Uranium Star Corp - Indicate by check mark whether the registrant...

Uranium Star Corp - Recent Material Event

Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K or any amendment to this Form 10-K. [ x ]

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 definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Non-accelerated filer o

Accelerated filer o

Smaller reporting company x

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter was $12,082,699.

The number of shares outstanding of the registrant’s Common Stock, par value $.01 per share (the "Common Stock"), as of September 22 2008, was 71,636,357.

Documents Incorporated By Reference : None

URANIUM STAR CORP.

Report on Form 10-K

For the Fiscal Year Ended June 30, 2008

TABLE OF CONTENTS


PART I		PAGE
ITEM 1.	Description of Business	2

ITEM 1A.	Risk Factors	12

ITEM 2.	Description of Properties	19

ITEM 3.	Legal Proceedings	19

ITEM 4.	Submission of Matters to a Vote of Security Holders	19
PART II
ITEM 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20

ITEM 6.	Selected Financial Data	22

ITEM 7.	Management's Discussion and Analysis or Plan of Operations	22

ITEM 7A.	Quantitative and Qualitative Disclosures About Market Risk	29

ITEM 8.	Financial Statements	29

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	29

ITEM 9A.	Controls and Procedures	29

ITEM 9B.	Other Information	30
PART III
ITEM 10.	Directors, Executive Officers, Promoters, Control Persons and Corporate Governance Compliance with Section 16(A) of The Exchange Act	31

ITEM 11.	Executive Compensation	34

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	39

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence	40

ITEM 14.	Principal Accountant Fees and Services	41
PART IV		42
ITEM 15.	Exhibits, Financial Statement Schedules	43
	Signatures Exhibit 14.1 – Financial Code Of Ethics Exhibit 23.1 – Consent Of Independent Auditors Exhibit 31.1 – Certification Of CEO pursuant to 18 U.S.C. Section 1350 as Adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2 - Certification Of CFO pursuant to 18 U.S.C. Section 1350 as Adopted pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1 – Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) – CEO

Exhibit 32.2 - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) – CFO

FORWARD-LOOKING STATEMENTS

This Annual Report contains certain forward-looking statements regarding management’s plans and objectives for future operations including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this Annual Report include or relate to, among other things, (a) our growth strategies, (b) anticipated trends in the mining industry, (c) our ability to obtain and retain sufficient capital for future operations, and (d) our anticipated needs for working capital. These statements may be found under “Management’s Discussion and Analysis or Plan of Operations” and “Business,” as well as in this Annual Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” and matters described in this Annual Report generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report will in fact occur.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions described herein. The assumptions are based on judgments with respect to, among other things, future economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Accordingly, although we believe that the assumptions underlying the forward-looking statements are reasonable, any such assumption could prove to be inaccurate and therefore there can be no assurance that the results contemplated in forward-looking statements will be realized. In addition, as disclosed elsewhere in the “Risk Factors” section of this annual report, there are a number of other risks inherent in our business and operations which could cause our operating results to vary markedly and adversely from prior results or the results contemplated by the forward-looking statements. Management decisions, including budgeting, are subjective in many respects and periodic revisions must be made to reflect actual conditions and business developments, the impact of which may cause us to alter marketing, capital investment and other expenditures, which may also materially adversely affect our results of operations. In light of significant uncertainties inherent in the forward-looking information included in this annual report, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives or plans will be achieved.

Some of the information in this annual report contains forward-looking statements that involve substantial risks and uncertainties. Any statement in this annual report that is not a statement of an historical fact constitutes a “forward-looking statement”. Further, when we use the words “may”, “expect”, “anticipate”, “plan”, “believe”, “seek”, “estimate”, “internal”, and similar words, we intend to identify statements and expressions that may be forward- looking statements. We believe it is important to communicate certain of our expectations to our investors. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions that could cause our future results to differ materially from those expressed in any forward-looking statements. Many factors are beyond our ability to control or predict. You are accordingly cautioned not to place undue reliance on such forward-looking statements. Important factors that may cause our actual results to differ from such forward-looking statements include, but are not limited to, the risk factors discussed herein.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Corporate Organization and History within Last Five Years

Company Overview

Uranium Star Corp. was incorporated in the State of Nevada on March 1, 2004. The fiscal year-end of the Company is June 30. The Company is an exploration stage company engaged in the search for uranium, gold and other minerals. The Company has an interest in properties located in Canada (provinces of Ontario and Québec) and Madagascar. The property located in Québec, Canada and commonly referred to as the “Sagar Property” is the primary exploration target of the Company. None of the properties in which the Company holds an interest has known mineral reserves of any kind at this time. As such, the work programs planned by the Company are exploratory in nature.

The Company has not had any bankruptcy, receivership or similar proceeding since incorporation. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.

Business Development

The Company is an exploration stage company engaged in the search for uranium, gold and other minerals. The Company has an interest in properties located in Québec and Ontario, Canada, and Madagascar (since August 22, 2007). The property located in Québec, Canada (the “Sagar Property”) is the primary exploration target of the Company. None of the properties in which the Company holds an interest has known mineral reserves of any kind at this time. As such, the work programs planned by the Company are exploratory in nature

UNTIL WE CAN VALIDATE OTHERWISE, THE PROPERTIES OUTLINED BELOW HAVE NO KNOWN MINERAL RESERVES OF ANY KIND AND WE ARE PLANNING PROGRAMS THAT ARE EXPLORATORY IN NATURE. Further details regarding the Corporation’s properties, although not incorporated by reference, including the comprehensive geological report prepared in compliance with Canada’s National Instrument 43-101 on the Company’s Sagar property in Northern Quebec can be found on the Company’s website: www.uraniumstar.com. The comprehensive geological report prepared in compliance with Canada’s National Instrument 43-101 on the Company’s Three Horses Property located in Madagascar has recently been submitted to the SEC and TSX for approval.

