##### 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 SECURITIES
EXCHANGE ACT OF 1934  
|     |  | For the quarterly period ended July 31, 2003                                             
|     |  | 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 September 9, 2003 is 17,344,500 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 statement                                                                
|                                           |                                                                                             | 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                                
|EXHIBIT                                   
|EX-10.1 License Agreement                 
|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

|                              |                                                                                              |  |                                                                                                                                                               |    |      |   | 
|----------------------------- | -------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | ---- | - | 
|                              |                                                                                              |  |                                                                                                                                                               |    | Page
|PART I. FINANCIAL INFORMATION |                                                                                              |  |                                                                                                                                                               |   
|                              | Item 1. Financial Statements                                                                 |  |                                                                                                                                                               |    |     
|                              |                                                                                              |  | Consolidated Balance Sheets (U.S. Dollars) as at July 31, 2003
(UNAUDITED) and year ended April 30, 2003                                                      |    |      | 2 | 
|                              |                                                                                              |  | Consolidated Statements of Operations (U.S. Dollars)
for the three months ended July 31, 2003 (UNAUDITED) and 2002                                            |    |      | 3 | 
|                              |                                                                                              |  | Consolidated Statements of Stockholders Equity (Deficiency)
(U.S. Dollars) for the three months ended July 31, 2003
(UNAUDITED)and year ended April 30, 2003 |    |      | 4 | 
|                              |                                                                                              |  | Consolidated Statements of Cash Flows for the three months
ended July 31, 2003 and 2002                                                                       |    |      | 5 | 
|                              |                                                                                              |  | Notes to Consolidated Financial Statements                                                                                                                    |    |      | 6 | 
|                              | Item 2. Managements Discussion and Analysis of Financial
Conditions and Plans of Operations |  |                                                                                                                                                               | 14 |     
|                              | Item 3. Controls and Procedures                                                              |  |                                                                                                                                                               | 16 |     
|PART II. OTHER INFORMATION    |                                                                                              |  | 16                                                                                                                                                            |   
|                              | Item 1. Legal Proceedings                                                                    |  |                                                                                                                                                               | 16 |     
|                              | Item 2. Changes in Securities; Recent Sales of Unregistered Securities                       |  |                                                                                                                                                               | 17 |     
|                              | Item 3. Defaults Upon Senior Securities                                                      |  |                                                                                                                                                               | 18 |     
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                  |  |                                                                                                                                                               | 19 |     
|                              | Item 5. Other Information                                                                    |  |                                                                                                                                                               | 19 |     
|                              | Item 6. Exhibits and Reports on Form 8-K                                                     |  |                                                                                                                                                               | 19 |     
|                              | Signatures                                                                                   |  |                                                                                                                                                               | 20 |     











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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Financial Statements
For The Three Months Ended July 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)




