##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB

(X)
    
    QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the quarterly period ended October 31, 2003OR(   )
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIESEXCHANGE ACT OF 1934For the transition period from ________________ to ________________.


COMMISSION FILE NUMBER: 0-27659

URANIUM POWER CORPORATION

---

Colorado
    
    None(State or other
jurisdiction ofincorporation or organization)
    
    (I.R.S. Employer
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 X       NO

The number of shares outstanding of the issuers classes of common equity, as
of December 18, 2003 is 20,024,500 shares of Common Stock.

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





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TABLE OF CONTENTS



|                                           |                                                                                             |                                                                             |  |  |  |  |  | 
|------------------------------------------ | ------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION             
|                                           | Item 1. Financial Statements                                                               
|                                           |                                                                                             | Consolidated Balance Sheets (U.S. Dollars)                                 
|                                           |                                                                                             | Consolidated Statements of Operations (U.S. Dollars)                       
|                                           |                                                                                             | Consolidated Statements of Stockholders Equity (Deficiency) (U.S. Dollars)
|                                           |                                                                                             | Consolidated Statements of Cash Flows (U.S. Dollars)                       
|                                           |                                                                                             | Notes to Consolidated Financial Statements (U.S. Dollars)                  
|                                           | Item 2. Managements Discussion and Analysis of Financial Condition and Plans of Operations
|                                           | Item 3. Controls and Procedures                                                            
|PART II  OTHER INFORMATION               
|                                           | Item 1. Legal Proceedings                                                                  
|                                           | Item 2. Changes in Securities; Recent Sales of Unregistered Securities                     
|                                           | Item 3. Defaults Upon Senior Securities                                                    
|                                           | Item 4. Submission of Matters to a Vote of Security Holders                                
|                                           | Item 5. Other Information                                                                  
|                                           | Item 6. Exhibits and Reports on Form 8-K                                                   
|SIGNATURES                                
|EX-10.3 2003c Stock Option Plan           
|EX-31.1 Certification of CEO - Section 302
|EX-31.2 Certification of CFO - Section 302
|EX-32.1 Certification of CEO - Section 906
|EX-32.2 Certification of CFO - Section 906



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##### Table of Contents



URANIUM POWER CORPORATION

Index

PagePART I. FINANCIAL INFORMATION
    
    
    2Item 1. Financial StatementsConsolidated Balance Sheets (U.S. Dollars) as at October 31, 2003
(UNAUDITED) and April 30, 2003
    
    
    2Consolidated Statements of Operations (U.S. Dollars)
for the three and six months ended October 31, 2003 (UNAUDITED) and 2002
    
    
    3Consolidated Statements of Stockholders Deficiency (U.S. Dollars)
for the six months ended October 31, 2003 (UNAUDITED)
and year ended April 30, 2003
    
    
    4Consolidated Statements of Cash Flows for the six months
ended October 31, 2003 and 2002 (UNAUDITED)
    
    
    5Notes to Consolidated Financial Statements (UNAUDITED)
    
    
    6-15Item 2.
Managements Discussion and Analysis and Financial
Conditions or Plans of Operations
    
    
    15-17Item 3. Controls and Procedures
    
    
    18PART II. OTHER INFORMATION
    
    
    18Item 1. Legal Proceedings
    
    
    18Item 2. Changes in Securities; Recent Sales of Unregistered
Securities
    
    
    19Item 5. Other Information
    
    
    22Item 6. Exhibits and Reports on Form 8-K
    
    
    22






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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Financial Statements
For The Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)
(U.S. Dollars)

1



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##### Table of Contents












URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Balance Sheets (U.S. Dollars)

October 31,
    
    April 30,2003
    
    2003(UNAUDITED)
    
    (AUDITED)ASSETSCurrentCash
    
    $
    36,591
    
    
    $
    Accounts Receivable
    
    
    6,669
    
    
    
    6,55043,260
    
    
    
    6,550Properties(note 4)
    
    
    26,091
    
    
    
    1Earth Energy License Agreement(note)
    
    
    77,370Investment in Uranium Holdings Corporation(note 4)
    
    
    815
    
    
    
    815$
    147,536
    
    
    $
    7,366LIABILITIESCurrentCheques issued in excess of funds on deposit
    
    $
    
    
    
    $
    836Accounts Payable (note 9)
    
    
    1,181,962
    
    
    
    1,085,453Due to Related Parties (note 8)
    
    
    645,972
    
    
    
    766,3911,827,934
    
    
    
    1,852,680Commitments and contingencies
(Notes 2, 4, 5, 10 and 11).STOCKHOLDERS DEFICIENCYCapital StockAuthorized40,000,000 Common stock with a par value of $0.001 each10,000,000 Preferred stock with a par value of $0.001 eachIssued19,524,500 Common stock (note 5)
    
    
    19,52514,284,500 Common stock
    
    
    
    
    
    
    14,285Treasury Stock(note 5) 23,000 Common stock
    
    
    (23
    )
    
    
    (23
    )Additional Paid-in Capital
    
    
    2,210,583
    
    
    
    1,525,812Deficit Accumulated During Exploration Stage
    
    
    (3,770,117
    )
    
    
    (3,309,838
    )Other Comprehensive Loss
    
    
    (140,366
    )
    
    
    (75,550
    )(1,680,398
    )
    
    
    (1,845,314
    )$
    147,536
    
    
    $
    7,366


See Notes to Consolidated Financial Statements

2



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##### Table of Contents






URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Operations (U.S. Dollars)
(Unaudited  Prepared by Management)

From inceptionThree months Ended
    
    Six months Ended
    
    on April 3, 1998throughOctober 31,
    
    
    
    
    
    October 31,
    
    
    
    
    
    October 31,2003
    
    2002
    
    2003
    
    2002
    
    2003ExpendituresManagement Fee
    
    $
    59,524
    
    
    $
    18,000
    
    
    $
    90,857
    
    
    $
    36,000
    
    
    $
    306,602Advertising and Promotion
    
    
    24,424
    
    
    
    56,302
    
    
    
    53,001
    
    
    
    105,261
    
    
    
    376,942Consulting
    
    
    194,300
    
    
    
    39,776
    
    
    
    224,310
    
    
    
    39,776
    
    
    
    483,034Travel
    
    
    9,505
    
    
    
    4,128
    
    
    
    12,639
    
    
    
    15,937
    
    
    