Milestones

Sagar Property – Romanet Horst, Labrador Trough, Québec, Canada

A drill program has been completed for the Sagar Property. A total of 164 reverse circulation drill holes (2,625 meters) and 5,610 meters of diamond drill holes (46) have been completed. Additionally, in excess of 3,500 soil samples have been collected and analyzed. Target areas on the Sagar Property have shown distinctly anomalous situations. Subsequent exploration activity is designed to identify the potential source area of the Mistamisk Boulder Field as well as other potential sources of gold and uranium mineralization.

Three Horses Property, Madagascar

On August 22, 2007, the Company acquired a 75% interest in approximately 225 sq. kilometres of mineral permits in the District of Toliara, Madagascar. This interest will be held by a limited liability company that has been formed under the laws of Madagascar that will be held as to 75% by the Company and 25% by Madagascar Minerals and Resources sarl. Exploration programs have been carried out in the first quarter of 2007 and the first half of 2008 on the Three Horses Property as well as the Ianapera Coal Property located to the north of the Three Horses Property. Drilling is planned for the fourth quarter of 2008. The Company has provided a budget of $2,600,000 for the calendar year 2008. For a more detail discussion on the planned exploration activities, refer to “Management’s Discussion and Analysis”.

Timmins Property

A limited amount of work on ground geophysical surveys and diamond drilling has been completed on the Merico Ethyl Property located in the Latchford lake area of Ontario. The Company is awaiting a final report from Temex, (project manager) in order to make a decision with respect to further work.

Competitive Conditions

The mineral exploration and mining industry is competitive in all phases of exploration, development and production. The Company competes with a number of other entities and individuals in the search for, and acquisition of, attractive mineral properties. As a result of this competition, the majority of which is with companies with greater financial resources than the Company, the Company may not in the future be able to acquire attractive properties on terms it considers acceptable. Furthermore, the Company competes with other resource companies, many of whom have greater financial resources and/or more advanced properties that are better able to attract equity investments and other capital. Factors beyond the control of the Company may affect the marketability of minerals mined or discovered by the Company.

SAGAR PROPERTY

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Property Description and Location

The Sagar Property comprises 219 blocks of claims in the Territory of Nunavik, Province of Québec, Canada. The approximate center of exploration activity is circa 56°22’ N latitude and circa 68° 00’ W longitude. Details on the individual claims are available on-line at the Government of Québec’s Ministère des Ressources naturelles et de la Faune GESTIM website at https://gestim.mines.gouv.qc.ca.

The area comprising these claims is approximately 6,580 hectares. In this part of the Province of Québec, claim outlines are predetermined by “map staking.” Previously staked claims are superimposed upon by the map-staking grid, producing some of the small parcels. There are no carried environmental liabilities on the property. All surface work requires provincial government permits, including camp construction permits. These have been acquired by the Company.

Agreement

On May 4, 2006, Virginia Mines Inc. (“Virginia”) and the Company entered into a binding agreement whereby the Company was granted an option to acquire an undivided 75% participating interest in 200 claims constituting the Sagar Property located in the Labrador Trough in Northern Québec. Under the terms of this agreement, the Company had the option to earn a 75% interest in the Sagar Property by issuing to Virginia 2,000,000 common shares and 2,000,000 common share purchase warrants of the Company, each warrant entitling Virginia to acquire one common share of the Company at a price of US$1.00 for a period of three years from the date of issue thereof, and by incurring total exploration expenditures of $2,000,000 on the Sagar Property by August 2008. Furthermore, Virginia had the option, at any time, to sell its remaining 25% participating interest in the Sagar Property in consideration for the issue to it of 1,000,000 common shares and 1,000,000 common share purchase warrants of the Company. The common share purchase warrants shall be exercisable at a price equal to the 20-trading day weighted average closing price preceding the selling date, and

shall be valid for a period of two years from the date of issuance. Upon the Company earning a 100% interest in the Sagar Property, Virginia shall retain a 1.5% royalty (NSR). In the event of a gold discovery on the Sagar Property with an NI 43-101 indicated resource of no less than 500,000 ounces, Virginia shall be entitled to exercise a back-in right to re-acquire a 51% interest in the Sagar Property by making a cash payment or issuing common shares equivalent to an amount equal to 250% of the expenditures incurred by the Company on the Sagar Property at such time. Upon the exercise of such back-in right, Virginia would become the operator of the Sagar Property.

On February 19, 2007, Virginia exercised its option to sell its 25% remaining interest in the Sagar Property to the Company and in connection therewith, the Company issued to Virginia 1,000,000 common shares and 1,000,000 common share purchase warrants, with each such warrant being exercisable at a price of $1.24 for a period of two years from the date of issuance. As a result of this exercise, the Company now holds a 100% interest in the Sagar Property, subject to a royalty equal to 1% of net smelter returns on certain claims 0.5% on net smelter returns on other claims owned by Pierre Poisson and Joanne Jones (the "P&J Royalty") (see below), and a royalty in favour of Virginia equal to 1.5% of net smelter returns. Under the agreement with Virginia, the Company must incur aggregate exploration expenditures of at least $2,000,000 on the Sagar Property on or before August 31, 2008.

