Cash Provided by (Used in) Investing Activities

During the six months ended January 31, 2011 compared to the six months ended January 31, 2010 our cash provided by investing activities increased from $162 to $63,047 through the sale of office equipment and completion of an assignment of a reclamation bond and the sale of common stock. On May 7, 2009 the Company remitted $62,400 to the State of Colorado Department of Mined Land Reclamation and Safety, in order to replace $130,400 of existing reclamation bonds received by the Company. The Company confirmed with the State that the approved remediation process had been completed on some of the Company’s site exploration activities. The process resulted in the Company receiving $130,400 from the State and the holding of $62,400 in reclamation bonds over existing properties in Colorado. The State inspected the properties to insure that the Company had completed all of the required remediation on site exploration and the Company made an application for the return of these funds. In February 2010 the Company assigned its interest in these Bonds to two directors and a consultant in respect of certain amounts owed to them.

Material Changes in Results of Operation

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended July 31, 2010 and our unaudited financial statements for the period ended January 31, 2011.

Revenues

We have not earned any revenues to date and do not anticipate earning revenues, if ever, until such time as we enter into a new business opportunity with an established business.

Expenses

In the tables below show our operating results for the six months ended January 31, 2011 and 2010:

	Six Months ended January 31, 2011			Six Months ended January 31, 2010
Revenues		-			-
Expenses
Consulting fees	$	-		$	11,817
General and administrative		3,185			48,581
Investor relations		-			1,521
Management fees		-			179,154
Mineral property interests		-			(11,105	)
Financing Costs		(24,000	)		-
Professional fees		21,619			53,441

Loss from operations		(804	)		(283,409	)
Interest income		1,835			-
Interest expense		(6,302	)		-

Net Income (Loss)		(5,271	)		(283,409	)


Basic and diluted loss per share	$	(0.01	)		(0.01	)

Weighted average number of shares outstanding		115,335,576			55,335,576

Consulting fees

For the six months ended January 31, 2011 compared to the six months ended January 31, 2010, our consulting fee expenses decreased by 100% compared to the same period last year. This decrease was due to the cancellation of our consulting agreements.

General and administrative

For the six months ended January 31, 2011 compared to the six months ended January 31, 2010, our general and administrative expenses decreased by 93% compared to the same period last year. This decrease was due to the termination of our obligations under our mineral property agreements.

Investor relations

For the six months ended January 31, 2011 compared to the three months ended January 31, 2010, our investor relations expenses decreased by 100% compared to the same period last year. This decrease was due to the fact that we had no investor relations expenses for the six months ended January 31, 2011.

Management fees

For the six months ended January 31, 2011 compared to the six months ended January 31, 2010, our management fees decreased by 100% compared to the same period last year. This decrease was due to the cancellation of our agreement with outgoing management in February 2010.

Financing Costs

Professional fees

For the six months ended January 31, 2011 compared to the six months ended January 31, 2010, our professional fees decreased by 60% compared to the same period last year. This decrease was due to a decrease in requirements for professional services due to absense of new registrations applications during the six months ended January 31, 2011.

Anticipated Cash Requirements

We estimate our operating expenses and working capital requirements for the year ended July 31, 2011 to be as follows:

Expense	Amount
General and administrative	$	7,500
Investor relations and communications		1,000
Professional fees		35,000
Total expenses	$	43,500

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent accounting pronouncements

In March 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-11, which is included in the Codification under ASC 815. This update clarifies the type of embedded credit derivative that is exempt from embedded derivative bifurcation requirements. Only an embedded credit derivative that is related to the subordination of one financial instrument to another qualifies for the exemption. This guidance became effective for our interim and annual reporting periods beginning January 1, 2010. The adoption of this guidance did not have a material impact on our financial statements.

