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 SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended July 31, 2000
     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  [X]   NO [ ]

The number of shares outstanding of the issuer's classes of common equity, as of
July 31, 2000 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


Financial Statements
July 31, 2000
(Unaudited - Prepared by Management)
(U.S. Dollars)






         INDEX                                                            Page
         -----                                                            ----
         Balance Sheet                                                      1

         Statements of Operations                                           2

         Statement of Stockholders' Equity                                  3

         Statement of Cash Flows                                            4

         Notes to Financial Statements                                      5-7











                                       2
<PAGE>



<TABLE>
<CAPTION>

URANIUM POWER CORPORATION
(An Exploration Stage Company)
Balance Sheets
July 31, 2000 (Unaudited) and April 30, 2000
(U.S. Dollars)

                                                                                   July 31,            April 30,
                                                                                    2000                 2000
                                                                                  ---------            --------
                                                                                 (unaudited)           (audited)
<S>                                                                               <C>                  <C>
Assets

Current
  Cash ......................................................................     $     134            $   5,706
  Accounts receivable .......................................................         5,497                4,866
                                                                                  ---------            ---------

                                                                                      5,631               10,572
Properties (note 4) .........................................................        93,600               93,600
                                                                                  ---------            ---------

                                                                                  $  99,231            $ 104,172
                                                                                  =========            =========

Liabilities

Accounts Payable and Accrued Liabilities ....................................     $  82,511            $  79,572
                                                                                  ---------            ---------


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
      6,927,500 shares common stock .........................................         6,928                6,928
Treasury Stock
    23,000 shares common stock ..............................................           (23)                 (23)
Additional Paid-In Capital ..................................................       548,845              548,845
Comprehensive Income (Unrealized currency exchange gain) ....................         2,057                    0
Deficit Accumulated During Exploration Stage ................................      (541,087)            (531,150)
                                                                                  ---------            ---------

Total Stockholders' Equity ..................................................        16,720               24,600
                                                                                  ---------            ---------

                                                                                  $  99,231            $ 104,172
                                                                                  =========            =========
</TABLE>

See notes to financial statements




                                       3
<PAGE>


<TABLE>
<CAPTION>

URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Operations
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)


                                                                                                       Cumulative
                                                                                                     Amounts During
                                                                                                      Exploration
                                                              Three Months Ended July 31,                Stage
                                                             2000                    1999            (Since 04/03/98)
                                                             ----                    ----             --------------

<S>                                                    <C>                     <C>                     <C>
  Exploration costs ...............................    $     2,107             $     1,660             $   413,630
  Advertising and promotion .......................              0                       0                  35,137
  Professional fees ...............................          4,273                   7,411                  57,261
  Travel ..........................................              0                       0                  18,145
  Rent ............................................          2,022                   1,005                   9,410
  Office ..........................................          1,155                  (3,283)                  4,241
  Transfer agent fee ..............................            380                     151                   2,563
  Incorporation cost written off ..................              0                       0                     700
                                                       -----------             -----------             -----------

Net Loss for Period ...............................    $    (9,937)            $    (6,944)            $  (541,087)
                                                       ===========             ===========             ===========

Loss Per Share ....................................                            $     (0.00)            $     (0.00)
                                                       ===========             ===========             ===========
Weighted Average Number of
  Shares Outstanding ..............................      6,927,500               6,266,500
                                                       ===========             ===========             ===========
</TABLE>



See notes to financial statements.






                                       4
<PAGE>
<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Stockholders' Equity
Three Months Ended July 31, 2000 (Unaudited) and Years Ended April 30, 2000 and 1999
(U.S. Dollars)
                                           Common Stock                Treasury Stock
                                      Shares        Par Value      Shares        Par Value
                                      ------        ---------      ------        ---------
<S>                                <C>          <C>             <C>          <C>
Balance, April 30, 1998 .........    6,000,000    $    6,000             0    $        0
Common stock issued
  For subscriptions .............    1,000,000         1,000             0             0
  For resource properties .......      200,000           200             0             0
Share issue costs ...............            0             0             0             0
Net loss ........................            0             0             0             0
Common stock returned
  to treasury for
  cancellation ..................     (922,500)         (922)            0             0
                                    ----------    ----------    ----------    ----------

Balance April 30, 1999 ..........    6,277,500         6,278             0             0
Common stock issued
  for cash ......................      600,000           600             0             0
Common stock issued
  for finder's fee ..............       50,000            50             0             0
Treasury stock ..................            0             0       (23,000)          (23)
Share issue costs ...............            0             0             0             0
Net loss ........................            0             0             0             0
                                    ----------    ----------    ----------    ----------

