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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 1934For the quarterly period ended January 31, 2004
OR(  )
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934For the transition period from
  to
 .
 COMMISSION FILE NUMBER: 0-27659 URANIUM POWER CORPORATION  Colorado
    
    None(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 206-475 Howe Street, Vancouver, British Columbia, Canada V6C 2B3   (604) 685-8355   (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 March 10, 2004 20,332,238 shares of Common Stock. Transitional Small Business Disclosure Format (check one): YES (  )  NO (X)




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URANIUM POWER CORPORATION

Index

PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    1Consolidated Balance Sheets (U.S. Dollars) as at January 31, 2004
(UNAUDITED) and year ended April 30, 2003
    
    
    2Consolidated Statements of Operations (U.S. Dollars)
for the three and nine months ended January 31, 2004 (UNAUDITED) and
2003
    
    
    3Consolidated Statements of Stockholders Deficiency (U.S. Dollars)
for the nine months ended January 31, 2004 (UNAUDITED)
and the year ended April 30, 2003
    
    
    4Consolidated Statements of Cash Flows for the nine months
ended January 31, 2004 and 2003 (UNAUDITED)
    
    
    5Notes to Consolidated Financial Statements (UNAUDITED)
    
    
    6Item 2. Managements Discussion and Analysis of Financial
Conditions and Plans of Operations
    
    
    16Item 3. Controls and Procedures
    
    
    18PART II. OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 2. Changes in Securities; Recent Sales of Unregistered
Securities
    
    
    19Item 6. Exhibits and Reports on Form 8-K
    
    
    21Signatures
    
    
    22Certifications
    
    
    23Form of 6% Secured Convertible DebentureCertification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906






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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Financial Statements
For The Nine Months Ended January 31, 2004
(Unaudited  Prepared by Management)
(U.S. Dollars)

1



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URANIUM POWER CORPORATION
(An Exploration Stage Company) 
 Consolidated Balance Sheets (U.S. Dollars)
 January 31,
    
    April 30,2004
    
    2003(UNAUDITED)
    
    (AUDITED)ASSETS(note 12)CurrentCash
    
    $
    241,759
    
    
    $
    Cash - Restricted (note 12)
    
    
    75,000Accounts Receivable
    
    
    6,081
    
    
    
    6,550322,840
    
    
    
    6,550Properties(note 4)
    
    
    26,193
    
    
    
    1Earth Energy License Agreement(note 10)
    
    
    106,508
    
    
    
    Investment in Uranium Holdings Corporation(note 4c)
    
    
    815
    
    
    
    815$
    456,356
    
    
    $
    7,366LIABILITIESCurrentCheques issued in excess of funds on deposit
    
    $
    
    
    
    $
    836Accounts Payable (notes 5 and 9)
    
    
    1,149,783
    
    
    
    1,085,453Convertible Debenture (note 12)
    
    
    451,875
    
    
    
    Due to Related Parties (note 8)
    
    
    635,636
    
    
    
    766,3912,237,294
    
    
    
    1,852,680Commitment and contingencies(notes 2, 4, 5, 7, 10, 11 and 12)STOCKHOLDERS DEFICIENCYCapital StockAuthorized40,000,000 Common stock with a par value of $0.001 each10,000,000 Preferred stock with a par value of $0.001 eachIssued20,024,600 Common stock (note 5)
    
    
    20,02514,284,500 Common stock
    
    
    
    
    
    
    14,285Treasury Stock
    
    
    (23
    )
    
    
    (23
    )Additional Paid-in Capital
    
    
    2,569,052
    
    
    
    1,525,812Deficit Accumulated During Exploration Stage
    
    
    (4,232,646
    )
    
    
    (3,309,838
    )Other Comprehensive Loss
    
    
    (137,346
    )
    
    
    (75,550
    )(1,780,938
    )
    