The agreement with Virginia is subject to a royalty agreement dated May 27, 1992 (as amended by agreements dated May 10, 1993 and November 3, 1993, collectively, the "Virginia Royalty Agreement") between Virginia Gold Mines Inc. (predecessor to Virginia) and Pierre Poisson and Joanne Jones. Pursuant to the Virginia Royalty Agreement, Virginia acquired a 100% interest in the Sagar Property, subject to the P&O Royalties. Pursuant to the Virginia Royalty Agreement, Virginia had the right to buy back half of the 1% net smelter return royalty (0.5%) for $200,000, and half of the 0.5% net smelter return royalty (0.25%) for $100,000, such P&O Royalty repurchase are now held by the Company.

As at June 30, 2008, the Company incurred an aggregate of $6,602,059 of exploration expenditures on the Sagar Property.

We are currently up to date with all obligations required to maintain the property in good standing.

FERDERBER CLAIMS

Property Description and Location

Uranium Star has acquired a 100% undivided right, title and interest in and to 19 mining claims (0036315, 0036316, 0036317, 0036318, 0036319, 0036320, 0036321, 0036322, 0036323, 0036324, 0036325, 0036326, 0036327, 0030649, 0030650, 0030640, 0030638, 0030612, 0030613) held by Mr. Peter Ferderber, covering an area of approximately 64 hectares located in the Central Labrador Trough Region of Québec, 13 of which are contiguous to Uranium Star’s Sagar Property.

In consideration of Uranium Star receiving a 100% interest in these claims (free and clear of all encumbrances), subject to any net smelter return royalties, Uranium Star paid Cdn$6,000, and issued 150,000 shares of Uranium Star’s common stock and a warrant exercisable for 75,000 of Uranium Star’s common shares, exercisable at $1.00 for a three year period from date of issuance.

Underlying Royalty (NSR)

Mr. Ferderber retains a 1% net smelter return royalty on this property and agreed that Uranium Star shall have a first right of refusal to purchase the 1% net smelter return royalty should Mr. Ferderber, at his sole discretion, elect to sell the royalty.

Sagar Property and Ferderber Claims Highlights

The following are key features of the Sagar Property:

The geological setting of the property is the northwest trending Romanet Horst within the Labrador Trough. The significant mineral potential of this geological setting is well demonstrated by the abundance and diversity of uranium-gold showings, which range from veins to breccia’s to shear zones. There is also locally significant sedimentary-hosted copper mineralization. The most spectacular mineralization found to date is the 500 x 200 meter Mistamisk boulder field which contains 150 boulders that range up to 640 g/t gold and 4.11% uranium, with 70 tested boulders averaging 64.9g/t gold and 1.3% uranium. The boulders discovered within the Mistamisk boulder field range in length from 0.30 to 2.0 metres. Previous work has not determined the bedrock source of this boulder field.

Several other uranium-gold showings have been defined on the Sagar Property, the most significant being the Viking (grab samples assaying as high as 223 g/t gold and 0.1% uranium), the Eagle (grab samples assaying as high as 5.4 g/t gold and 1% uranium) and the Kish (grab samples assaying as high as 1 g/t gold and 1% uranium) showings.

Copper mineralization has been defined in a number of locations, the most significant being the Dehli-Pacific showing, which has reported 4.2% copper over 7.6 meters within a drill hole that intersected a shear zone along a sediment-gabbro contact.

Stratabound copper mineralization occurs over 1.5 kilometres of strike length in a host referred to as the Bacon-Ronsin Horizon. In the early 1960s (and prior to the implementation in Canada of National Instrument 43-101 – Standards of Disclosure for Mineral Projects), a mineral resource of 18Mt @ 0.5% copper was outlined in a report by the Hollinger North Shore and Exploration Co. This mineralization is on strike from the Sagar Property.

We are currently up to date with all obligations required to maintain our option in good standing.

MADAGASCAR PROPERTY

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Property Description and Location

The Madagascar properties are comprised of mineral permits consisting of 36 “squares”, each square representing approximately 6.25 sq. kilometers. The properties are located in the District of Toliara and are referenced as TN 12,306,P(R); TN 12,814, P(R); TN 12,887 P(R); TN 12,888 P(R); TN 13,020 P(R); TN 13,021 P(R) as issued by the Bureau de Cadastre Minier de Madagascar (“BCMM”) pursuant to the Mining Code 1999 (as amended) and its implementing decrees.

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Agreement

On August 22, 2007, Uranium Star entered into a joint venture agreement with Madagascar Minerals and Resources sarl, a company incorporated under the laws of Madagascar. The joint venture, to be known as the “Three Horses Joint Venture”, will be operated through a Madagascar limited liability company in which Uranium Star will own a 75% undivided interest and Madagascar Minerals will own the remaining 25% interest. The consideration paid to Madagascar Minerals to acquire the 75% stake in the joint venture consisted of:

(i)

a signing fee of $15,000 within 15 days of the properties vesting in the joint venture;

(ii)

a payment of $750,000 within 15 days of the properties vesting in the joint venture and

(iii)

the issuance of 1,250,000 common shares of Uranium Star and 500,000 share purchase warrants within 30 days of the properties vesting in the company created for the joint venture under Madagascar law. Each share purchase warrants is exercisable at $1.00 per share for a period of 2 years from the date of issuance.