Balance, April 30, 2000 .........    6,927,500         6,928       (23,000)          (23)
Unaudited Information
  Comprehensive income ..........            0             0             0             0
  Net loss ......................            0             0             0             0
                                    ----------    ----------    ----------    ----------

Balance, July 31, 2000 ..........    6,927,500    $    6,928       (23,000)   $      (23)
                                    ==========    ==========    ==========    ==========
<CAPTION>
                                                                     Deficit
                                                                   Accumulated
                                      Additional                    During the     Total
                                       Paid-In      Comprehensive  Exploration  Stockholders'
                                       Capital         Income         Stage        Equity
                                      ----------    -------------  -----------  -------------
<S>                                <C>          <C>             <C>          <C>
Balance, April 30, 1998 .........   $   91,834    $        0   $     (700)   $   97,134
Common stock issued
  For subscriptions .............      606,005             0            0       607,005
  For resource properties .......      137,131             0            0       137,331
Share issue costs ...............      (15,586)            0            0       (15,586)
Net loss ........................            0             0     (210,736)     (210,736)
Common stock returned
  to treasury for
  cancellation ..................     (554,700)            0            0      (555,622)
                                    ----------    ----------   ----------    ----------


Balance April 30, 1999 ..........      264,684             0     (211,436)       59,526
Common stock issued
  for cash ......................      299,400             0            0       300,000
Common stock issued
  for finder's fee ..............       24,950             0            0        25,000
Treasury stock ..................      (15,189)            0            0       (15,212)
Share issue costs ...............      (25,000)            0            0       (25,000)
Net loss ........................            0             0     (319,714)     (319,714)
                                    ----------    ----------   ----------    ----------


Balance, April 30, 2000 .........      548,845             0     (319,714)       24,600
Unaudited Information
  Comprehensive income ..........            0         2,057            0         2,057
  Net loss ......................            0             0       (9,937)       (9,937)
                                    ----------    ----------   ----------    ----------


Balance, July 31, 2000 ..........   $  548,845    $    2,057   $ (541,087)   $   16,720
                                    ==========    ==========   ==========    ==========
</TABLE>
See notes to financial statements.
                                       5
<PAGE>


<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Cash Flow
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)


                                                                                                                 From
                                                                                                             Inception on
                                                                                                             April 4, 1998
                                                                                                               Through
                                                                      Three Months Ended July 31,              July 31,
                                                                       2000                 1999                 2000
                                                                       ----                 ----             -------------
<S>                                                                <C>                  <C>                  <C>
Operating Activities
  Net loss ....................................................    $  (9,937)           $  (6,944)           $(541,087)
  Comprehensive income ........................................        2,057                    0                2,057
  Adjustments to reconcile net
    loss to net cash used in operating activities
      Exploration costs acquired for shares ...................            0                    0              137,268

Changes In Non-Cash Working Capital
  Accounts receivable .........................................         (631)                   0               (5,497)
  Accounts payable ............................................        2,939                 (426)              82,511
                                                                   ---------            ---------            ---------
Net Cash Used By Operating Activities .........................       (5,572)              (7,370)            (324,748)
                                                                   ---------            ---------            ---------
Cash Flows Used By Investing Activity
  Property acquisition ........................................            0                    0               (9,141)
                                                                   ---------            ---------            ---------
Cash Flows From Financing Activities
  Issuance of shares for cash .................................            0               (7,306)             389,821
  Loan payable ................................................            0               19,916                    0
  Common stock returned to treasury ...........................            0                    0              (15,212)
  Share issue costs ...........................................            0                    0              (40,586)
                                                                   ---------            ---------            ---------

                                                                           0               12,610              334,023
                                                                   ---------            ---------            ---------

Inflow (Outflow) of Cash ......................................       (5,572)               5,240                  134
Cash, Beginning of Period .....................................        5,706                3,149                    0
                                                                   ---------            ---------            ---------

Cash, End of Period ...........................................    $     134            $   8,389            $     134
                                                                   =========            =========            =========
Non-Cash Financing Activities
  Common stock issued for
    resource properties .......................................    $       0            $       0            $ 235,165
  Common stock issued for
    finder's fee ..............................................            0                    0               25,000
                                                                   =========            =========            =========

</TABLE>



See notes to financial statements.




                                       6
<PAGE>



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three Months Ended July 31, 2000 and 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, 2000.