    98,058Professional Fees
    
    
    28,855
    
    
    
    76,677
    
    
    
    49,981
    
    
    
    102,375
    
    
    
    298,138Transfer Agent Fees
    
    
    6,937
    
    
    
    4,195
    
    
    
    8,616
    
    
    
    5,830
    
    
    
    32,789Rent
    
    
    2,910
    
    
    
    1,429
    
    
    
    5,812
    
    
    
    2,888
    
    
    
    32,074Office
    
    
    4,448
    
    
    
    5,747
    
    
    
    8,383
    
    
    
    7,394
    
    
    
    33,625Interest and Bank Charges
    
    
    410
    
    
    
    233
    
    
    
    543
    
    
    
    295
    
    
    
    5,768Equity loss from investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,713Incorporation cost written off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700Exploration costs
    
    
    6,137
    
    
    
    13,911
    
    
    
    6,137
    
    
    
    34,324
    
    
    
    1,226,315Write-off of Exploration Property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    856,359Net Loss for Period
    
    $
    337,450
    
    
    $
    220,398
    
    
    $
    460,279
    
    
    $
    350,080
    
    
    $
    3,770,117Net Loss Per Share
    
    $
    (0.02
    )
    
    $
    (0.02
    )
    
    $
    (0.03
    )
    
    $
    (0.03
    )Weighted Average Number of shares
Outstanding
    
    
    17,858,957
    
    
    
    12,024,500
    
    
    
    16,507,598
    
    
    
    12,000,587


See Notes to Consolidated Financial Statements

3



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##### Table of Contents






URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Stockholders Equity (Deficiency) (U.S. Dollars)
For the Six Months Ended October 31, 2003 (unaudited) and Year Ended April 30,2003

DeficitAccumulated
    
    TotalCommon Stock
    
    Treasury Stock
    
    Additional
    
    
    
    
    
    Other
    
    During the
    
    StockholdersPaid-in
    
    Subscriptions
    
    Comprehensive
    
    Exploration
    
    EquityShares
    
    par Value
    
    Shares
    
    Par Value
    
    Capital
    
    Received
    
    income (loss)
    
    Stage
    
    (Deficiency)Balance. April 30, 2002
    
    
    11,984,500
    
    
    
    11,985
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    114,988
    
    
    
    112,500
    
    
    
    3,790
    
    
    
    1,020,714
    
    
    
    257,526Common stock issued for cash
    
    
    2,300,000
    
    
    
    2,300
    
    
    
    
    
    
    
    
    
    
    
    299,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    302,000Subscriptions received
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112,500
    )
    
    
    
    
    
    
    
    
    
    
    (112,500
    )Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,124Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,340
    )
    
    
    
    
    
    
    (79,340
    )Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,289,124
    )
    
    
    (2,289,124
    )Balance, April 30, 2003
    
    
    14,284,500
    
    
    
    14,285
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    1,525,812
    
    
    
    
    
    
    
    (75,550
    )
    
    
    (3,309,838
    )
    
    
    (1,845,314
    )Common Shares issued for cash
and settlement of debt
    
    
    5,240,000
    
    
    
    5,240
    
    
    
    
    
    
    
    
    
    
    
    610,761
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    616,001Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,010Other comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (64,816
    )
    
    
    
    
    
    
    (64,816
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (460,279
    )
    
    
    (460,279
    )Balance October 31, 2003
    
    
    19,524,500
    
    
    $
    19,525
    
    
    
    (23,000
    )
    
    $
    (23
    )
    
    $
    2,210,583
    
    
    $
    
    
    
    $
    (140,366
    )
    
    $
    (3,770,117
    )
    
    $
    (1,680,398
    )


See Notes to Consolidated Financial Statements

4



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##### Table of Contents






URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Cash Flows (U.S. Dollars)
(Unaudited  Prepared by Management)

From inceptionFor the Six Months Ended October 31,
    
    on April 3, 1998to October 312003
    
    2002
    
    2003Operating ActivitiesNet loss
    
    $
    (460,279
    )
    
    $
    (73,474
    )
    
    $
    (3,770,117
    )Adjustments to reconcile net
loss to net cash used operating activitiesCompensation expenses
    
    
    74,010
    
    
    
    
    
    
    
    227,734Consulting expenses acquired for shares
    
    
    178,300
    
    
    
    
    
    
    
    178,300Exploration costs acquired for shares
    
    
    
    
    
    
    
    
    
    
    137,331Equity loss from investment
    
    
    
    
    
    
    
    
    
    
    19,713Financial services acquired for shares
    
    
    
    
    
    
    60,000
    
    
    
    60,000Write-down of exploration property
    
    
    
    
    
    
    
    
    
    
    856,359Changes in Non-cash Working CapitalAccounts Recievable
    
    
    (119
    )
    
    
    4,697
    
    
    
    (6,669
    )Accounts Payable
    
    
    153,493
    
    
    
    1,661
    
    
    
    1,198,673(54,595
    )
    
    
    (7,116
    )
    
    
    (1,098,676
    )Investing ActivityEarth Energy Licence
    
    
    (77,370
    )
    
    
    
    
    
    
    (77,370
    )Property acquisitions
    
    
    (26,090
    )
    
    
    
    
    
    
    (609,949
    )(103,460
    )
    
    
    
    
    
    
    (687,319
    )Financing ActivitiesIssuance of shares for cash
    
    
    293,891
    
    
    
    
    
    
    
    1,206,812Common stock returned to treasury
    
    
    
    
    
    
    
    
    
    
    (15,212
    )Share issue costs
    
    
    
    
    
    
    
    
    
    
    (40,586
    )Advances from related parties
    
    
    (98,409
    )
    
    
    
    
    
    
    667,982Cheques issued in excess of funds on deposit
    
    
    (836
    )
    
    
    
    
    
    
    194,646
    
    
    
    
    
    
    
    1,818,996Foreign Currency Translation
    
    
    
    
    
    
    88
    
    
    
    3,590Inflow (Outflow) of Cash
    
    
    36,591
    
    
    
    (7,028
    )
    
    
    36,591Cash, Beginning of period
    
    
    
    
    
    
    (3,187
    )
    
    
    Cash, End of Period
    
    $
    36,591
    
    
    $
    (10,215
    )
    
    $
    36,591Non-Cash Financing ActivitiesCommon stock deemed to be issued
for resource properties
    
