UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               FORM 10-QSB/A No. 2

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended October 31, 1999
                                       OR
( )  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934
     For the transition period from           to            .
                                    ---------    -----------
COMMISSION FILE NUMBER:  0-27659


                            URANIUM POWER CORPORATION
         ---------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Colorado                                                None
 ------------------------------                            -------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                            Identification No.)


        206-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3
        ----------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 685-8355
                            -------------------------
                           (Issuer's telephone number)

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

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing  requirements  for the past 90 days.  YES [ ] NO
[X]

The number of shares outstanding of the issuer's classes of common equity, as of
December 20, 1999 is 6,927,500 shares of Common Stock.

Transitional Small Business Disclosure Format (check one): YES [ ]   NO [X]



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

URANIUM POWER CORPORATION

Interim Consolidated Financial Statements
October 31, 1999
(Unaudited)


<TABLE>
<CAPTION>


URANIUM POWER CORPORATION
(An Exploration Stage Company)
Balance Sheets
October 31, 1999 (Unaudited) and April 30, 1999
(U.S. Dollars)
--------------------------------------------------------------------------------


                                                                                   October 31,        April 30,
                                                                                      1999               1999
                                                                                   (Unaudited)        (Audited)
                                                                                   -----------        ---------
<S>                                                                                 <C>            <C>
Assets

Current
  Cash ..........................................................................   $  83,182      $   3,149

Restricted Cash .................................................................     122,410              0
Properties (note 3) .............................................................      59,459         59,459
                                                                                    ---------       --------

                                                                                    $ 265,051      $  62,608
                                                                                    =========       ========
Liabilities

Accounts Payable and Accrued Liabilities ........................................   $ 124,260      $   3,082
                                                                                    ---------       --------

Stockholders' Equity

Capital Stock
  Authorized
    40,000,000 shares common stock with a par value of $0.001 each
    10,000,000 shares preferred stock with a par value of $0.001 each
  Issued
      6,862,500 shares common stock .............................................       6,875          6,278
Treasury Stock
    23,000 shares common stock ..................................................         (23)             0
Additional Paid-In Capital ......................................................     523,898        264,684

Deficit Accumulated During Exploration Stage ....................................    (389,959)      (211,436)
                                                                                    ---------       --------

Total Stockholders' Equity ......................................................     140,791         59,526
                                                                                    ---------       --------

                                                                                    $ 265,051      $  62,608
                                                                                    =========       ========
</TABLE>


See notes to financial statements.


                                       2

<PAGE>


<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Operations
Three Months and Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------
                                                                                                                 Cumulative
                                                                                                                Amounts During
                                                                                                                 Exploration
                                                       Three Months Ended             Six Months Ended             Stage to
                                                           October 31,                    October 31,             October 31,
                                                     1999             1998            1999           1998            1999
                                                     ----             ----            ----           ----       --------------
<S>                                           <C>             <C>               <C>            <C>            <C>
Expenditures
  Exploration costs
    (note 3) ...............................   $   162,047      $         0      $   163,707     $         0      $   300,503
  Professional fees ........................         5,508            1,919           12,919           4,800           31,651
  Advertising and
    promotion ..............................         1,363                0            1,363               0           31,963
  Rent .....................................         1,347                0            2,355               0            3,230
  Office ...................................           987               31           (2,297)              0            3,576
  Transfer agent fee .......................           325                0              476              49            1,127
  Travel ...................................             0                0                0               0           17,909
                                               -----------      -----------      -----------     -----------      -----------

Net Loss for Period ........................   $  (171,577)     $    (1,950)     $  (178,523)    $    (4,849)     $  (389,959)
                                               ===========      ===========      ===========     ===========      ===========

Loss Per Share .............................   $     (0.03)     $     (0.00)     $     (0.03)    $     (0.00)
                                               ===========      ===========      ===========     ==========
Weighted Average
  Number of Shares
  Outstanding ..............................     6,422,945                         6,354,723
                                                 ==========                        =========
</TABLE>





See notes to financial statements.