|                                                   |                                              |                                                            |            |             |        |           |            |           |        | 
|-------------------------------------------------- | -------------------------------------------- | ---------------------------------------------------------- | ---------- | ----------- | ------ | --------- | ---------- | --------- | ------ | 
|                                                   |                                              |                                                            |            | July 31,    |        | April 30,
|                                                   |                                              |                                                            |            | 2003        |        | 2003     
|                                                   |                                              |                                                            |            | (UNAUDITED) |        | (AUDITED)
|                                                   |                                              |                                                            |            |             |        |          
|ASSETS                                             |                                              |                                                            |            |             |        |           |            |          
|Current                                            |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              | Accounts Receivable                                        |            | $           | 5,205  |           |            | $         | 6,550  | 
|Properties(note 4)                                 |                                              |                                                            | 1          |             |        |           | 1          |          
|Investment in Uranium Holdings Corporation(note 4) |                                              |                                                            | 815        |             |        |           | 815        |          
|                                                   |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              | $                                                          | 6,021      |             |        | $         | 7,366      |          
|                                                   |                                              |                                                            |            |             |        |           |            |          
|LIABILITIES                                        |                                              |                                                            |            |             |        |           |            |          
|Current                                            |                                              |                                                            |            |             |        |           |            |          
|                                                   | Cheques issued in excess of funds on deposit |                                                            | $          | 1,283       |        |           | $          | 836       |       
|                                                   | Accounts Payable (note 9)                    |                                                            |            | 1,078,873   |        |           |            | 1,085,453 |       
|                                                   | Due to Related Parties (note 8)              |                                                            |            | 675,886     |        |           |            | 766,391   |       
|                                                   |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              |                                                            | 1,756,042  |             |        |           | 1,852,680  |          
|                                                   |                                              |                                                            |            |             |        |           |            |          
|STOCKHOLDERS DEFICIENCY                           |                                              |                                                            |            |             |        |           |            |          
|Capital Stock                                      |                                              |                                                            |            |             |        |           |            |          
|Authorized                                         |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              | 40,000,000 Common stock with a par value of $0.001 each    |            |             |        |           |            |           |        | 
|                                                   |                                              | 10,000,000 Preferred stock with a par value of $0.001 each |            |             |        |           |            |           |        | 
|Issued                                             |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              | 16,244,500 Common stock (note 5)                           |            |             | 16,245 |           |            |           |        | 
|                                                   |                                              | 14,284,500 Common stock                                    |            |             |        |           |            |           | 14,285 | 
|Treasury Stock(note 5) 23,000 Common stock         |                                              |                                                            | (23        | )           |        |           | (23        | )        
|Additional Paid-in Capital                         |                                              |                                                            | 1,762,063  |             |        |           | 1,525,812  |          
|Deficit Accumulated During Exploration Stage       |                                              |                                                            | (3,432,667 | )           |        |           | (3,309,838 | )        
|Other Comprehensive Loss                           |                                              |                                                            | (95,639    | )           |        |           | (75,550    | )        
|                                                   |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              |                                                            | (1,750,021 | )           |        |           | (1,845,314 | )        
|                                                   |                                              |                                                            |            |             |        |           |            |          
|                                                   |                                              | $                                                          | 6,021      |             |        | $         | 7,366      |          
|                                                   |                                              |                                                            |            |             |        |           |            |          

Commitments (note 5)
Contingency (note 11)

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 inception  
|                                              |                                   |   |                            |        |                  |   |            |        |  |   | on April 3, 1998
|                                              |                                   |   | Three months Ended July 31 |        | through July 31,
|                                              |                                   |   | 2003                       |        | 2002             |   | 2003      
|                                              |                                   |   |                            |        |                  |   |           
|Expenditures                                  |                                   |   |                            |        |                  |   |            |        |  |   |                  |          
|                                              | Management Fee                    |   |                            | 31,333 |                  |   | $          | 18,000 |  |   | $                | 247,078   | 
|                                              | Advertising and Promotion         |   |                            | 28,577 |                  |   |            | 48,959 |  |   |                  | 352,518   | 
|                                              | Consulting                        |   |                            | 30,010 |                  |   |            |       |  |   |                  | 288,734   | 
|                                              | Travel                            |   |                            | 3,134  |                  |   |            | 11,809 |  |   |                  | 88,553    | 
|                                              | Professional Fees                 |   |                            | 21,126 |                  |   |            | 25,698 |  |   |                  | 269,283   | 
|                                              | Transfer Agent Fees               |   |                            | 1,679  |                  |   |            | 1,635  |  |   |                  | 25,852    | 
|                                              | Rent                              |   |                            | 2,902  |                  |   |            | 1,459  |  |   |                  | 29,164    | 
|                                              | Office                            |   |                            | 3,935  |                  |   |            | 1,647  |  |   |                  | 29,177    | 
|                                              | Interest and Bank Charges         |   |                            | 133    |                  |   |            | 62     |  |   |                  | 5,358     | 
|                                              | Equity loss from investment       |   |                            |       |                  |   |            |       |  |   |                  | 19,713    | 
|                                              | Incorporation cost written off    |   |                            |       |                  |   |            |       |  |   |                  | 700       | 
|                                              | Exploration costs                 |   |                            |       |                  |   |            | 20,413 |  |   |                  | 1,220,178 | 
|                                              | Write-off of Exploration Property |   |                            |       |                  |   |            |       |  |   |                  | 856,359   | 
|                                              |                                   |   |                            |        |                  |   |            |        |  |   |                  |          
|Net Loss for Period                           |                                   | $ | 122,829                    |        |                  | $ | 129,682    |        |  | $ | 3,432,667        |          
|                                              |                                   |   |                            |        |                  |   |            |        |  |   |                  |          
|Net Loss Per Share                            |                                   | $ | 0.01                       |        |                  | $ | 0.01       |        |  |   |                  |          
|                                              |                                   |   |                            |        |                  |   |            |        |  |   |                  |          
|Weighted Average Number of shares
Outstanding |                                   |   | 15,156,239                 |        |                  |   | 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 Three Months Ended July 31, 2003 (unaudited) and Year Ended April 30, 2003