Application of Critical Accounting Policies

Basis of Presentation

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

GOING CONCERN

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business however, the Company has not generated revenues and has accumulated losses of $20,348,573 since inception and its current liabilities exceed its current assets by $183,741, and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to achieve its operating objectives, confirmation of the Company’s interests in the underlying properties and the attainment of profitable operations. Management cannot provide assurances that such plans will occur. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

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

Basic and Diluted Loss Per Share

We compute our net loss per share in accordance with FASB ASC 260-10-45 (“ASC 260-10-45”, formerly referred to as SFAS No. 128), “Earnings per Share”. ASC 260-10-45 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. For the year ended July 31, 2010, and six months ended January 31, 2011 potentially dilutive common shares relating to options and warrants outstanding totalling 100,000 (2009 – 1,600,000) were not included in the computation of loss per share because the effect was anti-dilutive.

Mineral Rights and Mineral Property Interests

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

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

Asset retirement obligations

We record the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets in accordance with FASB ASC 410 (“ASC 410”, formerly referred to as SFAS No. 143), "Accounting for Asset Retirement Obligations". The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. At October 31, 2010 and 2009, we have not accrued any asset retirement obligations.

Impairment of long-lived assets

Long-lived assets are continually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. During the year ended July 31, 2010, we recognized an impairment of nil in respect of one of our mineral properties (2009 - $1,324,417).

Foreign Currency Translation

Our functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with FASB ASC 830 (“ASC 830”, formerly referred to as SFAS No. 52), “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. We have not, to the date of our financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Income Taxes

We follow the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If it is determined that the realization of the future tax benefit is not more likely than not, we established a valuation allowance. On August 1, 2007, we adopted FASB ASC 740 (“ASC 740”, formerly referred to as FIN 48), regarding accounting for uncertainty in tax positions. We remain subject to examination of income tax filings in the United States and various state jurisdictions for periods since its inception in 2006. We have also determined that we are subject to examination in Canada for all prior periods due to our continued loss position in such jurisdictions. Material tax positions were examined under the more-likely-than-not guidance provided by ASC 740. If interest and penalties were to be assessed, we would charge interest to interest expense, and penalties to general and administrative expense.

As a result of the ASC 740 assessment, we concluded that it has not taken any uncertain tax positions on any of its open tax returns that would materially distort our financial statements. There was no material cumulative effect of adopting ASC 740 on our financial statements as of August 1, 2007.

Stock-based Compensation

We records stock-based compensation in accordance with FASB ASC 718 (“ASC 718”, formerly referred to as SFAS No. 123R), “Accounting for Stock-based Compensation”, and applied the recommendations of this standard using the modified prospective method. Under this application, we are required to record compensation expense, based on the fair value of the awards, for all awards granted after the date of the adoption and for the unvested portion of previously granted awards that remain outstanding as at the date of adoption. Prior to the adoption of ASC 718, we did not issue any compensation awards.

Purchase of Significant Equipment

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

Personnel Plan

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

During the period ended January 31, 2011, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate our material weaknesses when we are able to do so financially and when the timing is appropriate for our company. We do not know what further measures we will take, when we will take them or how much they will cost.

Certifications

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

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

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

Risks Associated with our Company

Business opportunities that we believe are in the best interests of our company may be scarce or we may be unable to obtain the ones that we want. If we are unable to obtain a business opportunity that we believe is in the best interests of our company, we may never recommence operations and will go out of business. If we go out of business, investors will lose their entire investment in our company.

We are, and will continue to be, an insignificant participant in the number of companies seeking a suitable business opportunity or business combination. A large number of established and well-financed entities, including venture capital firms, are actively seeking suitable business opportunities or business combinations which may also be desirable target candidates for us. Virtually all such entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. We are, consequently, at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. We will also compete with numerous other small public companies seeking suitable business opportunities or business combinations. If we are unable to obtain a business opportunity that we believe is in the best interests of our company, we may never recommence operations and will go out of business. If we go out of business, investors will lose their entire investment in our company.

The worldwide economic downturn may reduce our ability to obtain the financing necessary to continue our business and may reduce the number of viable businesses that we may wish to acquire. If we cannot raise the funds that we need or find a suitable business to acquire, we will go out of business and investors will lose their entire investment in our company.