Uranium Star agreed to give Madagascar Minerals a free carried interest in the joint venture until completion of a pre-feasibility study.

Uranium Star will be the operator of the Three Horses Joint Venture, with exclusive rights to direct and manage all exploration and other activities of the joint venture.

Madagascar Minerals will assist in obtaining all necessary approvals relating to exploration permits, permission and exploitation rights from local and governmental agencies and institutions with regulatory and statutory authority at the expense of Uranium Star.

Uranium Star can terminate the joint venture agreement by giving 60 days advance written notice to Madagascar Minerals and Resources sarl, who then has a first right of refusal over the properties.

Following the completion of the pre-feasibility study for the Three Horses Joint Venture, each party will make their contributions pari passu. In the event that one or other of the parties is unable to make their contribution to funding, their interest will be diluted accordingly. In the event that a joint venture party’s interest in the joint venture is diluted below 10%, then that interest will be exchanged with the majority shareholder for a 2% net smelter return. Furthermore, that royalty may be acquired by the remaining joint venture party as follows:

(i)

the 1^st 1% at US$1,000,000 in cash or shares of Uranium Star; and

(ii)

the 2^nd 1% at US$ 1,500,000 in cash or shares of Uranium Star;

both at the option of the remaining shareholder.

Uranium Star may assign all or its part of its interest in the Three Horses Joint Venture to another party without the express consent from Madagascar Minerals and Resources sarl. Madagascar Minerals and Resources sarl may not assign its interest without express agreement of Uranium Star.

Exploration Program.

The Three Horses Property, consisting of 36 squares, covering an area of approximately 194 square kilometres, displays extensive gossan outcroppings at surface and has, as part of its attractiveness, visual similarities to Nevsun Resource's Bisha Project in Eritrea. An examination of part of the Three Horse Property revealed several large areas covered with gossanous boulders which are believed to overlie massive sulphide mineralization. At Bisha, in Eritrea, the gossanous material contains appreciable amounts of gold which overlay an extensive supergene enriched copper zone which itself overlies zinc rich primary massive sulphides. It is anticipated that a similar weathering regime in Madagascar may produce similar styles of mineralization at the Three Horse Property.

Uranium Star conducted a first phase of exploration from September to November 2007 for the Three Horses Joint Venture which included:

Road Maintenance – As available roads are in poor condition, the Company instituted a road maintenance program designed to reduce travel times and significantly reduce wear and tear on vehicles. The project is supplied from Toliara, the capital of Toliara Province. The Company identified a supply route and selected contractors to determine maintenance costs.

Camp – A suitable camp with generated power and running water has been constructed on the property, with easy access to a water supply.

Environmental Study – Madagascar law requires that an environmental study be carried out before any significant exploration work begins. An environmental firm was retained to complete an advance study that allowed the Company to proceed with its exploration program without interruption.

Data Acquisition – The Company reviewed all available literature that had been completed with respect to the applicable properties. The Company also acquired suitable satellite imagery and carried out structural and alteration studies from this data before field work commenced. In addition, the Company has obtained data from a recently completed 500 meter line spacing airborne magnetic and radiometeric survey sponsored by the Madagascar Government.

Airborne Geophysical Survey –Fugro Airborne Surveys Limited have completed a helicopter-borne electro-magnetic and magnetometer survey of the Three Horses Property, with a minimum line spacing of 100 meters.

Geological Mapping – The Company had two geological teams carry out an initial 1:25,000 scale geological mapping program of the property

Stream Sediment Sampling – All significant streams near the property have been sampled at 500 meter spacings and analyzed for multi-elements by ICP-MS and gold. All samples have been sent to ALS Chemex in South Africa for analysis. An appropriate QAQC program was implemented for this work to ensure accuracy of laboratory results.

Prospecting – Areas in which surface gossans were located have been prospected and sampled in detail.

Mechanical Trenching – Mechanical trenching and sampling of gossans and other styles of mineralization were carried out on a systematic basis to determine the precious and base metal content of surface materials. All samples have been sent to ALS Chemex in South Africa for analysis. An appropriate QAQC program was implemented for this work to ensure accuracy of laboratory results.

The project is managed by Taiga Consultants of Calgary.

In the latter part of March 2008 to June 2008 a full field exploration program following up on the airborne geophysical survey and results of the 2007 exploration program was implemented. This included geological mapping, prospecting, ground geophysical surveys and geochemical sampling. Diamond drilling of a minimum of 500-7000 meters is planned to commence in September 2008.

MERICO-ETHYL /YARROW PROPERTIES, TIMMINS, ONTARIO

Property Description and Location

The "Merico Ethel Property" is comprised of 29 mining claims, 87 units and 3,480 acres in James, Truax and Tudhope Townships, as shown on claim sheets G-0225, G-0251 and G-3724 in the Larder Lake Mining Division, in the province of Ontario the "Yarrow" property is comprised of 3 mining claims, 27 units and 1,080 acres as shown on claim sheet G-0260 in the Larder Lake Mining Division, in the province of Ontario.