         In the opinion of the Company's management,  these financial statements
         reflect  all  adjustments  necessary  to present  fairly the  Company's
         financial  position  at July  31,  2000  and  April  30,  2000  and the
         consolidated  results of operations and the statement of cash flows for
         the three months ended July 31, 2000. The results of operations for the
         three months ended July 31, 2000 are not necessarily  indicative of the
         results to be expected for the entire fiscal year.

2.       GOING CONCERN

         These  financial  statements  have been  prepared  in  accordance  with
         generally accepted accounting principles 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.

         The Company has minimal capital resources  presently  available to meet
         obligations  which  normally  can be expected to be incurred by similar
         companies  and has an  accumulated  deficit of $541,087.  These factors
         raise  substantial  doubt about the Company's  ability to continue as a
         going-concern and is dependent on its ability to obtain and maintain an
         appropriate  level  of  financing  on a  timely  basis  and to  achieve
         sufficient cash flows to cover obligations and expenses. The outcome of
         these 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  are  based on the  weighted  average
         number of shares outstanding during the period.



                                        7


<PAGE>


URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------

4.       PROPERTIES

         (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  ($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 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. The optioner can earn back a
                  35% interest by incurring cumulative  expenditures of not less
                  than   approximately   $2,054,000  (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.

                  By an agreement dated March 24, 1999,  between the Company and
                  Pacific Amber  Resources  Ltd.  ("Pacific"),  the latter would
                  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, as
                  amended. A total of approximately $339,000 (Cdn. $498,250) was
                  incurred as of April 30, 2000. In return,  the Company  issued
                  the optionee  200,000 common shares at a deemed value of $0.65
                  each.  On May 11, 2000,  Pacific  informed the Company that it
                  was withdrawing from the Property Option Agreement.

                  All exploration  costs incurred on these  properties have been
                  expensed as incurred  resulting in no  recognition of an asset
                  on the balance sheet.  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 July 29, 1998  (subsequently  extended to
                  July 1, 1999) the Company acquired a 100% interest in a mining
                  claim in Northern  Mining  District,  Saskatchewan  by issuing
                  50,000 free  trading  shares as a finder's fee to an unrelated
                  party and paying  $13,375  Cdn. to the owner of the  property.
                  The owner  has the right  to receive  $0.35 per  pound  of the



                                       8

<PAGE>

URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Three Months Ended July 31, 2000 and 1999 (Unaudited)
(U.S. Dollars)
--------------------------------------------------------------------------------


4.       PROPERTIES (Continued)

                  product  from the claim if the price of the  product is $18.00
                  per pound or less and  $0.50 per pound  where the price of the
                  product is $18.00 per pound or more.

                  The transaction was accounted for valuing the shares issued at
                  $25,000 plus the seller's  historical  cost of $9,141 ($13,375
                  Cdn.).

5.       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 up to August 31, 2009
         or unless sooner terminated. The options can then be exercised up to 10
         years from the grant date. Incentive stock 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 not to
         exceed 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 may not exceed five years.

























                                       9
<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 July 31, 2000,  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 made an agreement
with Pacific Amber  Resources  Ltd.  ("PAR"),  whereby PAR could 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  $344,875  ($512,825  Can.)  was  expended  as of May 31,  2000.  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. On May 11, 2000, PAR informed the Company that it
was withdrawing from the agreement.

     During the quarter ended July 31, 2000, no exploration work was conducted.

     During the quarter ended July 31, 2000, the Company  recorded an expense of
$2,107 for exploration costs in a prior quarter.

Changes in Financial Condition
------------------------------

     Net loss for the  three-month  period  ended July 31, 2000 was  $9,937,  or
$0.00 per share, compared with a net loss of $6,944, or $0.00 per share, for the
same  quarter  of 1999.  The  Company  will  continue  to rely on  funding  from
financing  sources  in  order  to  proceed  with  its  development   activities.


                                       10

<PAGE>


Forward-Looking Statements
--------------------------

     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.


                           PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

         (a)      10.8 - Letter from Pacific Amber Terminating its Option. (1)

                  27.1 - Financial Data Schedule.  Filed Herewith.

----------------

(1)  Incorporated  by reference from the Company's  Form 10-KSB,  filed with the
     SEC on July 26, 2000.

(b)  Reports on Form 8-K:  During the quarter  ended July 31, 2000,  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 to be signed on its behalf by the
undersigned thereunto duly authorized.

                                        URANIUM POWER CORPORATION



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


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






















                                       12