Since 2008, there has been a downturn in general worldwide economic conditions due to many factors, including the effects of the subprime lending and general credit market crises, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these economic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in fewer business opportunities as companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations. We may not be able to raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable. If we cannot raise the funds that we need or find a suitable product or business to acquire, we will go out of business. If we go out of business, investors will lose their entire investment in our company.

We have had negative cash flows from operations and if we are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $206 and a working capital deficit of $126,892 as of January 31, 2011. We anticipate that we will require additional financing while we are seeking a suitable business opportunity or business combination. Further, we anticipate that we will not have sufficient capital to fund our ongoing operations for the next twelve months. We may be required to raise additional financing for a particular business combination or business opportunity. We would likely secure any additional financing necessary through a private placement of our common shares.

There can be no assurance that, if required, any such financing will be available upon terms and conditions acceptable to us, if at all. Our inability to obtain additional financing in a sufficient amount when needed, and upon terms and conditions acceptable to us, could have a material adverse effect upon our company. We will require further funds to finance the development of any business opportunity that we acquire. There can be no assurance that such funds will be available or available on terms satisfactory to us. If additional funds are raised by issuing equity securities, further dilution to existing or future shareholders is likely to result. If adequate funds are not available on acceptable terms when needed, we may be required to delay, scale back or eliminate the development of any business opportunity that we acquire. Inadequate funding could also impair our ability to compete in the marketplace, which may result in the dissolution of our company.

A decline in the price of our common shares could affect our ability to raise further working capital and adversely impact our operations. If we cannot raise the funds that we require, we will go out of business and investors will lose their entire investment in our company.

A prolonged decline in the price of our common shares could result in a reduction in the liquidity of our common shares and a reduction in our ability to raise capital. Because our operations have been primarily financed through the sale of equity securities, a decline in the price of our common shares could be especially detrimental to our liquidity and our continued operations. Any reduction in our ability to raise equity capital in the future would force us to reallocate funds from other planned uses and would have a significant negative effect on our business plans and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.

We have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies seeking to acquire or establish a new business opportunity. Some of these risks and uncertainties relate to our ability to identify, secure and complete an acquisition of a suitable business opportunity.

We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. In addition, our operating results are dependent to a large degree upon factors outside of our control. There are no assurances that we will be successful in addressing these risks, and failure to do so may adversely affect our business.

It is unlikely that we will generate any or significant revenues while we seek a suitable business opportunity. Our short and long-term prospects depend upon our ability to select and secure a suitable business opportunity. In order for us to make a profit, we will need to successfully acquire a new business opportunity in order to generate revenues in an amount sufficient to cover any and all future costs and expenses in connection with any such business opportunity. Even if we become profitable, we may not sustain or increase our profits on a quarterly or annual basis in the future.

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until we complete a business combination or acquire a business opportunity. This may result in our company incurring a net operating loss which will increase continuously until we complete a business combination or acquire a business opportunity that can generate revenues that result in a net profit to us. There is no assurance that we will identify a suitable business opportunity or complete a business combination.

We have no agreement for business combination or other transaction and we have no standards for business combinations. We may never enter into a business combination or may enter into an unsuccessful business combination, either of which would likely cause us to go out of business and our investors to lose all of their investment in our company.

We have no arrangement, agreement, or understanding with respect to acquiring a business opportunity or engaging in a business combination with any private entity. There can be no assurance that we will successfully identify and evaluate suitable business opportunities or conclude a business combination. There is no assurance that we will be able to negotiate the acquisition of a business opportunity or a business combination on terms favorable to us. We have not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria which we will require a target business opportunity to have achieved, and without which we would not consider a business combination in any form with such business opportunity. Accordingly, we may enter into a business combination with a business opportunity having no significant operating history, losses, limited or no potential for earnings, limited assets, negative net worth or other negative characteristics. We many never enter into a Business Combination or we may enter into an unsuccessful on, either of which would likely cause us to go out of business and our investors to lose all of their investment in our company.

Risks Associated with our Common Shares

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

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

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

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

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

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

The following information has been included in our Form 14c, and subsequent amendments, as filed with the U.S. Securities and Exchange Commission. As of the date of this Quarterly filing none of the events disclosed below have taken effect.