The Merico Ethel and Yarrow properties are situated around the margins of the Huronian sedimentary basin. In addition for their potential to host high grade Cobalt-type vein systems containing bonanza gold, silver, etc., Temex recognized the additional potential of the properties to host unconformity mineralization including Athabasca-type uranium deposits. Regional structures such as the Montreal River Fault have clearly influenced the location of mineralization on the Merico Ethel Property, and fault reactivation has likely acted to offset the regionally extensive unconformity surface that separates the overlying Huronian sedimentary rocks from the Archean basement to produce excellent structural traps for oxidizing, mineralizing fluids carrying uranium, copper, and gold. The Montreal River Fault is spatially associated with the Archean-age Kidd Creek massive sulphide deposit, the Porcupine and Matachewan gold camps, and the Paleo-Proterozoic Cobalt silver camp.

The Merico Ethel Property, situated near the northern margin of the Paleo-Proterozoic Huronian sedimentary basin, which has recently been recognized by the Geological Survey of Canada for its high potential to host "Athabasca-type" unconformity-associated mineralization (Jefferson et al., 2007), is also host to near-surface uranium mineralization and extensive areas of hematite alteration with grab samples yielding assays up to 1.56% U3O8 and 14.64% Cu. The property also hosts a variety of styles of mineralization including several narrow zones of high-grade, "Cobalt-type" vein systems containing copper, gold, silver, and cobalt mineralization, from which grab samples include assays of up to 22.35 g/t Au, 109.60 g/t Ag, and 23.68% Cu.

Agreement

On September 25, 2007, the Company entered into an earned-in option with Temex Resources Corp, ("Temex") a public Company listed on the TSX Venture Exchange. The Company will earn an undivided 50% interest in the "Merico Ethel" and "Yarrow" Property (collectively the "Temex Properties”).

The earn-in option is exercisable on or before June 30, 2008 (the "earn-in date"). To exercise the option and earn an undivided 50% interest in the properties, the Company is required:

to pay Cdn $50,000 on the execution of the agreement (paid on Oct 1, 2007); and

incur not less than Cdn $950,000 in exploration and development expenditures on or before the earn-in date.

Temex shall manage the initial exploration under the supervision of a technical committee and on satisfying the above; a joint venture will be created to manage the properties.

The properties are subject to net smelter royalties ("NSR") as follows:

Merico- Ethyl Property
An aggregate 2% NSR royalty to Jkate Explorations Inc. on payable metals produced from the property. Temex has a pre-emptive right to purchase up to 1% of the NSR for $1,000,000.

Yarrow Property
An aggregate 2% NSR royalty to Raven Resources Inc on payable metals produced from the property. Temex has a pre-emptive right to purchase up to 1% of the NSR for $1,000,000.

As at June 30, 2008, the Company has complied with the terms of the earned-in option and accordingly own an undivided 50% undivided interest in the property. We are currently up to date with all obligations required to maintain our property holdings in good standing.

PETER’S CREEK CLAIMS

Property Description and Location

The Peter’s Creek Claims are located in the Cariboo Mining Division in eastern-central region of British Columbia, Canada.

Agreement

We entered into an agreement dated May 14, 2004 with Thornton Donaldson to acquire a 100% interest in seven placer claims for the issuance of 2,500,000 shares of our common stock to him. The claims were registered in the name of Thornton Donaldson, who had executed several trust agreements with us, whereby he agreed to hold the claims in trust on our behalf. The total cost of the placer claims charged to operations by us on our financial statements was $1,700 and this figure represented the original cost incurred by Thornton Donaldson.

On August 1, 2005, the Company entered into an agreement with Michael McCullagh to option two claims, tenure numbers 403736 and 403737 for a cash payment of $4,000 and issuance of 100,000 common shares.

This agreement had a term of two years maturing August 1, 2007. For administrative purposes, the above nine claims were converted to three placer claims, one placer lease and one placer cell.

The placer claims were unencumbered and in good standing and there were no competitive conditions which affect the claims. Further, there were no insurance covering the claims.

Between August 22, 2005 and September 1, 2005, a preliminary bulk testing program was carried out on the property, at a cost of approximately $23,000 with the results documented in the Progress Report by W.G. Timmins dated November 28, 2005.

We were up to date with all obligations required to maintain our property holdings in good standing prior to the Company disposing of them.

On December 10, 2007, management of the Company determined that it was in the best interests of the Company to abandon the claims and, consequently, the Company divested the claims for cash consideration of $1,000.

WORKMAN CREEK CLAIMS

On August 9, 2006, Uranium Star acquired 69 mineral claims within the Workman Creek Uranium District of Central Arizona. These claims cover the strike extension of the northerly trending, uranium mineralized structures that crosscut the Dripping Spring Quartzite Formation in that district of Arizona.

On September 11, 2007, Uranium Star sold these claims to Hawk Uranium Inc, a public company listed on the TSX Venture Exchange. Uranium Star received 200,000 common shares of Hawk Uranium Inc. in consideration for these claims.

ITEM 1A – RISK FACTORS

You should carefully consider the following risk factors together with the other information contained in this Annual Report on Form 10-K, and in prior reports pursuant to the Securities Exchange Act of 1934, as amended and the Securities Act of 1933, as amended. If any of the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such cases, the trading price of our common stock could decline.

OUR COMMON STOCK IS SUBJECT TO PENNY STOCK REGULATION

Our shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on the NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the registrant's net tangible assets; or exempted from the definition by the Commission. Since our shares are deemed to be "penny stock", trading in the shares will be subject to additional sales practice requirements

on broker/dealers who sell penny stock to persons other than established customers and accredited investors.