|                                           |  |              |            |                |  |         |        |           |  |         |         |   |  |   |     |   |  |            |           | 
|------------------------------------------ |  | ------------ | ---------- | -------------- |  | ------- | ------ | --------- |  | ------- | ------- | - |  | - | --- | - |  | ---------- | --------- | 
|                                           |  |              |            |                |  |         |        |           |  |         |         |   |  |   |     |   |  | Additional
|                                           |  | Common Stock |            | Treasury Stock |  | Paid-in
|                                           |  | Shares       |            | par Value      |  | Shares  |        | Par Value |  | Capital
|Balance, April 30, 2002                    |  |              | 11,984,500 |                |  | $       | 11,985 |           |  |         | (23,000 | ) |  | $ | (23 | ) |  | $          | 1,149,988 | 
|                                           |  |              |            |                |  |         |        |           |  |         |         |   |  |   |     |   |  |            |           | 
|Common stock issued for cash               |  |              | 2,300,000  |                |  |         | 2,300  |           |  |         |        |   |  |   |    |   |  |            | 299,700   | 
|Subscriptions received                     |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            |          | 
|Stock option comprehensive expense         |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            | 76,124    | 
|Other comprehensive income (loss)          |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            |          | 
|Net Loss                                   |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            |          | 
|                                           |  |              |            |                |  |         |        |           |  |         |         |   |  |   |     |   |  |            |           | 
|Balance, April 30, 2003                    |  |              | 14,284,500 |                |  |         | 14,285 |           |  |         | (23,000 | ) |  |   | (23 | ) |  |            | 1,525,812 | 
|Common Shares issued for cash
and services |  |              | 1,960,000  |                |  |         | 1,960  |           |  |         |        |   |  |   |    |   |  |            | 206,241   | 
|Stock option comprehensive expense         |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            | 30,010    | 
|Other comprehensive income (loss)          |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            |          | 
|Net loss                                   |  |              |           |                |  |         |       |           |  |         |        |   |  |   |    |   |  |            |          | 
|                                           |  |              |            |                |  |         |        |           |  |         |         |   |  |   |     |   |  |            |           | 
|Balance July 31, 2003                      |  |              | 16,244,500 |                |  | $       | 16,245 |           |  |         | (23,000 | ) |  | $ | (23 | ) |  | $          | 1,762,063 | 
|                                           |  |              |            |                |  |         |        |           |  |         |         |   |  |   |     |   |  |            |           | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                           |  |               |          |               |  |             |         |              |  |              |            |       |  |   |            |  
|------------------------------------------ |  | ------------- | -------- | ------------- |  | ----------- | ------- | ------------ |  | ------------ | ---------- | ----- |  | - | ---------- | -
|                                           |  |               |          |               |  |             |         |              |  | Deficit      |            |       |  |  
|                                           |  |               |          |               |  |             |         |              |  | Accumulated  |            | Total
|                                           |  |               |          |               |  | Other       |         | During the   |  | Stockholders
|                                           |  | Subscriptions |          | Comprehensive |  | Exploration |         | Equity      
|                                           |  | Received      |          | income (loss) |  | Stage       |         | (Deficiency)
|Balance, April 30, 2002                    |  | $             | 112,500  |               |  | $           | 3,790   |              |  | $            | (1,020,714 | )     |  | $ | 257,526    |  
|                                           |  |               |          |               |  |             |         |              |  |              |            |       |  |   |            |  
|Common stock issued for cash               |  |               |         |               |  |             |        |              |  |              |           |       |  |   | 302,000    |  
|Subscriptions received                     |  |               | (112,500 | )             |  |             |        |              |  |              |           |       |  |   | (112,500   | )
|Stock option comprehensive expense         |  |               |         |               |  |             |        |              |  |              |           |       |  |   | 76,124     |  
|Other comprehensive income (loss)          |  |               |         |               |  |             | (79,340 | )            |  |              |           |       |  |   | (79,340    | )
|Net Loss                                   |  |               |         |               |  |             |        |              |  |              | (2,289,124 | )     |  |   | (2,289,124 | )
|                                           |  |               |          |               |  |             |         |              |  |              |            |       |  |   |            |  
|Balance, April 30, 2003                    |  |               |         |               |  |             | (75,550 | )            |  |              | (3,309,838 | )     |  |   | (1,845,314 | )
|Common Shares issued for cash
and services |  |               |         |               |  |             |        |              |  |              |           |       |  |   | 208,201    |  
|Stock option comprehensive expense         |  |               |         |               |  |             |        |              |  |              |           |       |  |   | 30,010     |  
|Other comprehensive income (loss)          |  |               |         |               |  |             | (20,089 | )            |  |              |           |       |  |   | (20,089    | )
|Net loss                                   |  |               |         |               |  |             |        |              |  |              | (122,829   | )     |  |   | (122,829   | )
|                                           |  |               |          |               |  |             |         |              |  |              |            |       |  |   |            |  
|Balance July 31, 2003                      |  | $             |         |               |  | $           | (95,639 | )            |  | $            | (3,432,667 | )     |  | $ | (1,750,021 | )
|                                           |  |               |          |               |  |             |         |              |  |              |            |       |  |   |            |  