    $
    
    
    
    $
    
    
    
    $
    432,665Warrants granted on purchase of
resource properties
    
    $
    
    
    
    $
    
    
    
    $
    50,000Common stock issued for services
    
    $
    178,300
    
    
    $
    
    
    
    $
    263,300


See Notes to Consolidated Financial Statements

5



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##### Table of Contents






URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|1. |  | BASIS OF PRESENTATION
|-- |  | ---------------------



| |  | These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States of America 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
filed as part of the Companys April 30, 2003 Form 10KSB.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | In the opinion of the Companys management, these consolidated financial
statements reflect all adjustments necessary to present fairly the
Companys financial position at October 31, 2003 and April 30, 2003 and
the results of operations and the statement of cash flows for the six
months ended October 31, 2003. The results of operations for the six
months ended October 31, 2003 are not necessarily indicative of the
results to be expected for the entire fiscal year.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | These consolidated financial statements include the accounts of the
Company and its wholly owned subsidiary, Anhydride Petroleum (USA) Inc.
(Anhydride USA) and Anhydride USAs wholly owned subsidiary Anhydride
Petroleum (Canada) Inc. (Anhydride Canada) acquired April 30, 2002.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. |  | GOING CONCERN
|-- |  | -------------



| |  | These financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America
on a going-concern basis. This presumes funds will be available to
finance on-going development, operations and capital expenditures and the
realization of assets and the payment of liabilities in the normal course
of operations for the foreseeable future. Management intends to raise
additional capital through share issuances to finance operations and
invest in other business opportunities.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company has a working capital deficit of $1,784,674, minimal other
capital resources presently available to meet obligations which normally
can be expected to be incurred by similar companies and has accumulated
stockholders deficiency of $1,680,398. In prior years the investment in
resource properties comprised significantly all of the Companys assets.
These investments have been written off in the 2003 fiscal year as the
Company currently has no plans for further development of these
properties.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Included in accounts payable is $743,988 payable by Anhydride Canada.
Certain of the creditors of Anhydride Canada have threatened receivership
proceedings against Anhydride Canada unless they are paid in full.
Anhydride Canada does not have the resources to meet these demands and the
Company has determined that it will not commit resources to Anhydride
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6



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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003



|2. |  | GOING CONCERN(continued)
|-- |  | ------------------------



| |  | Canada or defend such action should the creditors take it. To date
no formal action has been taken by the Anhydride Canada creditors.
| |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  | The outcome of the above matters cannot be predicted. These financial
statements do not give effect to any adjustments to the amounts and
classification of assets and liabilities, which might be necessary should
the Company be unable to continue as a going concern.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | LOSS PER SHARE
|-- |  | --------------



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



|4. |  | PROPERTIES
|-- |  | ----------

Firebag
    
    Athabasca Oil
    
    Henday Lake
    
    Pasquia HillsProspect
    
    Prospect
    
    Property
    
    Joint Venture(note 4(e))
    
    (note 4(d))
    
    (note 4(a))
    
    (note 4(f))
    
    TotalBalance April 30, 2002
    
    $
    26,769
    
    
    $
    720,401
    
    
    $
    1
    
    
    $
    
    
    
    $
    747,171Acquisition of property
    
    
    18,176
    
    
    
    56,872
    
    
    
    
    
    
    
    
    
    
    
    75,048Write-off exploration
Property
    
    
    (44,945
    )
    
    
    (777,273
    )
    
    
    
    
    
    
    
    
    
    
    (822,218
    )Balance April 30, 2003
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Acquisition of property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,090
    
    
    
    26,090Balance October 31, 2003
    
    $
    
    
    
    $
    
    
    
    $
    1
    
    
    $
    26,090
    
    
    $
    26,091




| | (a) |  | Hocking Lake Property and Henday Lake Property
| | --- |  | ----------------------------------------------



| |  |  | By agreement dated April 13, 1998, the Company acquired all the
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 $59,459 (CDN  $82,270) and are reflected in the
financial statements at the sellers historical cost, as the sellers
are the controlling stockholders.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consideration given to the members of the syndicate was 6,000,000
common stock of the Company at a par value of $0.001 each. The cost
of the assets acquired totalled $97,834.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7



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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|4. |  | PROPERTIES(continued)
|-- |  | ---------------------



| |  |  | The Henday Lake Property was transferred to Uranium Holdings
Corporation in December 2000 (note 4(c)). As of April 30, 2002 all
claims related to the Hocking Lake Property had lapsed.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | Saskatchewan Uranium Property
| | --- |  | -----------------------------



| |  |  | By agreement dated December 16, 1998, the Company had options to
acquire a 100% interest in 11 mining claims in Saskatchewan, Canada,
upon incurring cumulative expenditures of approximately $338,000
(CDN  $500,000) by May 31, 2000 as amended and an additional
approximate $1,712,000 (CDN  $2,500,000) by December 31, 2002.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | By an agreement dated March 24, 1999, between the Company and
Pacific Amber Resources Ltd. (Pacific), 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 $325,000 (CDN  $500,000) in expenditures on
or before December 31, 1999, as amended. A total of approximately
$324,000 (CDN  $498,250) was incurred as of April 30, 2000. In
return for the 50% option interest, the Company issued Pacific Amber
200,000 common stock 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.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company has not met its exploration requirements as of April 30,
2003 and as such, the claims have reverted back to the original
optionor and the Company no longer maintains any interest on these
claims.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | Uranium Holdings Corporation
| | --- |  | ----------------------------



| |  |  | Pursuant to a letter of intent dated December 1, 2000 with one of
its stockholders, the Company transferred all its rights to the
Henday Lake Property to a newly formed company, Uranium Holdings
Corporation (UHC), a Nevada Corporation, in exchange for $131,183
(CDN  $199,713) to be spent on the Henday Lake Property and 20% of
the equity of UHC.
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|4. |  | PROPERTIES(continued)
|-- |  | ---------------------