WE MAY NOT HAVE ACCESS TO SUFFICIENT CAPITAL TO PURSUE OUR BUSINESS AND THEREFORE WOULD BE UNABLE TO ACHIEVE OUR PLANNED FUTURE GROWTH:

We intend to pursue a growth strategy that includes development of the Company's business plan. Currently we have limited capital which is insufficient to pursue our plans for development and growth. Our ability to implement our exploration plans will depend primarily on our ability to obtain additional private or public equity or debt financing. Such financing may not be available at all, or we may be unable to locate and secure additional capital on terms and conditions that are acceptable to us. Our failure to obtain additional capital will have a material adverse effect on our business.

WE DO NOT INTEND TO PAY DIVIDENDS.

We do not anticipate paying cash dividends on our common stock in the foreseeable future. We may not have sufficient funds to legally pay dividends. Even if funds are legally available to pay dividends, we may nevertheless decide in our sole discretion not to pay dividends. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors our board of directors may consider relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are rapid, there is no assurance with respect to the amount of any such dividend.

BECAUSE WE ARE QUOTED ON THE OTCBB INSTEAD OF AN EXCHANGE OR NATIONAL QUOTATION SYSTEM, OUR INVESTORS MAY HAVE MORE DIFFICULTY SELLING THEIR STOCK OR EXPERIENCE NEGATIVE VOLATILITY ON THE MARKET PRICE OF OUR STOCK.

Our common stock is traded on the OTCBB. The OTCBB is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that trade on the OTCBB as compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our stockholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

FAILURE TO ACHIEVE AND MAINTAIN EFFECTIVE INTERNAL CONTROLS IN ACCORDANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS AND OPERATING RESULTS.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and beginning with this annual report on Form 10-K for our fiscal period ending June 30, 2008. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

THE REPORT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONTAINS EXPLANATORY LANGUAGE THAT SUBSTANTIAL DOUBT EXISTS ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The independent auditor’s report on our financial statements contains explanatory language that substantial doubt exists about our ability to continue as a going concern. The report states that we depend on the continued contributions of our executive officers to work effectively as a team, to execute our business strategy and to manage our business. The loss of key personnel, or their failure to work effectively, could have a material adverse effect on our business, financial condition, and results of

operations. If we are unable to obtain sufficient financing in the near term or achieve profitability, then we would, in all likelihood, experience severe liquidity problems and may have to curtail our operations. If we curtail our operations, we may be placed into bankruptcy or undergo liquidation, the result of which will adversely affect the value of our common shares.

THE PRICE AT WHICH YOU PURCHASE OUR COMMON SHARES MAY NOT BE INDICATIVE OF THE PRICE THAT WILL PREVAIL IN THE TRADING MARKET. YOU MAY BE UNABLE TO SELL YOUR COMMON SHARES AT OR ABOVE YOUR PURCHASE PRICE, WHICH MAY RESULT IN SUBSTANTIAL LOSSES TO YOU. THE MARKET PRICE FOR OUR COMMON SHARES IS PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A SMALL AND THINLY TRADED PUBLIC FLOAT, LIMITED OPERATING HISTORY AND LACK OF PROFITS WHICH COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

VOLATILITY IN OUR COMMON SHARE PRICE MAY SUBJECT US TO SECURITIES LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

WE HAVE NOT IDENTIFIED ANY MINERAL RESERVES OR RESOURCES AND DUE TO THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL.

Exploration for minerals is a speculative venture involving substantial risk. We cannot provide investors with any assurance that our claims and properties contain commercially exploitable reserves. The exploration work that we intend to conduct on our claims or properties may not result in the discovery of commercial quantities of uranium, gold or other minerals. Problems such as unusual and unexpected rock formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

WE ARE A MINERAL EXPLORATION COMPANY WITH A LIMITED OPERATING HISTORY AND EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

We are a mineral exploration company. We have never earned any revenues and we have never been profitable. Prior to completing exploration on our claims, we may incur increased operating expenses without realizing any revenues from those claims. There are numerous difficulties normally encountered by mineral exploration companies, and these companies experience a high rate of failure. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations.

BECAUSE OF THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot, or may elect not, to insure. We currently have no such insurance, but our management intends to periodically review the availability of commercially reasonable insurance coverage. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets.

IF WE CONFIRM COMMERCIAL CONCENTRATIONS OF URANIUM, GOLD OR OTHER MINERALS ON OUR CLAIMS AND INTERESTS, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY BRING THOSE CLAIMS OR INTERESTS INTO COMMERCIAL PRODUCTION.

If our exploration programs are successful in confirming deposits of commercial tonnage and grade, we will require additional funds in order to place the claims and interests into commercial production. This may occur for a number of reasons, including because of regulatory or permitting difficulties, because we are unable to obtain any adequate funds or because we cannot obtain such funds on terms that we consider economically feasible.

BECAUSE ACCESS TO MOST OF OUR PROPERTIES IS OFTEN RESTRICTED BY INCLEMENT WEATHER, OUR EXPLORATION PROGRAMS ARE LIKELY TO EXPERIENCE DELAYS.

Access to most of the properties underlying our claims and interests is restricted due to their remote locations and because of weather conditions. Most of these properties are only accessible by air. As a result, any attempts to visit, test, or explore the property are generally limited to those periods when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production efforts in the event that commercial amounts of minerals are found. This could cause our business to fail.