                                       3

<PAGE>


<TABLE>
<CAPTION>

URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency)
Six Months Ended October 31, 1999 (Unaudited) and Year Ended April 30, 1999
(U.S. Dollars)
--------------------------------------------------------------------------------
                                                                                                            Deficit
                                                                                                          Accumulated      Total
                                                                                            Additional     During the  Stockholders'
                                          Common Stock                 Treasury Stock         Paid-In     Exploration      Equity
                                     Shares        Par Value       Shares        Par Value    Capital        Stage      (Deficiency)
                                     ------        ---------       ------        ---------  ----------    -----------  -------------

<S>                                 <C>          <C>            <C>          <C>          <C>           <C>           <C>
Balance, April 30, 1998 ........    6,000,000    $    6,000             0    $        0    $   91,834    $     (700)   $   97,134
Common stock issued
  For subscriptions ............    1,000,000         1,000             0             0       606,005             0       607,005
  For resource properties ......      200,000           200             0             0       137,131             0       137,331
Share issue costs ..............            0             0             0             0       (15,586)            0       (15,586)
Net loss .......................            0             0             0             0             0      (210,736)     (210,736)
                                    ---------    ----------     ---------    ----------    ----------    ----------    ----------

Balance April 30, 1999 .........    7,200,000         7,200             0             0       819,384      (211,436)      615,148
                                    ---------    ----------     ---------    ----------    ----------    ----------    ----------

Common stock issued for cash ...      600,000           600             0             0       299,595             0       300,195
Common stock returned to
  treasury for cancellation
  (note 6) .....................     (922,500)         (925)            0             0      (555,154)            0      (556,079)
Treasury stock (note 6) ........            0             0       (23,000)          (23)      (14,927)            0       (14,950)
Share issue costs ..............            0             0             0             0       (25,000)            0       (25,000)
Net loss for six months ........            0             0             0             0             0      (178,523)     (178,523)
                                    ---------    ----------     ---------    ----------    ----------    ----------    ----------

Change for six months ..........     (322,500)         (325)      (23,000)          (23)     (295,486)     (178,523)     (474,357)
                                    ---------    ----------     ---------    ----------    ----------    ----------    ----------

Balance, October 31, 1999 ......    6,877,500    $    6,875       (23,000)   $      (23)   $  523,898    $ (389,959)   $  140,791
                                    =========    ==========     =========    ==========    ==========    ==========    ==========
</TABLE>




See notes to financial statements.


                                       4

<PAGE>


<TABLE>
<CAPTION>

URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Cash Flow
Three Months and Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------

                                                                         Three Months           Six Months
                                                                            Ended                  Ended
                                                                         October 31,            October 31,
                                                                            1999                   1999
                                                                         ------------           -----------
                                                                         (unaudited)            (unaudited)
<S>                                                                      <C>                    <C>
Operating Activities
  Net loss ...........................................................   $(171,577)             $(178,523)
  Adjustments to reconcile net
    loss to net cash used in operating activities
      Exploration costs acquired for shares ..........................           0                      0

Change in Operating Assets and Liabilities
  Accounts payable ...................................................     121,602                121,178
                                                                         ---------              ---------

Net Cash Used in Operating Activities ................................     (49,975)               (57,345)
                                                                         ---------              ---------

Financing Activities
  Issuance of shares for cash ........................................     300,195                300,195
  Common stock returned to treasury ..................................           0                 (7,306)
  Cancellation of common stock .......................................      (8,101)                (8,101)
  Repayment of loan payable ..........................................     (19,916)                     0
  Share issue costs ..................................................     (25,000)               (25,000)
  Restricted cash ....................................................    (122,410)              (122,410)
                                                                         ---------              ---------

Net Cash Provided By Financing Activities ............................     124,768                137,378
                                                                         ---------              ---------

Inflow (Outflow) of Cash .............................................      74,793                 80,033
Cash, Beginning of Period ............................................       8,389                  3,149
                                                                         ---------              ---------

Cash, End of Period ..................................................   $  83,182              $  83,182
                                                                         =========              =========
</TABLE>




See notes to financial statements.



                                       5

<PAGE>


URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------


1.   BASIS OF PRESENTATION

     These unaudited financial  statements have been prepared in accordance with
     generally accepted  accounting  principles in the United States for interim
     financial information.  These financial statements are condensed and do not
     include all  disclosures  required  for annual  financial  statements.  The
     organization and business of the Company,  accounting  policies followed by
     the  Company  and  other  information  are  contained  in the  notes to the
     Company's audited financial statements for the year ended April 30, 1999.