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 inception  
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            | on April 3, 1998
|                                                                        |  |                                                          |          | For the Three Months Ended July 31, |         | to July 31
|                                                                        |  |                                                          |          | 2003                                |         | 2002       |          | 2003
|                                                                        |  |                                                          |          |                                     |         |            |          |     
|Operating Activities                                                    |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Net loss                                                                |  | $                                                        | (122,829 | )                                   |         | $          | (129,682 | )    |         | $ | (3,432,667 | )               
|Adjustments to reconcile net
loss to net cash used operating activities |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  | Compensation expenses                                    |          |                                     | 30,010  |            |          |      |        |   |            |                  | 183,734   |  
|                                                                        |  | Exploration costs acquired for shares                    |          |                                     |        |            |          |      |        |   |            |                  | 137,331   |  
|                                                                        |  | Equity loss from investment                              |          |                                     |        |            |          |      |        |   |            |                  | 19,713    |  
|                                                                        |  | Financial services acquired for shares                   |          |                                     |        |            |          |      |        |   |            |                  | 60,000    |  
|                                                                        |  | Write-down of exploration property                       |          |                                     |        |            |          |      |        |   |            |                  | 856,359   |  
|Changes in Non-cash Working Capital                                     |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  | Accounts Recievable                                      |          |                                     | 1,345   |            |          |      | (16,874 | ) |            |                  | (5,205    | )
|                                                                        |  | Accounts Payable                                         |          |                                     | 56,066  |            |          |      | 108,224 |   |            |                  | 1,101,246 |  
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  |                                                          | (35,408  | )                                   |         |            | (38,332  | )    |         |   | (1,079,489 | )               
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Investing Activity                                                      |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  | Property acquisitions                                    |          |                                     |        |            |          |      | (56,792 | ) |            |                  | (583,859  | )
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Financing Activities                                                    |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  | Issuance of shares for cash                              |          |                                     | 133,200 |            |          |      | 12,000  |   |            |                  | 1,046,121 |  
|                                                                        |  | Common stock returned to treasury                        |          |                                     |        |            |          |      |        |   |            |                  | (15,212   | )
|                                                                        |  | Share issue costs                                        |          |                                     |        |            |          |      |        |   |            |                  | (40,586   | )
|                                                                        |  | Advances for Uranium Holdings Corporation                |          |                                     |        |            |          |      | (9,031  | ) |            |                  |          |  
|                                                                        |  | Advances from related parties                            |          |                                     | (98,239 | )          |          |      | 84,148  |   |            |                  | 668,152   |  
|                                                                        |  | Subscriptions received                                   |          |                                     |        |            |          |      |        |   |            |                  |          |  
|                                                                        |  | Cheques issued in excess of funds on deposit             |          |                                     | 447     |            |          |      |        |   |            |                  | 1,283     |  
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  |                                                          | 35,408   |                                     |         |            | 87,117   |      |         |   | 1,659,758  |                 
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Foreign Currency Translation                                            |  |                                                          |         |                                     |         |            |         |      |         |   | 3,590      |                 
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Inflow (Outflow) of Cash                                                |  |                                                          |         |                                     |         |            | (8,007   | )    |         |   |           |                 
|Cash, Beginning of period                                               |  |                                                          |         |                                     |         |            | 37,154   |      |         |   |           |                 
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Cash, End of Period                                                     |  | $                                                        |         |                                     |         | $          | 29,147   |      |         | $ |           |                 
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Non-Cash Financing Activities                                           |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  | Common stock deemed to be issued
for resource properties |          | $                                   |        |            |          | $    |        |   |            | $                | 432,665   |  
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|                                                                        |  | Warrants granted on purchase of
resource properties      |          | $                                   |        |            |          | $    |        |   |            | $                | 50,000    |  
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 
|Common stock issued for services                                        |  | $                                                        | 75,000   |                                     |         | $          |         |      |         | $ | 160,000    |                 
|                                                                        |  |                                                          |          |                                     |         |            |          |      |         |   |            |                 