    
    (1,845,314
    )$
    456,356
    
    
    $
    7,366
 See Notes to Consolidated Financial Statements 2




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URANIUM POWER CORPORATION
(An Exploration Stage Company) 
 Consolidated Statements of Operations (U.S. Dollars)
(Unaudited  Prepared by Management)
 From inceptionon April 3, 1998Three months Ended
    
    Nine months Ended
    
    throughJanuary 31,
    
    January 31,
    
    January 31,2004
    
    2003
    
    2004
    
    2003
    
    2004ExpendituresManagement Fee (note 8)
    
    $
    18,000
    
    
    $
    18,000
    
    
    $
    108,857
    
    
    $
    54,000
    
    
    $
    324,602Advertising and Promotion
    
    
    72,411
    
    
    
    67,059
    
    
    
    125,412
    
    
    
    172,320
    
    
    
    449,353Consulting (note 8)
    
    
    113,536
    
    
    
    45,000
    
    
    
    337,846
    
    
    
    84,776
    
    
    
    596,570Travel
    
    
    8,609
    
    
    
    8,710
    
    
    
    21,248
    
    
    
    24,647
    
    
    
    106,667Professional Fees
    
    
    42,661
    
    
    
    26,234
    
    
    
    92,642
    
    
    
    128,609
    
    
    
    340,799Transfer Agent Fees
    
    
    1,798
    
    
    
    1,371
    
    
    
    10,414
    
    
    
    7,201
    
    
    
    34,587Rent
    
    
    4,643
    
    
    
    1,442
    
    
    
    10,455
    
    
    
    4,330
    
    
    
    36,717Office
    
    
    3,847
    
    
    
    1,522
    
    
    
    12,230
    
    
    
    8,916
    
    
    
    37,472Non-cash financing expense
    
    
    192,600
    
    
    
    
    
    
    
    192,600
    
    
    
    
    
    
    
    226,225Interest and Bank Charges
    
    
    2,163
    
    
    
    195
    
    
    
    2,706
    
    
    
    490
    
    
    
    7,931Equity loss from investment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,713Incorporation cost written off
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700Exploration costs
    
    
    2,261
    
    
    
    357,736
    
    
    
    8,398
    
    
    
    392,060
    
    
    
    1,228,576Write-off of Exploration Property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    856,359Net Loss for Period
    
    $
    462,529
    
    
    $
    527,269
    
    
    $
    922,808
    
    
    $
    877,349
    
    
    $
    4,266,271Net Loss Per Share
    
    $
    (0.02
    )
    
    $
    (0.04
    )
    
    $
    (0.05
    )
    
    $
    (0.07
    )Weighted Average Number of shares
Outstanding
    
    
    18,600,819
    
    
    
    12,560,277
    
    
    
    17,637,886
    
    
    
    12,197,730
 See Notes to Consolidated Financial Statements 3




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URANIUM POWER CORPORATION
(An Exploration Stage Company) 
 Consolidated Statements of Stockholders Equity (Deficiency) (U.S. Dollars)
For the Nine Months Ended January 31, 2004 (unaudited) and Year Ended April 30, 2003
 Accumulated
    
    TotalAdditional
    
    
    
    
    
    Other
    
    During the
    
    StockholdersCommon Stock

    
    Treasury Stock
    
    Paid-in
    
    Subscriptions
    
    Comprehensive
    
    Exploration
    
    EquityShares
    
    par Value
    
    Shares
    
    Par Value
    
    Capital
    
    Received
    
    income (loss)
    
    Stage
    
    (Deficiency)Balance. April 30, 2002
    
    
    11,984,500
    
    
    
    11,985
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    114,988
    
    
    
    112,500
    
    
    
    3,790
    
    
    
    1,020,714
    
    
    
    257,526Common stock issued for cash
    
    
    2,300,000
    
    
    
    2,300
    
    
    
    
    
    
    
    
    
    
    
    299,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    302,000Subscriptions received
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112,500
    )
    
    
    
    
    
    
    
    
    
    
    (112,500
    )Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,124
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76,124Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79,340
    )
    
    
    