AS WE UNDERTAKE EXPLORATION OF OUR CLAIMS AND INTERESTS, WE WILL BE SUBJECT TO COMPLIANCE OF GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED TIME AND COST OF OUR EXPLORATION PROGRAM.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations in force in the jurisdictions where our claims are located, and these laws and regulations may change over time. In order to comply with these regulations, we may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to land. While our planned budget for exploration programs includes a contingency for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program, or that the budgeted amounts are inadequate.

DUE TO EXTERNAL MARKET FACTORS IN THE MINING BUSINESS, WE MAY NOT BE ABLE TO MARKET ANY MINERALS THAT MAY BE FOUND.

The mining industry, in general, is intensely competitive. Even if commercial quantities of minerals are discovered, we can provide no assurance to investors that a ready market will exist for the sale of these minerals. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of markets and processing equipment, and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, mineral importing and exporting and environmental protection. The exact

effect of these factors cannot be accurately predicted, but any combination of these factors may result in our not receiving an adequate return on invested capital.

OUR PERFORMANCE MAY BE SUBJECT TO FLUCTUATIONS IN MARKET PRICES OF URANIUM, GOLD AND OTHER MINERALS.

The profitability of a mineral exploration project could be significantly affected by changes in the market price of the relevant minerals. Recently, the market price of uranium has increased due in large measure to projections as to the number of new nuclear energy plants that will be constructed in China, the United States and other jurisdictions. With respect to the market prices of gold, mine production and the willingness of third parties such as central banks to sell or lease gold affects the supply of gold. Demand for gold can also be influenced by economic conditions, attractiveness as an investment vehicle and the relative strength of the U.S. dollar and local investment currencies. A number of other factors affect the market prices for other minerals. The aggregate effect of the factors affecting the prices of various minerals is impossible to predict with accuracy. Fluctuations in mineral prices may adversely affect the value of any mineral discoveries made on the properties with which we are involved, which may in turn affect the market price and liquidity of our common stock and our ability to pursue and implement our business plan.

BECAUSE WE HOLD A SIGNIFICANT PORTION OF OUR CASH RESERVES IN CANADIAN DOLLARS, WE MAY EXPERIENCE LOSSES DUE TO FOREIGN EXCHANGE TRANSLATIONS.

We hold a significant portion of our cash reserves in Canadian dollars. Due to foreign exchange rate fluctuations, the value of these Canadian dollar reserves can result in both translation gains or losses in U.S. dollar terms. If there was to be a significant decline in the Canadian dollar versus the U.S. dollar, our U.S. dollar cash position would also significantly decline. We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations. Such foreign exchange declines could cause us to experience losses.

ITEM 2. DESCRIPTION OF PROPERTY

The Company’s executive offices are currently located at 520–141 Adelaide Street West, Toronto, Ontario M5H 3L5. These offices are leased, and the Company’s monthly rental payments are currently approximately Cdn $3,000.

Sagar Property

200 claims located in the Romanet Horst of Labrador in Northern Québec, Canada as described in the Section "Description of Business"

Ferderber

19 claims located in the Romanest Horst of Labrador in Northern Québec, Canada, 13 of which are contiguous to the Sagar Property as described in the Section "Description of Business"

Madagascar Property (acquired August 22, 2007)

A 75% undivided interest in approximately 225 square kilometers of mineral permits located in the District of Toliara, Madagascar.

Merico Ethyl Property

29 mining claims, 87 units and 3,480 acres in James, Truax and Tudhope Townships, as shown on claim sheets G-0225, G-0251 and G-3724 in the Larder Lake Mining Division, in the Province of Ontario. The "Yarrow" property is comprised of 3 mining claims, 27 units and 1,080 acres as shown on claim sheet G-0260 in the Larder Lake Mining Division, in the Province of Ontario.

ITEM 3. LEGAL PROCEEDINGS

There are no material legal proceedings that are currently pending or, to the Company’s knowledge, contemplated against the Company to which it is a party.

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

No matters were submitted to a vote of shareholders of the Company during the fourth quarter of the fiscal year ended June 30, 2008.

PART II

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

Market Information

The table below sets forth, for the respective periods indicated, the prices for the Company's common stock in the over-the-counter market as reported by the NASD's OTC Bulletin Board. The Company’s common stock is traded on the NASD’s OTC Bulletin Board under the symbol URST. This is the principal market where the Company's common stock is traded. The Company’s common stock is also listed on the Frankfurt Stock Exchange.


Quarter Ended	High	Low

June 30, 2006	$1.75	$0.91
September 30, 2006	$1.25	$0.60
December 31, 2006	$1.35	$0.60
March 31, 2007	$1.65	$1.01
June 30, 2007	$1.42	$0.42
September 30, 2007	$0.65	$0.29
December 31, 2007	$0.44	$0.18
March 31, 2008	$0.23	$0.12
June 30, 2008	$0.17	$0.10

At September 22, 2008, the Company's Common Stock was quoted on the OTC Bulletin Board at a closing price of $0.075 per share.

The quotations set forth above reflect inter-dealer prices, without retail markup, markdown, or commission, and may not necessarily represent actual transactions.

Since inception, the Company has not paid any dividends on Common Stock, and do not anticipate that any dividends will be paid in the foreseeable future. As at June 30, 2008, the Company had approximately 1,208 shareholders of record based on information provided by the transfer agent, Empire Stock Transfer Inc.