AMENDMENT TO THE ARTICLES OF INCORPORATION TO EFFECT AREVERSE STOCK SPLITOF THE OUTSTANDING SHARES OF COMPANY’S COMMON STOCK AT A RATIO OF 1 FOR 200

Our board of directors and the holders of a majority of the voting power of our outstanding shares of Common Stock have approved an amendment to our articles of incorporation to effect a reverse stock split of the outstanding shares of our common stock at a ratio of 1 for 200. The reverse split is expected to become effective upon the filing of the amendment to the articles of incorporation with the Secretary of State of the State of Nevada. We will file the amendment to our articles of incorporation to effect the reverse stock split approximately (but not less than) 20 days after this information statement is mailed to stockholders.

The amendment to the articles of incorporation of incorporation will effect a 1 for 200 reverse split in our Common Stock. As a result of the reverse split, each 200 shares of Common Stock (the “Old Shares”) will become and be converted into one share of Common Stock (the “New Shares”), with stockholders who would receive a fractional share to receive such additional fractional share as will result in the holder having a whole number of round lot 100shares.

As a result of the reverse split, the number of shares of Common Stock issued and outstanding will decrease from 115,335,576 to approximately 576,677. Since additional fractional shares may be issued in order to round up fractional shares, we do not know the exact number of New Shares that will be outstanding after the reverse split.

Reasons for the Reverse Stock Split

The Company’s Board of Director’s believes that the Company presently has outstanding an exceedingly large number of shares of Common Stock, It is anticipated that the reverse stock split, if implemented, will (i) reduce the total number of outstanding shares of Company common stock to a more customary range for public companies, and (ii) allow the Company’s Common Stock to trade at a higher per-share price. With the Company’s Common Stock recently trading as low as $0.02 per share, relatively small moves in absolute terms in the per-share trading price of our Common Stock translates into disproportionately large swings in the trading price on a percentage basis. The Company believes that these swings tend to bear little, if any, relationship to the Company’s financial condition and results of operations and may negatively affect the price of the Company’s Common Stock. Furthermore, the Company believes that an increase in the per-share trading price may enhance the acceptability and marketability of our Common Stock to the financial community and investing public.

Potential Effects of the Reverse Stock Split

The immediate effect of a reverse stock split will be to reduce the number of shares of Common Stock outstanding, and to increase the trading price of the Common Stock. However, the effect of any reverse stock split upon the market price of the Common Stock cannot be predicted, and the history of reverse stock splits for companies in similar circumstances is varied. We cannot assure you that the trading price of the Common Stock after the reverse stock split will rise in exact proportion to the reduction in the number of shares of the Common Stock outstanding as a result of the reverse stock split. Also, as stated above, the Company cannot assure you that a reverse stock split will lead to a sustained increase in the trading price of the Common Stock. The trading price of the Common Stock may change due to a variety of other factors, including the Company’s operating results, other factors related to the Company’s business, and general market conditions.

Effect on Ownership by Individual Shareholders

The New Shares issued pursuant to the reverse stock split will be fully paid and non-assessable. All New Shares will have the same voting rights and other rights as the Old Shares. Our stockholders do not have preemptive rights to acquire additional shares of Common Stock. The reverse stock split will not alter any shareholder’s percentage interest in our equity, except to the extent that the reverse stock split results in any of our stockholders owning a fractional share, which will be rounded up to the next whole number of shares.

Other Effects on Outstanding Shares

As stated above, the rights of the outstanding shares of Common Stock will remain the same after the reverse stock split.

The reverse stock split may result in some shareholders owning "odd-lots" of less than 100 shares of Common Stock. Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in "round-lots" of even multiples of 100 shares.

The Company’s Common Stock is currently registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Company is subject to the periodic reporting and other requirements of the Exchange Act. The reverse stock split will not affect the registration of the Company’s Common Stock under the Exchange Act.

Authorized Shares of Common Stock

The reverse stock split will not change the number of authorized shares of the Company’s Common Stock under the Company’s articles of incorporation. Because the number of issued and outstanding shares of Common Stock will decrease, the number of shares of Common Stock remaining available for issuance will increase. The Company does not currently have any plans, proposal or arrangement to issue any of its authorized but unissued shares of Common Stock.