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 Three Months Ended July 31, 2003
(Unaudited  Prepared by Management)



|1. |  | BASIS OF PRESENTATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | These unaudited 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 10-KSB.
|  
|   |  | 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, 2003 and April 30, 2003 and the results of
operations and the statement of cash flows for the three months ended July
31, 2003. The results of operations for the three months ended July 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 $1,750,837, 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 $1,750,021. 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 $716,865 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 Three Months Ended July 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 |          |       |  |  
|                                         |  | Prospect    |         | Prospect      |  | Property    |          |      
|                                         |  | (note 4(e)) |         | (note 4(d))   |  | (note 4(a)) |          | Total
|                                         |  |             |         |               |  |             |          |      
|Balance April 30, 2002                   |  | $           | 26,769  |               |  | $           | 720,401  |       |  | $ | 1 |  |  | $ | 747,171  |  
|Acquisition of property                  |  |             | 18,176  |               |  |             | 56,872   |       |  |   |  |  |  |   | 75,048   |  
|Write-off exploration
Property           |  |             | (44,945 | )             |  |             | (777,273 | )     |  |   |  |  |  |   | (822,218 | )
|                                         |  |             |         |               |  |             |          |       |  |   |   |  |  |   |          |  
|Balance April 30, 2003 and
July 31, 2002 |  | $           |        |               |  | $           |         |       |  | $ | 1 |  |  | $ | 1        |  
|                                         |  |             |         |               |  |             |          |       |  |   |   |  |  |   |          |  



| | (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 Three Months Ended July 31, 2003
(Unaudited  Prepared by Management)

4.     PROPERTIES(continued)



| |     |  | The Henday Lake Property was transferred to Uranium Holdings
Corporation in December 2000 (note 6(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 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.                                                                                                                                                                                                                                                                                                                                
|
| |     |  | 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.                                                                                                                                                                                                                                                                                                       

8



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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Three Months Ended July 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 is 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 acquires funds from another source. During the year ended
April 30, 2003, the Company repaid the loan in full.                                                                                                                                                                 
| | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | The Company will continue to hold a 20% interest in the claims
transferred to UHC regardless of the equity issued subsequent to the
incorporation of UHC. The Company shall have 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 has been expended. As of April 30, 2003 and July 31,
2003, $177,959 had been spent on the property.                                                                                                    
|
| |     |  | Subsequent to such expenditure, the Company shall 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.                                                                                                                                                                                  
|
| | (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 the year ended April 30, 2003 the Company determined
that it lacked the resources to pursue this prospect further
and as a result the property has been written off.