Equity Compensation Plan Information

The following table sets forth certain information as of June 30, 2008 for (i) all compensation plans previously approved by the Company's security holders and (ii) all compensation plans not previously approved by the Company's security holders.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

(a)

Weighted-average exercise price of outstanding options, warrants and rights

(b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

755,000

2,000,000

2,970,000

4,020,000

$0.80

$0.85

$0.55

$0.59

255,000

All options reported above were issued under the Company's amended 2006 Stock Option Plan.

Recent Issuances of Unregistered Securities

All issuances of unregistered securities by the Company during the period from July 1, 2007 to June 30, 2008 were previously reported on the reports on Form 10-QSB and Form 8-K filed by the Company during that period. No issuances of unregistered securities by the Company occurred in the quarter ended June 30, 2008.

The proceeds from previous offerings of securities have been applied to fund the Company's exploration programs, as well as for other general corporate purposes.

The Company's registration statement on Form SB-2, as amended, which was effective on June 13, 2007 applies to the resale of Company securities by shareholders. As such, the Company does not receive the proceeds from sales of securities pursuant to that registration statement.

ITEM 6. SELECTED FINANCIAL DATA.

Omitted.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Management’s Discussion and Analysis of Results of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the financial statements included herein. Further, this MD&A should be read in conjunction with the Company’s Financial Statements and Notes to Financial Statements included in its Annual Report on Form 10-K for the years ended June 30, 2008 and on Form 10-KSB for the year ended June 30, 2007.

The Company's financial statements have been prepared in accordance with United States generally accepted accounting principles. We urge you to read this report in conjunction with the risk factors described herein.

Plan of Operation

The Company’s plan of operations for the period until December 31, 2009 is to complete the following objectives within the time periods specified, subject to our obtaining the necessary funding and/or permits for continued exploration of the mineral properties. The following table summarizes the anticipated exploration expenditures on our current properties for the period until December 31, 2009.


	ESTIMATED EXPLORATION BUDGET
		2008	2009	Totals
Sagar Project (includes Ferderber Claims)			1,000,000	1,000,000
Madagascar		2,600,000		2,600,000
Other			200,000	200,000
Totals		2,600,000	1,200,000	3,800,000

Madagascar Properties

Diamond drilling will commence on the Three Horses Property in the latter part of 2008. This has been preceded by ground geophysical surveys, geochemical sampling, geological mapping and prospecting. The initial drill program is anticipated to be between 5,000 to 7,000 meters consisting of 30 – 40 holes. The program will be mainly geared to following up on the helicopter-borne EM survey which results indicate has defined a large number of anomalies, some of which are directly related to known surface gossans. These are believed to overlie massive sulphide mineralization.

During the 2008 field work a number of gold showings and anomalies were discovered on the Three Horses Property. Although massive sulphide mineralization is the primary focus of the drill program, several attractive gold targets will also be drill tested. A total of 30-40 drill holes are initially envisioned for the Three Horses Property.

Five “squares”, known as the Ianapera Property, covering an area of 31.25 square kilometers, located kilometers to the north of the Three Horses Property, are part of the Madagascar Minerals agreement. It has been discovered that this property is underlain by coal seams that are up to 5.0 meters thick and geological mapping indicates that there are multiple coal seams on the property. The Company plans to drill test the coal potential of this property.

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It has also been discerned that at least one of the streams in the area contains significant amounts of gold that is currently being panned by locals. Stream sediment sampling was carried out earlier in 2008 to determine if a source for the gold in the drainage sediments can be found. Exploration work is ongoing.

The budget for the exploration work on the Madagascar properties is set at approximately $2,600,000 in 2008.

Sagar Property

Taiga Consultants Limited executed exploration programs on Uranium Star’s behalf in 2007. Both programs utilized a refurbished exploration camp on the east shore of Lake Mistamisk, and were

helicopter supported by Expedition Helicopters Inc. The objective of both programs was to identify the source of the Mistamisk Boulder Field mineralization. During the course of exploration activities, 46 diamond drill holes (DDH) over 5,610 metres, and 164 reverse circulation (RC) holes over 2,625 metres were drilled. The RC holes were pattern drilled to try and establish a glacial transportation vector for the boulder field mineralization, while the DDH’s were drilled to test geophysical anomalies on the Sagar Property. In addition to drilling, other exploration activities included prospecting of airborne geophysical targets, grid emplacement, ground magnetometer surveying, characterization of the lithogeochemical signature of Mistamisk boulders, and soil sampling.

Anomalous geochemistry (i.e. elevated Au, U, and Cu) identified during the 2007 exploration program in rock grab and diamond drilling samples appears to be structurally controlled, with mineralization restricted to small veinlets and breccia zones. Whole rock analysis of the Mistamisk Boulder Field samples corroborates a structural association with mineralization, with elemental associations of U with Pb, Ni, Co, Cu, Mo and As indicating an unconformity associated polymetallic uranium style of mineralization. Whole rock analysis of high grade Mistamisk Boulder Field samples also reveals that mineralization is intimately associated with albitization, and kaolinite and illite clay alteration.

By utilizing the geochemical signature of the Mistamisk Boulder Field 17 prioritized soils anomalies and 6 RC anomalies have been defined. Taken in conjunction with interpreted clay alteration data and hypothesized glacial dispersion trains, three potential source areas for the Mistamisk Boulder Field mineralization have been identified.