     In the opinion of the  Company's  management,  these  financial  statements
     reflect all adjustments necessary to present fairly the Company's financial
     position  at  October  31,  1999 and  April 30,  1999 and the  consolidated
     results of operations  and the statement of cash flows for the three months
     and six months ended October 31, 1999.  The results of  operations  for the
     three  months and six months  ended  October 31,  1999 are not  necessarily
     indicative of the results to be expected for the entire fiscal year.

2.   LOSS PER SHARE

     Net loss per share computations are based on the weighted average number of
     shares outstanding during the period.

3.   PROPERTIES

     (a)  Hocking Lake Property and Henday Lake Property

          By agreement dated April 13, 1998, the Company  acquired all assets of
          Athabasca  Uranium  Syndicate (a British  Columbia,  Canada syndicate)
          which  consisted of cash and the Hocking Lake Property and Henday Lake
          Property.  These properties were acquired in 1997 by the syndicate for
          $59,549  ($82,270 Cdn.) and are reflected in the financial  statements
          at the  sellers'  historical  cost as the sellers are the  controlling
          shareholders.

          Consideration  given to the  members of the  syndicate  was  6,000,000
          common  shares of the Company at a par value of $0.001  each  (issued)
          and a stated value of $97,834 being the cost of the assets acquired.

     (b)  Saskatchewan Uranium Properties

          By  agreement  dated  December  16,  1998,  the Company has options to
          acquire a 100% interest in 11 mining claims in  Saskatchewan,  Canada,
          upon incurring cumulative  expenditures of $338,000 (Cdn. $500,000) by
          December 31, 1999 and  $1,690,000  (Cdn.  $2,500,000)  by December 31,
          2002.  The  optioner  can  earn  back  a  35%  interest  by  incurring
          cumulative  expenditures of not less than $2,028,000 (Cdn. $3,000,000)
          before  December  31,  2006. A royalty is payable at 2% of gross value
          (as defined) of  production if the optioner does not earn back the 35%
          interest.



                                       6


<PAGE>


URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------

3.   PROPERTIES (Continued)

          By an agreement dated March 24, 1999,  between the Company and Pacific
          Amber Resources Ltd. ("Pacific")(a  minority shareholder),  the latter
          will earn a 50% interest in the  Saskatchewan  Uranium  Properties and
          all of the Company's  rights,  licences and permits  pertinent thereto
          held for the  specific use and  enjoyment  thereof by  completing  the
          initial program and incurring $338,000 (Cdn. $500,000) in expenditures
          on or before December 31, 1999. A total of ($229,013  (Cdn.  $338,777)
          was incurred as at October 31, 1999).  In return,  the Company  issued
          the optionee 200,000 common shares at a deemed value of $0.65 each.

          All exploration  costs incurred on these properties have been expensed
          as incurred  resulting  in no  recognition  of an asset on the balance
          sheet.  As a result of this policy the  transfer of a 50%  interest to
          Pacific resulted in no gain or loss as there were no proceeds from the
          disposition.  Additionally the Company's issuance of 200,000 shares to
          Pacific was expensed as exploration costs when incurred.

     (c)  Northern mining property

          By agreement dated October 29, 1998 (subsequently extended to December
          1, 1999) the  Company  has an option to  acquire  100%  interest  in a
          mining  claim in Northern  Mining  District,  Saskatchewan  by issuing
          50,000  free  trading  shares and  paying  $13,375 to the owner of the
          property.  This is contingent  upon  completion  of certain  specified
          exploration  work.  The owner has the right to receive $0.35 per pound
          of the  product  from the claim if the price of the product is $18 per
          pound or less and $0.50 per pound  where the price of the  product  is
          $18 per pound or more.

          This transaction will be accounted for when the shares are issued. The
          recorded cost amount will be determined taking into  consideration the
          seller's  historical  cost and the fair value of the stock at the time
          of issuance.