| |  |  | As part of the agreement, the Company executed a note in favour of
UHC for $38,005 (CDN  $58,376). The note was non-interest bearing
and payable on demand upon the closure of the sale of controlling
interest in the Company to a third party, or at such time as the
Company acquired funds from another source. During the year ended
April 30, 2003, the Company repaid the loan in full.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company continued to hold a 20% interest in the claims
transferred to UHC regardless of the equity issued subsequent to the
incorporation of UHC. The Company had a carried interest in the
claims until such time as a total of $163,334 (CDN  $250,000)
inclusive of the $94,080 (CDN  $144,000) required for the first
work program had been expended. As of April 30, 2003, $177,959
(2002  $145,084) had been spent on the property.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Subsequent to such expenditure, the Company would retain the right
to participate on the same basis as the investors in future
expenditure programs on a pro-rata basis. Should the Company not
provide the requested funds within 30 days of written demand, the
Companys 20% interest shall be reduced in such manner as may
reasonably be negotiated between the parties. No written demand has
been made.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) |  | Athabaska Oil Prospect
| | --- |  | ----------------------



| |  |  | During the year ended April 30, 2003, the Company re-entered the
7-32 Well and a total of $1,650,298 was spent in exploration costs
to test and deepen it. Of this amount $846,507 was contributed by
working interest holders, and this amount has been deducted from the
total exploration costs leaving net exploration costs of $803,791
being charged to operations. The result of the exploration was that
no economic quantities of hydrocarbons were discovered and as a
result the property was been written off during the year ended April
30, 2003.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) |  | Firebag Prospect
| | --- |  | ----------------



| |  |  | During 2003 the Company determined that it lacked the resources to
pursue this prospect further and as a result the property has been
written off.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|4. |  | PROPERTIES(continued)
|-- |  | ---------------------



| | (f) |  | Pasquia Hills Joint Venture
| | --- |  | ---------------------------



| |  | During the period the Company entered into a preliminary agreement with
Western Petrochemicals Corp. (WPC). The Agreement, which is subject to
many contingencies, grants the right to acquire a 60% joint venture
interest from WPC in the Pasquia Hills oil shale project, covering
approximately 700,000 acres located in the Pasquia Hills area of
Saskatchewan. Pursuant to the agreement the Company has made a payment of
$26,090 to WPC.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Subsequent to period end the Company reached a second preliminary
agreement with WPC and its major shareholders to acquire all of the issued
and outstanding shares of WPC for 500,000 preferred shares and 2,000,000
common shares with certain registration rights. The preferred shares are
to be non-dividend bearing, carry ten votes each and convertible into
common shares as to ten common shares for each preferred share at the
earlier of the Company increasing its authorized capital or June 30, 2004.
The agreement is subject to a number of areas of due diligence,
including a review of WPCs liabilities which are not to exceed $989,000
($1,300,000 CND), coming to arrangements with outstanding creditors of WPC
and the agreement of WPC shareholders not party to the agreement, all of
which are still ongoing.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | COMMON STOCK
|-- |  | ------------



| |  | Issued
| |  | ------



| |  | Subsequent to October 31, 2003, the Company issued 300,000 common shares
on the issuance of options for gross proceeds of $120,000 and 200,000
common shares for $40,000.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the period, in an attempt to settle outstanding liabilities of Anhydride Canada, the
Company made an offer to creditors to settle outstanding debts for shares
of the Company at $0.104 ($0.15 CDN) per share. The Company has received
acceptances from creditors totalling $288,743 ($416,484 CDN), which
represents 2,776,560 common shares. To date, the shares have yet to be
issued.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Also during the period, the Company agreed to acquire the interests of the
Anhydride Petroleum Limited Partnership for 3,220,000 common shares of the Company, which have
yet to be issued.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Treasury stock
| |  | --------------



| |  | During the year ended April 30, 2000 the Company purchased 23,000 shares
of its common stock from the original owners who had acquired the shares
prior to April 30, 2000 in a private placement. The common stock was
purchased for the same amount as the proceeds from original issue.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|6. |  | STOCK OPTIONS
|-- |  | -------------



| |  | During the year ended April 30, 2000, the Company adopted an incentive and
a non-statutory stock option plan. As at April 30, 2003 and
October 31, 2003
the Company had options outstanding to acquire 1,050,000 shares under the
2000 plan at $0.27 per share until August 21, 2006. There are no
additional options available to be issued under this plan.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the year ended April 30, 2003, the Company adopted an incentive and
a non-statutory stock option plan which as at April 30, 2003 had
outstanding options to acquire up to 1,365,000 common shares, which were
to expire as to 100,000 at $0.25 per share on April 15, 2004, 410,000 at
$0.12 on April 25, 2004, 230,000 at $0.25 per share on May 15, 2004,
400,000 on May 6, 2005 and 225,000 at $0.25 on May 15, 2005. During the
six months ended October 31, 2003 the Company cancelled 400,000 options at
$0.25 per share which expired on May 6, 2005 and reissued them at $0.11
per shares until June 28, 2004. Also during this period 810,000 options
were exercised as to 410,000 options at $0.12 per share with an expiry
date of April 25, 2004 and 400,000 options at $0.11 per share with an
expiry date of June 28, 2004. Therefore, as all available options under
this plan have been issued, there remains outstanding 555,000 options to
acquire that same number of common shares.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On June 20, 2003, the Company adopted an incentive and non-statutory stock
option plan (the 2003 Plan), whereby 2,500,000 shares of common stock
may be optioned. The stock option plan has not been adopted or ratified
by the shareholders of the Company. Incentive options
may be granted at any price for a period of up to ten years. During the
three months ended July 31, 2003 the Company issued a total of 2,500,000
options to acquire that same number of common share. These options were
issued as to 1,050,000 options at a deemed price of $0.10 per share for
services, 400,000 options at $0.10 per share until June 25, 2004, 500,000
options at $0.06 per share until July 31, 2004, 300,000 options at $0.09
per share until August 15, 2004 and 250,000 options at $0.10 per share
until August 18, 2004. All the options were exercised during the period.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On September 18, 2003, the Company adopted an incentive and non-statutory
stock option plan (the 2003b Plan), whereby 2,500,000 shares of common
stock may be optioned. The stock option plan has not yet been adopted or
ratified by the shareholders of the Company. Incentive options may be
granted at any price for a period of up to ten years. During the six
months ended October 31, 2003 the Company issued a total of 1,930,000
options to acquire that same number of common shares. These options were
issued as to 650,000 options at an exercise price of $0.10 per share for
services, 490,000 options at an exercise price of $0.17 per share for
services, 170,000 options at $0.23 per share until September 19, 2004,
520,000 options at $0.17 per share until October 3, 2004 and 100,000
options at $0.23 per share until October 10, 2004. All of the options
issued during the period were exercised during the period. Subsequent to
October 31, 2003 the Company issued options to acquire up to 100,000
shares at $0.21 per
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|6. |  | STOCK OPTIONS(continued)
|-- |  | ------------------------