By increasing the number of authorized but unissued shares of Common Stock, the reverse split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might side with the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests of the Company or its stockholders. The reverse split therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts the reverse split may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The reverse split may have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors is not aware of any attempt to take control of the Company and the Board of Directors has not approved the reverse split with the intent that it be utilized as a type of anti-takeover device. The Company’s articles of incorporation and by-laws do not have any anti-takeover provisions.

Fractional Shares

The Company will not issue fractional shares in connection with the reverse stock split. Instead, any fractional share resulting from the reverse stock split will be rounded up to the nearest whole share.

Accounting Consequences

The par value of the Common Stock will remain unchanged at $0.001 par value per share after the reverse stock split. Also, the capital account of the Company will remain unchanged, and the Company does not anticipate that any other accounting consequences will arise as a result of the reverse stock split.

Federal Income Tax Consequences

We believe that the United States federal income tax consequences of the reverse stock split to holders of Common Stock will be as follows:

(i) Except as explained in (v) below with respect to fractional shares, no income gain or loss will be recognized by a shareholder on the surrender of the current shares or receipt of the certificate representing new post-split shares.

(ii) Except as explained in (v) below with respect to fractional shares, the tax basis of the New Shares will equal the tax basis of the Old Shares exchanged therefore.

(iii) Except as explained in (v) below, the holding period of the New Shares will include the holding period of the Old Shares if such Old Shares were held as capital assets.

(iv) The conversion of the Old Shares into the New Shares will produce no taxable income or gain or loss to us.

(v) The federal income tax treatment of the receipt of the additional fractional interest by a shareholder is not clear and may result in tax liability not material in amount in view of the low value of such fractional interest.

Our opinion is not binding upon the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will accept the positions expressed above.

THE ABOVE REFRENCED IS A BRIEF SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON THE PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE REVERSE STOCK SPLIT, AND DOES NOT CONSTITUTE A TAX OPINION. THIS SUMMARY DOES NOT PURPORT TO BE COMPLETE AND DOES NOT ADDRESS THE FEDERAL INCOME TAX CONSEQUENCES TO TAXPAYERS WITH SPECIAL TAX STATUS. IN ADDITION, THIS SUMMARY DOES NOT DISCUSS THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE STOCKHOLDER MAY RESIDE, AND DOES NOT DISCUSS ESTATE, GIFT OR OTHER TAX CONSEQUENCES OTHER THAN INCOME TAX CONSEQUENCES. THE COMPANY ADVISES EACH PARTICIPANT TO CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT AND FOR REFERENCE TO APPLICABLE PROVISIONS OF THE CODE.

Procedure for Effecting the Reverse Stock Split and Exchange of Stock Certificates

The reverse stock split will be implemented by filing an amendment to the Company's articles of incorporation with the Secretary of State of the State of Nevada, in the form of Appendix A hereto, and the reverse stock split will become effective on the date of the filing. We will obtain a new CUSIP number for the new Common Stock effective at the time of the reverse split.

As of the effective date of the reverse stock split, each certificate representing shares of Common Stock before the reverse stock split will be deemed, for all corporate purposes, to evidence ownership of the reduced number of shares of Common Stock resulting from the reverse stock split. All options, warrants, convertible debt instruments and other securities will also be automatically adjusted on the effective date.

The Company anticipates that its transfer agent will act as the exchange agent for purposes of implementing the exchange of stock certificates. As soon as practicable after the effective date, shareholders and holders of securities convertible into the Company's Common Stock will be notified of the effectiveness of the reverse split.. Persons who hold their shares in brokerage accounts or "street name" will not be required to take any further actions to effect the exchange of their certificates. Instead, the holder of the certificate will be contacted. Until surrender, each certificate representing shares before the reverse stock split will continue to be valid and will represent the adjusted number of shares based on the exchange ratio of the reverse stock split, rounded up to the nearest whole share. Shareholders should not destroy any stock certificate and should not submit any certificates until they receive a letter of transmittal.

AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION

TO AUTHORIZE THE CREATION OF 25,000,000 SHARES

OF “BLANK CHECK” PREFERRED STOCK

Our board of directors and the holders of a majority of the voting power of our outstanding shares of Common Stock have approved an amendment to our articles of incorporation to authorize the creation of 25,000,000 shares of “blank check” preferred stock. The Board believes that the authorization of preferred shares would provide the Company greater flexibility with respect to the Company’s capital structure for such purposes as additional equity financings, and stock based acquisitions.

The term "blank check" refers to preferred stock, the creation and issuance of which is authorized in advance by the stockholders and the terms, rights and features of which are determined by the Board upon issuance. The authorization of such blank check preferred stock would permit the Board to authorize and issue preferred stock from time to time in one or more series.

Subject to the provisions of the Company's Articles of Incorporation and the limitations prescribed by law, the Board would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by the stockholders. The Board would be required to make any determination to issue shares of preferred stock based on its judgment as to the best interests of the Company and its stockholders. The amendment to the Articles of Incorporation would give the Board flexibility, without further stockholder action, to issue preferred stock on such terms and conditions as the Board deems to be in the best interests of the Company and its stockholders.

The amendment would provide the Company with increased financial flexibility in meeting future capital requirements by providing another type of security in addition to its Common Stock, as it will allow preferred stock to be available for issuance from time to time and with such features as determined by the Board for any proper corporate purpose. It is anticipated that such purposes may include exchanging preferred stock for Common Stock and, without limitation, may include the issuance for cash as a means of obtaining capital for use by the Company, or issuance as part or all of the consideration required to be paid by the Company for acquisitions of other businesses or assets.

Any issuance of preferred stock with voting rights could, under certain circumstances, have the effect of delaying or preventing a change in control of the Company by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control of the Company. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to render more difficult or discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwise. The ability of the Board to issue such additional shares of preferred stock, with the rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of the Company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board could make it more difficult to remove incumbent managers and directors from office even if such change were to be favorable to stockholders generally.

While the amendment may have anti-takeover ramifications, the Board believes that the financial flexibility offered by the amendment outweighs any disadvantages. To the extent that the amendment may have anti-takeover effects, the amendment may encourage persons seeking to acquire the Company to negotiate directly with the Board enabling the Board to consider the proposed transaction in a manner that best serves the stockholders' interests.

The Company has no present plans, arrangements, commitments or understandings for the issuance of shares of Preferred Stock.

AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION

TO CHANGE THE NAME OF THE COMPANY TO “SKY DIGITAL STORES CORP.”