9



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##### Table of Contents



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



|5. |  | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | Issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|  
|   |  | Subsequent to July 31, 2003, the Company issued 1,100,000 common shares on
the exercise of options for gross proceeds of $87,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | 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
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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  
|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 July 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 (the 2002 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
three months ended July 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

10



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##### Table of Contents





| |  | options to acquire that same number of common shares.
| |  | -----------------------------------------------------

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



|6. |  | STOCK OPTIONS(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|   |  | 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 2003 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 1,650,000
options to acquire that same number of common share. These shares were
issued as to 750,000 options at a deemed price of $0.10 per share for
services, 400,000 options at $0.10 per share until June 25, 2004 and
500,000 options at $0.06 per share until July 31, 2004. The options
issued for services and the 400,000 options at $0.10 per share until June
25, 2004 were exercised during the period. As at July 31, 2003, besides
the outstanding 500,000 options at $0.06 per share until July 31, 2004,
the Company may issue up an additional 850,000 options pursuant to this
plan.
|  
|   |  | During the three month period ending July 31, 2003, 900,000 options were
granted to consultants to purchase the same number of shares. These
options were accounted for using the Black-Scholes option-pricing model,
which resulted in consulting expenses totaling $30,010. The fair value of
each option grant is calculated using the following weighted average
assumptions: an expected life of one year, a 2.5% interest rate, 84.01%
volatility and a 0% dividend rate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|  
|   |  | Subsequent to July 31, 2003, under the 2003 Plan the 500,000 options at $0.06
per share until July 31, 2004 Company were exercised. Also under this
plan the Company issued an additional 600,000 options all of which were
also exercised. These options were issued as to 300,000 for services at a
deemed price of $0.10 per share and 300,000 at $0.09 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|  
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

11



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##### Table of Contents



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Three Months Ended July 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. During the three months ended July 31, 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, 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 three months ended July 31, 2003, the Company was
charged management fees of $18,000 by October Sun from whom the
Company acquired Anhydride USA. October Sun is related to the
Company by way of significant control. As of July 31, 2003,
$437,603 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 price on the date of conversion until September 30, 2003. At
April 30, 2003 and July 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 balance 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 three months ended July 31, 2003, $30,000
of this amount was settled by the officer exercising option to
acquire 300,000 common shares and this officer was paid management
fees of $13,333. As at July 31, 2003 $2,821 was owed to this
officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (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
July 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

12



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##### Table of Contents



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



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



| | (d) |  | United Corporate Advisors (UCA) is related to the Company by
way of common directors. As of July 31, 2003, $232,191 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 price on the date of conversion until September 30,
2003. At April 30, 2003 and July 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.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9.  |  | ACCOUNTS PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | Accounts payable as at July 31, 2003 is made up of $793,522 in trade
accounts payable and $285,351 in advances from third parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|10. |  | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   
|    |  | On August 12, 2003, the Company became party to an exclusive license
agreement for Canada, Central and South America with Earth Energy
Resources Ltd. (Earth Energy) and West Peak Ventures of Canada Ltd.
(West Peak) for the use of Earth Energys proprietary catalytic process,
subject to yet to be agreed upon compensation to West Peak for assigning
the license agreement to the Company. The process includes a proprietary
Catalyst in conjunction with processing equipment to separate hydrocarbons
from sand, shale or oil. Under the terms of the underlying license
agreement with Earth Energy, the Company will pay $356,786 ($500,000 Cdn.)
by 2005 with an initial payment of $71,357 ($100,000 Cdn.). The Company
will also pay a royalty of 7% and will purchase catalyst and processing
equipment from Earth Energy Resources Ltd. for cost plus 25%. 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.
|   
|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 $5,000,000
CDN from the defendants as well as monetary and special damages as
determined by the court. A statement of defence 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

13



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| |  | 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 July 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. = $1.4014 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
$1,750,837 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 $1,750,021. 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.
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 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.

The Company, subsequent to July 31, 2003, 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

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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 $356,786
($500,000 Cdn.) by 2005, with initial payments of $71,357 ($100,000 Cdn.) to be
used to determine the feasibility of the process. The Company also agreed to
pay a royalty of 7% 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.

During August 2003 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
initial payments $69,444 ($100,000 Cdn.) are to be 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
it is expected that this may become the 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.