| |  | share and 200,000 shares at $0.45 per share, both of which were exercised.
The Company may issue up to an additional 270,000 options pursuant to this
plan.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | On October 15, 2003, the Company adopted an incentive and non-statutory
stock option plan (the 2003c Plan), whereby 2,000,000 shares of common
stock may be optioned. The stock option plan has not been adopted or
ratified by the shareholders of the Company. Incentive options may be
granted at any price for a period of up to ten years. During the six
months ended October 31, 2003, the Company issued 800,000 options to
acquire that same number of common shares as to 600,000 at $0.17 per share
and 200,000 at $0.10 per share all expiring October 15, 2004. As at
October 31, 2003, besides the outstanding 800,000 options, the Company may
issue up an additional 1,200,000 options pursuant to this plan.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock options granted to employees, and accordingly,
compensation expense of $74,010 was recognized as wages expense for the
period ended October 31, 2003 based on an expected life of one day to one
year, a 1.25% interest rate, 165.8% volatility and a 0% dividend rate.
During the period ended October 31, 2003 had the Company determined
compensation expense as per SFAS 123 using the Black-Scholes option -
pricing model compensation expense would have been $114,510.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. |  | WARRANTS.
|-- |  | ---------



| |  | During the year ended April 30, 2002, the Company issued 1,000,000
warrants at $0.01 per share, to acquire the same number of shares before
July 25, 2003. These warrants expired unexercised.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | The Company also issued 600,000 warrants at $0.01 per share, to acquire
the same number of shares. The exercise of the warrants is subject to a
successful well being drilled on either the Athabasca or Firebag prospects
and expire on the earlier of one year following the successful completion
of a well and August 30, 2004. Given that Athabasca and Firebag prospects
have been written off and no well was completed, these warrants expired.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|7. |  | WARRANTS(continued)
|-- |  | -------------------



| |  | During the year ended April 30, 2003, the Company issued warrants which
were based on the exploration expenditures of a joint venture party (the
Limited Partnership). As of April 30, 2003 the Limited Partnership is
entitled to warrants to acquire 483,000 common shares at $0.25 per share
until July 11, 2003. These warrants expired unexercised.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the year ended April 30, 2003, the Company issued warrants to other
joint venture parties. Pursuant to these agreements the Company is
committed to issuing 410,000 warrants that will entitle the holders to
acquire that same number of common shares at $0.25 per share. These
warrants expire as to 350,000 on November 25, 2003 (which expired
un-exercised subsequent to period end), 10,000 on February 27, 2004,
10,000 on February 28, 2004 and 40,000 on March 3, 2004.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. |  | RELATED PARTY TRANSACTIONS
|-- |  | --------------------------



| |  | The following non-arms length transactions occurred with parties who are
directors, officers and stockholders of the Company.
| |  | ------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | During the six months ended October 31, 2003, the Company was
charged management fees of $36,000 by October Sun from whom the
Company acquired Anhydride USA. October Sun is related to the
Company by way of significant influence. As of October 31, 2003,
$410,513 was owed to October Sun. Of this balance, up to $400,000
is covered by way of a convertible note which bears interest at 6%
and may be converted into units at the lower of $0.25 per unit or the
then market on the date of conversion until December 31, 2003. At
April 30, 2003 and October 31, 2003, October Sun waived all rights to
the interest. Each unit is to consist of one common share of the
Company and a warrant to purchase an additional common share at 133%
of the unit price for one year following the date of conversion. Any
shares issued on conversion shall carry with them registration
rights. The balances of funds owed are without interest or stated
terms of repayment.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | As at April 30, 2003 a total of $33,200 was due to an officer
of the Company. During the six months ended October 31, 2003 $30,000
of this amount was settled by the officer exercising an option to
acquire 300,000 common shares. During the six months ended October
31, 2003 this officer was paid management fees of $54,857 which
includes $30,000 paid by way of issuing him an additional 300,000
common shares. As at October 31, 2003 this officer had resigned his
position with the Company and no amounts were owed to him.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|8. |  | RELATED PARTY TRANSACTIONS (continued)
|-- |  | --------------------------------------



| | (c) |  | During the year ended April 30, 2003 the Company accrued fees
of $3,271 to a director and officer, which are included in
advertising and promotion expenses and which remain outstanding as at
October 31, 2003.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) |  | United Corporate Advisors (UCA) is related to the Company by
way of common directors. As of October 31, 2003, $232,188 was owed
to UCA and included in due to related parties. Of this balance,
$195,000 is covered by way of a convertible note which bears interest
at 6% and may be converted into units at the lower of $0.25 per unit
or the then market on the date of conversion until December 31, 2003.
At April 30, 2003 and October 31, 2003, UCA waived all rights to the
interest. Each unit is to consist of one common share of the Company
and a warrant to purchase an additional common share at 133% of the
unit price for one year following the date of conversion. Any shares
issued on conversion shall carry with them registration rights. The
balances of funds owed are without interest or stated terms of
repayment.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) |  | Included in consulting expenses is $39,100 pertaining to
230,000 shares issued to directors of the Company under the 2003b
stock option plan.
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------



|9. |  | ACCOUNTS PAYABLE
|-- |  | ----------------



| |  | Accounts payable as at October 31, 2003 is made up of $987,316 in trade
accounts payable and $194,646 in advances from third parties.
| |  | -------------------------------------------------------------------------------------------------------------------------------------



|10. |  | EARTH ENERGY LICENSE AGREEMENT
|--- |  | ------------------------------



| |  | During the period the Company entered into a license agreement with Earth
Energy Resources Ltd. (Earth Energy) for the use of its proprietary
catalytic process, subject to yet to be agreed upon compensation to West
Peak Ventures of Canada Ltd. for assigning the license agreement to the
Company. This process includes a proprietary catalyst in conjunction with
processing equipment to separate hydrocarbons from sand, shale or soil.
Under the terms of the underlying license agreement, the Company agreed to
pay $360,985 ($500,000 Cdn.) by 2005, with initial payments of $77,370
($100,000 Cdn.) (paid) to be used to determine the feasibility of the
process. The Company also agreed to pay a royalty of 5% and may purchase
catalyst and processing equipment from Earth Energy Resources Ltd. for
cost plus 25% if the technology proves successful and economically
feasible. The Central and South American license agreement is a
three-year option on the same terms with the exception that the license
fee is a one-time payment of $500,000 US. Subsequent to October 31, 2003
the Company made an additional payment of $36,100 ($50,000 Cdn.).
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management)