Our board of directors and the holders of a majority of the voting power of our outstanding shares of Common Stock have approved an amendment to our articles of incorporation to change the name of the Company to “SKY Digital Stores Corp”. Currently, we have no agreements to explore, develop or mine any properties. We continue to seek new business opportunities with established business entities for a merger with or acquisition of a target business. We have expanded our search for new opportunities to businesses that focus on the manufacture and sale of communications and digital products, however we can provide no assurances that a suitable candidate will be found. Our board of directors has appointed Lin Xiangfeng as our Chief Executive Officer, Chief Financial Officer, Secretary and Chairman due to his experience and resources within the communications industry. Mr. Lin currently serves as chairman of Shenzen Dong Sen Mobile Communication Technology Company Limited (“Deng Sen Mobile”), a company engaged in wholesale, retail and after-sales service for information technology communications products. We do not have any specific business combination under consideration, nor have we had any discussions with any target business, including Dong Sen Mobile, regarding a possible business combination, We do not currently have any Company policies, restrictions or limitations in place relating to current or future related party transactions or business combination transactions between related parties that would prevent us from entering into a transaction with Deng Sen Mobile. We have not yet begun negotiations or entered into any definitive agreements regarding a potential merger or acquisition. Any new acquisition or business opportunities that we may acquire will require additional financing. We may have difficulties raising capital until we locate a prospective property or other suitable merger or acquisition candidate through which we can pursue our plan of operation. The Board of Directors believes that the new name more accurately reflects the Company’s current business focusof seeking to merge with a business that focuses on the manufacturing and sale of communications and digital products, however we will not limit our search to that industry.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number	Description
3.1	Articles of Incorporation (attached as an exhibit to our Form SB-2 Registration Statement, filed on September 22, 2006)
3.2	Bylaws (attached as an exhibit to our Form SB-2 Registration Statement, filed on September 22, 2006)
3.3	Articles of Merger filed with the Secretary of State on January 12, 2007 and which is effective January 23, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 25, 2007)
3.4	Certificate of Change filed with the Secretary of State of Nevada on January 12, 2007 and which is effective January 23, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 25, 2007)
3.5	Amended and Restated Bylaws (attached as an exhibit to our current report on Form 8-K, filed on September 18, 2008)
10.1	Letter of intent between our company and Strathmore Minerals Corp. dated January 29, 2007 (attached as an exhibit to our current report on Form 8-K, filed on January 30, 2007)
10.2	Form of Overseas Subscription Agreement (attached as an exhibit to our current report on Form 8-K, filed on February 22, 2007)
10.3	Form of US Subscription Agreement (attached as an exhibit to our current report on Form 8-K, filed on February 22, 2007)
10.4	Option and Joint Venture Agreement dated March 14, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on March 16, 2007)
10.5	Letter of Intent dated April 5, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on April 10, 2007)
10.6	Letter of Intent dated April 12, 2007 between our company and Strathmore Minerals Corp. (attached as an exhibit to our current report on Form 8-K, filed on April 19, 2007)
10.7	Investor Relations Agreement with Carson Seabolt dated June 15, 2007 (attached as an exhibit to our current report on Form 8-K, filed on July 12, 2007)
10.8	Amended Letter of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Jeep Project (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007)
10.9	Amended Letter of Intent with Strathmore Resources (US) Ltd. dated July 23, 2007 regarding the Sky Project (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007
10.10	Stock Option Plan (attached as an exhibit to our current report on Form 8-K, filed on July 31, 2007)
10.11	Form of Master Agreement Concerning Lease and Option for Purchase and Sale of Mining Properties (Mining Claims, Montrose County, Colorado) (attached as an exhibit to our current report on Form 8-K filed on January 7, 2008)
10.12	Limited Liability Company Operating Agreement dated effective December 31, 2007 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008)
10.13	Jeep Project Termination Agreement dated April 21, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008)
10.14	Sky Project Termination Agreement dated April 21, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on May 1, 2008)
10.15	Juniper Ridge Project Termination Agreement dated December 29, 2008 with Strathmore Resources (US) Ltd. (attached as an exhibit to our current report on Form 8-K, filed on January 2, 2009)
10.16	American Nuclear Fuels (Colorado) LLC Standstill Agreement dated March 16, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on March 23, 2009)
10.17	Relinquishment and Surrender of Lease and Option with Beckworth Corporation dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.18	Relinquishment and Surrender of Lease and Option with Energy Venture LLC and Uravan Land and Cattle Company LLC dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.19	Relinquishment and Surrender of Lease and Option with Bruce L. Beck dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.20	Relinquishment and Surrender of Lease and Option with Bedrock Development Corp. dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.21	Relinquishment and Surrender of Lease and Option with Eagle Venture Group LLC dated May 15, 2009 (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
10.22	May 15, 2009 letter to American Nuclear Fuels (Colorado) LLC terminating the master agreement (attached as an exhibit to our quarterly report on Form 10-Q filed on June 15, 2009)
14.1	Code of Ethics (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)
16.1	Letter on change in certifying accountant (attached as an exhibit to our current report on Form 8-K filed on April 28, 2010)
31.1*	Section 302 Certification under Sarbanes-Oxley Act Of 2002
32.1*	Section 906 Certification under Sarbanes- Oxley Act Of 2002
99.1	Audit Committee Charter (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)
99.2	Nominating Committee Charter (attached as an exhibit to our annual report on Form 10-KSB, filed on November 14, 2007)

* Filed herewith.

SIGNATURES

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

	YELLOWCAKE MINING INC.

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

Dated: March 22, 2011

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