Changes in Financial Condition

During the three months ended July 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 $31,333
(2002 - $18,000) included $13,333 paid to the former president of the Company
which in the prior year were charged to exploration expense. Advertising and
promotion costs of $28,577 (2002  48,959) 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 $30,010 (2002 - $0) is related to compensation
expense charged for options granted to consultants during the period. Travel
costs of $3,134 (2002  11,809) decreased owing to less activity and cost
cutting measures during the three months ended July 31, 2003. Professional
fees of $21,126 (2002  $25,698) 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 $122,829 or $0.01 per share for the three months
ended July 31, 2003, compared to a net loss of $129,682 or $0.01 per share for
the three months ended July 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 $716,865 as at July 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.

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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 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.




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, production rates and reserve replacement, reserve
estimates, drilling and operating risks, competition, litigation, environmental
matters, the potential impact of government regulations, and other matters
discussed under the caption Risk Factors in our annual
reports on Form 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 which occurred during the fiscal quarter:



| |  |  | A 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          

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| |   |  | until September 16, 2003. 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; adjourned by agreement to
August 26, 2003 and presently scheduled for September 16, 2003.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | 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.                                                                             




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

There are no changes in securities. The following sets for the equity
securities sold by the Company during the period covered by this report that
were not registered under the Securities Act.

On May 1, 2003 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. These shares when issued will be issued
in reliance on the exemption from registration contained in Section 4(2) of the
Act.

On May 2, 2003 Tim Brock exercised options, under the 2002 stock option
plan, to purchase 410,000 shares of Common stock at $0.12 per share. These
shares were issued in reliance on the exemption from registration contained in
Section 4(2) of the Act.

On May 28, 2003 the Company cancelled options, under its 2002 stock option
plan, to purchase 400,000 shares of Common stock held by Douglas W. Cannaday.
On the same day the Company issued options, under its 2002 stock option plan,
to purchase 400,000 shares of Common stock to George Orr at $0.11 per share
until June 28, 2004. This option was issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

On May 29, 2003 George Orr exercised options, under the 2002 stock option
plan, to purchase 400,000 shares of Common stock at $0.11 per share. These
shares were issued in reliance on the exemption from registration contained in
Section 4(2) of the Act.

On June 20, 2003 the Company adopted an incentive and non-statutory stock
option 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 ten
years following the effective date of the plan and once granted, with certain
exceptions. The plan is valid for a period of ten years.

On June 20, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 300,000 shares of Common stock to Doug Cannaday, 180,000
shares of Common stock to Peter Laipnieks, 180,000 shares of Common stock to
John Kuhne and 90,000 shares of Common stock to Frank Quinby. 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 on July 25, 2003.

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On June 25, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 400,000 shares of Common stock to Terence Schorn at $0.10 per
share until June 25, 2004. Mr. Schorn exercised this option on June 27, 2003.
The option and shares issued were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

On July 11, 2003 the 1,500,000 warrants to purchase that same number of
shares of Common stock, of which 483,000 warrants had vested, previously issued
to the Anhydride Petroleum Limited Partnership expired unexercised.

On July 31, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 500,000 shares of Common stock to Tim Brock at $0.06 per
share until July 31, 2004. Mr. Brock exercised this option on August 6, 2003.
The option 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 August 12, 2003 the Company issued bonus shares, under its 2003 stock option
plan, for consulting services at a deemed price of $0.10 per share as to
100,000 shares of Common Stock to each of Randal Pow, Steve McGuire and Mike
Parker. The option 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 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.

After the end of the period, but prior to the preparation of this report,
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.

During the fiscal quarter, 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, 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
| |  | ----

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



| |  | None
| |  | ----




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, 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.
|--- |  | ------------------------------------------------------------------

|    |  |                                                                              
|--- |  | -----------------------------------------------------------------------------
|(b) |  | Reports on Form 8-K                                                          
|    |  |                                                                              
|    |  | The Company filed no reports on Form 8-K for the quarter ended July
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 CORPORATION
|                           |  |                           |                                                             
|Date:   September 17, 2003 |  | By:                       | /s/ Thornton J. Donaldson                                   
|                           |  |                           | Thornton J. Donaldson, President and
Chief Executive Officer
|                           |  |                           |                                                             
|Date:   September 17, 2003 |  | By:                       | /s/ Thornton J. Donaldson                                   
|                           |  |                           |                                                             
|                           |  |                           | Thornton J. Donaldson, Director and
Chief Financial Officer 

20