|11. |  | CONTINGENCY
|--- |  | -----------



| |  | In a statement of claim filed against Anhydride Canada and others, the
plaintiffs claim they owned a 63.3% interest in the 7-32 well on the
Athabasca prospect. The claim also seeks general damages of $3,800,000
($5,000,000 CDN) from the defendants as well as monetary and special
damages as determined by the court. A statement of defense was filed by
Anhydride Canada, but given that the property has been written off it will
not be actively pursued. Since filing of the statement of defense in
April 2003, no further action has been taken by the plaintiff. The
Company believes the claim is frivolous and without merit and as such no
amount has been accrued by the Company at April 30, 2003 and October 31,
2003.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Item 2. Managements Discussion and Analysis of Financial Condition and Plan 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 are in U.S.
dollars unless otherwise stated.

All payments to be made in the future have been expressed in U.S. dollars using
an exchange rate of $1 U.S. = $1.3158 Cdn.

Plan of Operations

The Company is in the exploration stage and does not currently have any income
from operating activities. The Company has a working capital deficit of
$1,784,674 and minimal other capital resources presently available to meet
obligations which normally can be expected to be incurred by similar companies
and has accumulated stockholders deficiency of $1,680,398. In prior years the
investment in resource properties comprised significantly all of the Companys
assets. These investments were written off in the April 30, 2003 fiscal year, as
the Company currently has no plans for further development of these properties.
Management intends to raise additional capital through share issuances to
finance operations and invest in other business opportunities, however, no
assurance can be given that the Company will be successful in raising
additional capital or that other business opportunities will be found.

Our principal business activity during the year ended April 30, 2003 was
exploration on the Athabasca prospect. During the prior year a total of
$1,650,298 was spent on the re-entering and deepening of the 7-32 Well. Of
this amount various joint venture partners contributed a total of $846,507
towards these costs, leaving net exploration expenditures to the Company of
$803,791 and the Companys indirectly owned subsidiary Anhydride Petroleum
Canada Inc. (Anhydride Canada) with accounts payable related to this
exploration of $716,865 as at July 31, 2003. As a result of the failure to
find economically viable amounts of hydrocarbons within the Athabasca Prospect and
owing financial

15



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##### Table of Contents



constraints put on Anhydride Canada as a result of its
exploration activities, it was determined that both the Athabasca and Firebag
Prospects should be written off and $822,218 was charged to operations as at
April 30, 2003. While the Company plans to continue to evaluate petroleum
properties, the Company currently does not have any petroleum property
prospects, nor can there be any assurance that the Company will find a viable
oil and gas project in the future.

The Company retains an indirect interest in the Henday Lake Uranium property
through its 20% equity investment in Uranium Holdings Corporation (UHC),
however, the Company does not view this property to be of substantial merit.
The Company plans to continue to hold its investment in UHC but its interest
may be diluted if it is unable to meet exploration expenditures on a timely
basis.

During the period the Company entered into a license agreement with Earth
Energy Resources Ltd. (Earth Energy) for the use of its proprietary catalytic
process, subject to yet to be agreed upon compensation to West Peak Ventures of
Canada Ltd. for assigning the license agreement to the Company. This process
includes a proprietary catalyst in conjunction with processing equipment to
separate hydrocarbons from sand, shale or soil. Under the terms of the
underlying license agreement, the Company agreed to pay $360,985 ($500,000
Cdn.) by 2005, with initial payments of $77,370 ($100,000 Cdn.) (paid) to be
used to determine the feasibility of the process. The Company also agreed to
pay a royalty of 5% and may purchase catalyst and processing equipment from
Earth Energy Resources Ltd. for cost plus 25% if the technology proves
successful and economically feasible. The Central and South American license
agreement is a three-year option on the same terms with the exception that the
license fee is a one-time payment of $500,000 US. Subsequent to October 31,
2003 the Company made an additional payment of $36,100 ($50,000 Cdn.).

To date the Company conducted initial testing of the Earth Energy process and
is currently awaiting the results of that testing to determine further work to
be done to determine the feasibility of the process. The payments to Earth
Energy have been funded by way of related party advances. The Company is not
obligated to proceed and may stop funding at anytime. Should the Earth Energy
process prove to be economically feasible this may become a core business of
the Company. However, the Company is at the initial stages of determining
feasibility and additional testing must be done to determine if the process is
viable.

During the period the Company entered into a preliminary agreement with Western
Petrochemicals Corp. (WPC). The Agreement, which is subject to many
contingencies, grants the right to acquire a 60% joint venture interest from
WPC in the Pasquia Hills oil shale project, covering approximately 700,000
acres located in the Pasquia Hills area of Saskatchewan. Pursuant to the
agreement the Company has made a payment of $26,090 to WPC.

Subsequent to period end the Company reached a second preliminary agreement
with WPC and its major shareholders to acquire all of the issued and
outstanding shares of WPC for 500,000 preferred shares and 2,000,000 common
shares with certain registration rights. The preferred shares are to be
non-dividend bearing, carry ten votes each and convertible into common shares
as to ten common shares for each preferred share at the earlier of the Company
increasing its authorized capital or June 30, 2004. The agreement is subject
to a number of areas of due diligence, including a review of WPCs liabilities
which are not to exceed $989,000 ($1,300,000 CND), coming to arrangements with
outstanding creditors of WPC and the agreement of WPC shareholders not party to
the agreement, all
of which are still ongoing. Depending on the outcome of the Companys due
diligence this project may become a core business of the Company.