4.   STOCK OPTION PLAN

     The Company has adopted an incentive and a  nonstatutory  stock option plan
     effective  August 31, 1999 ("the 1999 plan") whereby up to 1,200,000 shares
     of common  stock may be  optioned  and sold up to August 31,  2009 or until
     sooner terminated.  Options granted will have an exercise price of not less
     than 100% of fair market value (as defined) per share on the date of grant.
     Options  are  granted  for a term of ten  years  except  incentive  options
     granted to persons owning more than 10% of the combined voting stock of all
     classes, in which case the term is five years.

5.   WARRANTS

     During the three months and six months ended October 31, 1999,  the Company
     issued 600,000  warrants each exercisable into one share of common stock at
     $0.50 per share. The warrants expire in 2 years.





                                       7

<PAGE>



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Six Months Ended October 31, 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------


6.   COMMON STOCK

     (a)  Subscriptions not paid

          In April 1999 the Company received subscriptions and issued a Treasury
          Order for the issue of 922,500 common shares. These shares were unpaid
          at April 30, 1999 and were held by the Company  pending receipt of the
          proceeds  of issue.  As the funds were not  received  the shares  were
          returned to treasury for cancellation in June 1999.

     (b)  Treasury stock

          During the six months  ended  October 31,  1999 the Company  purchased
          23,000  shares of its capital  stock from the original  owners who had
          acquired  the shares  prior to April 30, 1999 in a private  placement.
          The stock was  purchased  for the same  amount  as the  proceeds  from
          original issue.

7.   RELATED PARTY TRANSACTIONS

     The following non-arm's length  transactions  occurred with parties who are
     related by way of minority  share  ownership  in the  capital  stock of the
     Company and being a director of the Company and corporate shareholders.

     (a)  Acquisition  of  assets of  Athabasca  Uranium  Syndicate  (note 1) in
          exchange for 6,000,000 common shares.

     (b)  Agreement  with Pacific Amber  Resources Ltd. (note 3(b)) and issuance
          of 200,000 common shares under the agreement.

     (c)  Option to  acquire  an  interest  in a mining  claim  from a  minority
          shareholder who is an officer and director (note 3(c)).




                                       8

<PAGE>



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

The  following  information  should be read in  conjunction  with the  unaudited
consolidated  financial  statements  included  herein,  which  are  prepared  in
accordance with generally accepted accounting  principles ("GAAP") in the United
States for interim financial information. All dollar amounts in this form are in
U.S. dollars unless otherwise stated.

Results of Operations

As of the date of this Report,  the operations of Uranium Power Corporation (the
"Company")  have been  speculative.  The Company  incurred a loss in the quarter
ended October 31, 1999,  and has not had revenues  from its  operations to date.
The Company has been  dependent,  and continues to rely upon, the sale of equity
securities in order to fund its exploration activities.  Its ability to continue
its  operations is dependent on the ability of the Company to continue to obtain
financing.

The Company is involved in the exploration of uranium  properties located in the
Athabasca Basin of northern Saskatchewan, Canada. It owns a 100% interest in two
properties  totaling 78,352 acres, and has options to acquire a 100% interest in
seven additional properties totaling 79,705 acres. Six of these properties, with
eleven mining claims,  may be acquired  through an option  agreement with Phelps
Dodge  Corporation of Canada,  Ltd.  ("PDC").  The Company has made an agreement
with  Pacific  Amber  Resources  Ltd.  ("PAR"),  whereby PAR may earn 50% of the
Company's  interest in the PDC  properties by completing an initial  exploration
program of $338,000  ($500,000 Can.) by the extended deadline of May 31, 2000. A
total of $229,013  ($338,777  Can.) was  expended as of October 31,  1999.  Work
consisted  of 5,066  feet of diamond  drilling  in five  holes,  electromagnetic
surveys (55 line miles) and  lithogeochemical  sampling.  Anomalous  uranium was
encountered  in two drill  holes,  and one of these also had  anomalous  nickel,
cobalt and  arsenic.  This  finding  is typical of the type of uranium  deposits
found in the Athabasca Basin.