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##### Table of Contents



Changes in Financial Condition

During the six months ended October 31, 2003 the primary focus of the Company
was on finding a business plan and or project of significant merit for the
Company and in dealing with the creditor and other issues related to failure of
the Companys exploration program. Management fees for the quarter of $90,857
(2002  $36,000) included $54,857 paid to the former president of the Company
which in the prior year were charged to exploration expense. The amount paid
the former president also included $30,000 paid to him by way of issuing him
300,000 common shares. Advertising and promotion costs of $53,001 (2002 
$105,261) were down as the Company scaled back its activities following the
write off of its exploration programs as of April 30, 2003. Consulting expense
of $224,310 (2002  $39,776) includes $74,010 related to compensation expense
charged for options granted to consultants during the period. Consulting
expense also includes $178,300 related to 1,140,000 bonus shares issued to
consultants during the period, of which $39,100 pertaining to 230,000 common
shares were granted to Directors of the Company. . Travel costs of $12,639
(2002  $15,937) were consistent with the same period last year owing to
travel associated with the Earth Energy license agreement and Pasquia Hills
project. Professional fees of $49,981 (2002  $102,375) continued to be a
major expense to the Company as it incurred costs related to evaluating various
business proposals and in dealing with Anhydride Canadas creditor situation.
In total the Company experienced a net loss of $460,279 or $0.03 per share for
the six months ended October 31, 2003, compared to a net loss of $350,080 or
$0.03 per share for the six months ended October 31, 2002. The Company expects
to continue to incur operating losses and will continue to be dependent on
additional equity or debt sales and or property joint ventures to fund its
activities in the future.

As noted above Anhydride Canada has incurred significant trade payables in
pursuit of its exploration activities, which totaled to $743,988 as at October
31, 2003. In an attempt to settle these liabilities, the Company made an offer
to Anhydride Canada creditors to settle outstanding debts for shares of the
Company at $0.10 ($0.15 Cdn.) per share. The Company has received acceptances
from creditors totalling $288,743 ($416,484 Cdn.), which represents 2,776,560
common shares. To date, the shares have yet to be issued. Certain of the
creditors have rejected this offer and threatened receivership proceedings
against Anhydride Canada unless they are paid in full. Anhdydride Canada does
not have the resources to meet these demands and the Company has determined
that it will not commit further resources to Anhdydride Canada or defend such
action should the creditors take it.

In conjunction with the settlement offered to the Anhydride Canada creditors
the Company also agreed to acquire the Athabasca and Firebag prospect interests
of Anhydride Limited Partnership for 3,220,000 common shares of the Company,
which have yet to be issued.

We do not expect any significant change in the number of employees during the
next twelve months.

We have no revenues, and our operating results, profitability and future rate
of growth depend solely on our ability to find a successful business plan and
our ability to raise further funding. We plan to fund future operations by way
of joint venture agreements and or other forms of financing, including the
public offering or private placement of equity or debt securities. However, we
cannot assure you that joint venture partners, debt or equity financing will be
available to us on acceptable terms to meet these requirements.

17



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##### Table of Contents






Item 3. Controls and Procedures

An evaluation was performed under the supervision and with the participation of
the Companys management, including the Chief Executive Officer and Chief
Financial Officer of the effectiveness of the design and operation of the
Companys disclosure controls and procedures within 90 days before the filing
date of this quarterly report. Based on that evaluation, the Companys
management, including the CEO and CFO, concluded that the Companys disclosure
controls and procedures were effective. There have been no significant changes
in the Companys internal controls or in other factors that could significantly
affect internal controls subject to their evaluation.

Forward-Looking Statements

These statements are based on certain assumptions and analyses made by us in
light of our experience and our perception of historical trends, current
conditions, expected future developments and other factors we believe are
appropriate in the circumstances. Such statements are subject to a number of
assumptions, risks and uncertainties, including such factors as the volatility
and level of oil and natural gas prices, uncertainties in cash flow, expected
acquisition benefits, competition, litigation, environmental matters, the
potential impact of government regulations, and other matters discussed under
the caption Risk Factors in the Companys 10-KSB, many of which are beyond
our control. Readers are cautioned that forward-looking statements are not
guarantees of future performance and that actual results or developments may
differ materially from those expressed or implied in the forward-looking
statements.




PART II  OTHER INFORMATION




Item 1. Legal Proceedings

The Company is not a party to any legal proceedings required to be
reported in this report. However, its affiliate API Canada is subject to the
following legal proceedings:



| |  |  | judgment was issued against API Canada for $25,200 Cdn in
favor of Newalta Corporation. The judgment was issued July 8, 2003
by the Provincial Court of Alberta, Civil Division.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Blackbird Well Services Ltd. claims it is owed approximately
$250,000 Cdn. by API Canada. Blackbird filed a formal action but the
action has been adjourned by agreement until January 20, 2004. A
Petition For Receiving Order was filed by Blackbird on June 9, 2003
in The Court of Queens Bench of Alberta, In Bankruptcy, Judicial
District of Calgary as Court No. BK01-086312; adjourned by agreement
to July 15, 2003; adjourned by agreement to July 29, 2003; a Consent
Receiving Order was endorsed July 15, 2003 subsequently adjourned by
agreement and is presently scheduled for January 20, 2004.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Wellco Energy Services, Inc. filed a statement of claim against
API Canada for $49,961.51 on April 2, 2003 and a Certificate of Lis
Pendens was issued July 17, 2003 in favor of Wellco. All filings
were made in the Court of Queens Bench of Alberta, Judicial District
of Calgary. API Canada has not filed a statement of defense, and
does not intend to do so.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Item 2. Changes in Securities; Recent Sales of Unregistered Securities

The
following sets forth the equity
securities sold by the Company during the period covered by this report that
were not registered under the Securities Act.

On August 15, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 150,000 shares of Common stock to Terence Schorn at $0.09 per
share until August 15, 2004. Mr.
Schorn exercised this option on August 15, 2003. The option and shares
issued were issued in reliance on the exemption from registration contained in
Section 4(2) of the Act.

19



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On August 15, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 150,000 shares of Common stock to Tim Brock at $0.09 per
share until August 15, 2004. Mr. Brock exercised this option on August 15,
2003. The option and shares issued were issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

On August 18, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 250,000 shares of Common stock as to 100,000 share of Common
stock to Tim Brock, 100,000 shares of Common stock to Terence Schorn and 50,000
Common shares to George Orr all at $0.10 per share until August 18, 2004. Mr.
Brock, Shorn and Orr exercised these options on September 22, 2003. The
options and shares issued were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

On
September 19, 2003 the Company issued options, under its 2003
Incentive Stock
Option Plan, (the "2003b Plan") to purchase 300,000 shares of Common stock to Doug Cannaday and
350,000 shares of Common stock to Michael Marandino. These options were issued
at a deemed price of $0.10 per share, in reliance on the exemption from
registration contained in Section 4(2) of the Act, for consulting services
rendered to the Company and the shares were issued to Doug Cannaday on
September 25, 2003 and Michael Marandino on October 3, 2003.

On September 19, 2003 the Company issued options, under its 2003b stock
option plan to purchase 170,000 Common shares to George Orr all at $0.23 per
share until September 19, 2004. Mr. Orr exercised these options on October 3,
2003. The options and shares issued were issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

On October 3, 2003 the Company issued options, under its 2003b stock
option plan at $0.17 per share as to 150,000 Common shares to George Orr,
340,000 Common Shares to Terence Schorn and 30,000 Common shares to Irene Orr
all until September 19, 2004. All of these options were exercised on October
9, 2003. The options and shares issued were issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

On October 9, 2003 the Company issued bonus shares, under its 2003(b)
stock option plan, for consulting services at a deemed price of $0.17 per share
as to 100,000 shares of Common Stock to each of George Orr, Tim Brock, William
Timmins, 130,000 shares of Common Stock to Thornton Donaldson, 50,000 shares of
Common Stock to Robert Faris and 30,000 shares of Common Stock to Monita Faris.
The option and shares issued were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

On
October 15, 2003 the Company issued options, under its 2003c Stock
Option Plan, at $0.17 per share until October 15, 2004 as to 200,000 Common
shares to each of George Orr, Tim Brock and, William Timmins. The options were
issued in reliance on the exemption from registration contained in Section 4(2)
of the Act.

20



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On October 15, 2003 the Company issued options, under its 2003c stock
option plan, at $0.10 per share until October 15, 2004 as to 200,000 Common
shares to Michael Marandino. The options were issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

On October 21, 2003 the Company issued options, under its 2003b stock
option plan, at $0.20 per share until October 21, 2004 as to 100,000 Common
shares to Terrence Schorn. Mr. Schorn exercised these options on October 23,
2003. The options and shares issued were issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report
on November 12, 2003 the Company issued options, under its 2003b stock option
plan, at $0.21 per share until November 12, 2004 as to 100,000 Common shares to
George Orr. Mr. Orr exercised these options on November 13, 2003. The options
and shares issued were issued in reliance on the exemption from registration
contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report
on November 20, 2003 the Company issued options, under its 2003b stock option
plan, at $0.45 per share until November 20, 2004 as to 100,000 Common shares
each to George Orr and Tim Brock. Mr. Orr exercised these options on November
25, 2003 and Mr. Brock exercised these option on November 26. The options and
shares issued were issued in reliance on the exemption from registration
contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report
on November 26, 2003 the Company issued 200,000 common shares to Doug Cannaday
in reliance on the exemption from registration contained in Section 4(2) of the
Act.

During the fiscal quarter ended July 31, 2003, in an attempt to settle
outstanding liabilities of API Canada, the Company made an offer to creditors
to settle outstanding debts for shares of the Company at $0.104 ($0.15 Cdn.)
per share. The Company has received acceptances from creditors totalling
$288,743 ($416,484 Cdn.) which represents 2,776,560 common shares. To date,
the shares have yet to be issued. These shares when issued will be issued in
reliance on the exemption from registration contained in Section 4(2) of the
Act.

Pursuant to agreements with its joint venture partners the Company is
committed to issue warrants to purchase up to 410,000 shares of Common stock at
an exercise price of $0.25 per share. The Company has not yet issued 350,000
warrants to Larry Thompson which will expire on November 25, 2003 (subsequent
to October 31, 2003 these expired), James Billingsley as to 10,000 warrants
which expire on February 27, 2004, Robert Burnett as to 10,000 warrants which
expire on February 28, 2004 and to Peter Brown as to 40,000 warrants which
expire on March 3, 2004. These warrants will be issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.




Item 3. Defaults Upon Senior Securities

None




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

None

21



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Item 5. Other Information

Effective September 15, 2003, Douglas W. Cannaday was removed as President
and Chief Executive Officer and Thornton J. Donaldson was appointed to serve in
these positions until his successor is duly appointed.




Item 6. Exhibits and Reports on Form 8-K



| | (a) |  | Exhibits
| | --- |  | --------

3.1
    
    Articles of Incorporation.(1)3.2
    
    Bylaws.(1)10.1
    
    License Agreement between West Peak Ventures of Canada Ltd. and
Earth Energy Resources Inc., dated August 1, 2003.(2)10.2
    
    2003 Incentive Stock Option Plan.(3)10.3
    
    2003c Stock Option Plan, filed herewith.31.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and
15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and
15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, filed herewith.32.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.




---

|(1) |  | Incorporated by reference from Form 10-SB, filed October 14, 1999.                                   
|--- |  | -----------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference from
Form 10-QSB for quarter ended July 31, 2003, filed
September 18, 2003.
|   
|(3) |  | Incorporated by reference
from Form S-8, filed September 25, 2003.                                   



| | (b) |  | Reports on Form 8-K
| | --- |  | -------------------



| |  |  | The Company filed no reports on Form 8-K for the quarter ended
October 31, 2003.
| |  |  | --------------------------------------------------------------------------------

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-QSB to be
signed on its behalf by the undersigned, thereunto duly authorized.

URANIUM POWER CORPORATIONDate: December 22, 2003
    
    By:
    
    /s/ Thornton J. DonaldsonThornton J. Donaldson,
President and Chief Executive OfficerDate: December 22, 2003
    
    By:
    
    /s/ Thornton J. DonaldsonThornton J. Donaldson,
Director and Chief Financial Officer


23



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EXHIBIT INDEX

3.1
    
    Articles of Incorporation.(1)3.2
    
    Bylaws.(1)10.1
    
    License Agreement between West Peak Ventures of Canada Ltd. and
Earth Energy Resources Inc., dated August 1, 2003.(2)10.2
    
    2003 Incentive Stock Option Plan.(3)10.3
    
    2003c Stock Option Plan, filed herewith.31.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and
15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and
15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002, filed herewith.32.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
filed herewith.




---

|(1) |  | Incorporated by reference from Form 10-SB, filed October 14, 1999.                                   
|--- |  | -----------------------------------------------------------------------------------------------------
|   
|(2) |  | Incorporated by reference from
Form 10-QSB for quarter ended July 31, 2003, filed
September 18, 2003.
|   
|(3) |  | Incorporated by reference
from Form S-8, filed September 25, 2003.