The Company has made an agreement with  Geoterrex-Dighem  to conduct an airborne
electromagnetic  and magnetic  survey on its two 100% owned  properties  (Henday
Lake and Hocking Lake) and its seventh optional property (Hump Lake).  Estimated
cost of this survey is $162,332 ($240,136 Can.).  Geoterrex-Dighem  required the
Company to put money in trust with an attorney to ensure that the Company  could
pay the cost of the survey. The balance of the unspent money in trust, $122,410,
appears as restricted cash in the financial statements. In order to finance this
survey and the anticipated  following ground  geophysical  surveys,  the Company
issued  600,000 of its common shares in a private  placement  for $300,000.

During the quarter,  the Company  repaid a loan to PAR. PAR had lent the Company
$19,916 for  ongoing  expenses  of the  Company.  The loan was repaid out of the
proceeds of the private placement referred to in the preceding paragraph.


                                       9
<PAGE>



During the  quarter,  the Company  also  purchased  12,000  shares of its Common
Stock,  for $1 (Can.) per share,  from three  individuals  who had purchased the
stock for $1 (Can.).  These  individuals had become  dissatisfied  with the slow
progress of the Company's business plan.

During the quarter and six months ended October 31, 1999,  the Company  expended
$162,047 and $163,707, respectively, for exploration costs.

Changes in Financial Condition

Net loss for the  three-month  period ended  October 31, 1999 was  $171,577,  or
$0.03 per share, compared with a net loss of $1,950, or $0.00 per share, for the
same  quarter  of 1998.  The  Company  will  continue  to rely on  funding  from
financing sources in order to proceed with its development activities.

Forward-Looking Statements

The following cautionary  statements are made pursuant to the Private Securities
Litigation  Reform Act of 1995 in order for the  Company to avail  itself of the
"safe harbor" provisions of that Act in the future.  Discussions and information
in  this  document  which  are  not   historical   facts  should  be  considered
forward-looking statements. With regard to forward-looking statements, including
those  regarding  the  potential  revenues  from the mining and  development  of
uranium  properties,  and the  business  prospects  or any  other  aspect of the
Company, actual results and business performance may differ materially from that
projected  or  estimated  in such  forward-looking  statements.  The Company has
attempted to identify in this document  certain of the factors that it currently
believes  may cause  actual  future  experience  and  results to differ from its
current  expectations.  In addition to the risks cited above  regarding the need
for the  Company  to  continue  to  obtain  financing  to be  able  to  continue
operating,  and  risks  specific  to the  exploration  and  mining  of  uranium,
differences may be caused by a variety of factors;  including  adverse  economic
conditions,  entry of new and stronger  competitors,  inadequate capital and the
inability to obtain funding from third parties,  unexpected costs,  inability to
obtain or keep qualified  personnel,  and the volatility of uranium  markets and
prices.


                                       10
<PAGE>



                           PART II - OTHER INFORMATION

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

(c)  On October 7, 1999,  the Company issued 600,000 shares of its Common Stock,
     to an  accredited  investor,  at  $0.50  per  share,  for a  total  capital
     contribution of $300,000.  This investor also received warrants to purchase
     an additional 600,000 shares, at $0.50 per share, exercisable until October
     7, 2001.  These  securities  were offered  pursuant to the  exemption  from
     registration  contained in Section 4(2) of the  Securities  Act of 1933, as
     amended. No underwriter was involved in the transaction.

(f)  The  registration  statement  of the Company was  effective on December 13,
     1999. The Commission file number is 0-27659.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibit 3(i) - Articles of Incorporation. (1)

         Exhibit 3(ii) - Bylaws. (1)

         Exhibit 27.1 - Financial Data Schedule.

         (1)   Incorporated  by reference  from  Registration  Statement on Form
               10-SB, File No. 0-27659, filed with the SEC on October 14, 1999.

(b)  Reports on Form 8-K: During the quarter ended October 31, 1999, the Company
     filed no reports on Form 8-K.











                                       11

<PAGE>



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this Form  10-QSB/A No. 2 to be signed on its behalf
by the undersigned thereunto duly authorized.

                                        URANIUM POWER CORPORATION



Date:  April 6, 2000                    By: /s/ Thornton J. Donaldson
                                            ------------------------------------
                                            Thornton J. Donaldson, President and
                                            Director

Date:  April 6, 2000                    By: /s/ William G. Timmins
                                            ------------------------------------
                                            William G. Timmins, Secretary and
                                            Director






















                                       12