    
    
    
    (79,340
    )Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,289,124
    )
    
    
    (2,289,124
    )Balance, April 30, 2003
    
    
    14,284,500
    
    
    
    14,285
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    1,525,812
    
    
    
    
    
    
    
    (75,550
    )
    
    
    (3,309,838
    )
    
    
    (1,845,314
    )Common Shares issued for cash
and settlement of debt
    
    
    5,740,100
    
    
    
    5,740
    
    
    
    
    
    
    
    
    
    
    
    761,300
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    767,040Stock option compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89,340Beneficial conversion feature of convertible debenture (note 12)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    192,600Currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (61,796
    )
    
    
    
    
    
    
    (61,796
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (922,808
    )
    
    
    (922,808
    )Balance January 31, 2004
    
    
    20,024,600
    
    
    $
    20,025
    
    
    
    (23,000
    )
    
    $
    (23
    )
    
    $
    2,569,052
    
    
    $
    
    
    
    $
    (137,346
    )
    
    $
    (4,232,646
    )
    
    $
    (1,780,938
    )
 See Notes to Consolidated Financial Statements 4




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URANIUM POWER CORPORATION
(An Exploration Stage Company) 
 Consolidated Statements of Cash Flows (U.S. Dollars)
(Unaudited  Prepared by Management)
 From inceptionFor the Nine Months Ended
    
    on April 3, 1998January 31,
    
    to January 31,2004
    
    2003
    
    2004Operating ActivitiesNet loss
    
    $
    (922,808
    )
    
    $
    (877,349
    )
    
    $
    (4,232,646
    )Adjustments to reconcile net
loss to net cash used operating activitiesStock option compensation expenses
    
    
    89,340
    
    
    
    39,776
    
    
    
    243,064Consulting expenses acquired for shares
    
    
    178,340
    
    
    
    
    
    
    
    178,340Exploration costs acquired for shares
    
    
    
    
    
    
    
    
    
    
    137,331Equity loss from investment
    
    
    
    
    
    
    
    
    
    
    19,713Financial services acquired for shares
    
    
    
    
    
    
    
    
    
    
    60,000Non-cash financing expense
    
    
    192,600
    
    
    
    
    
    
    
    192,600Write-down of exploration property
    
    
    
    
    
    
    
    
    
    
    856,359Changes in Non-cash Working CapitalAccounts
Receivable
    
    
    469
    
    
    
    (96,925
    )
    
    
    (6,081
    )Accounts Payable
    
    
    4,409
    
    
    
    653,799
    
    
    
    1,049,589(457,650
    )
    
    
    (280,699
    )
    
    
    (1,051,731
    )Investing ActivityEarth Energy Licence
    
    
    (106,508
    )
    
    
    
    
    
    
    (106,508
    )Property acquisitions
    
    
    (26,192
    )
    
    
    (75,048
    )
    
    
    (610,051
    )(132,700
    )
    
    
    (75,048
    )
    
    
    (716,559
    )Financing ActivitiesIssuance of shares for cash
    
    
    588,700
    
    
    
    108,536
    
    
    
    1,501,621Convertible debentures
    
    
    450,000
    
    
    
    
    
    
    
    450,000Common stock returned to treasury
    
    
    
    
    
    
    
    
    
    
    (15,212
    )Share issue costs
    
    
    
    
    
    
    
    
    
    
    (40,586
    )Advances for Uranium Holdings Corporation
    
    
    
    
    
    
    (12,872
    )
    
    
    Advances from related parties
    
    
    (130,755
    )
    
    
    337,860
    
    
    
    635,636Subscriptions received
    
    
    
    
    
    
    (96,538
    )
    
    
    Cheques issued in excess of funds on deposit
    
    
    (836
    )
    
    
    
    
    
    
    907,109
    
    
    
    336,986
    
    
    
    2,531,459Foreign Currency Translation
    
    
    
    
    
    
    
    
    
    
    3,590Inflow (Outflow) of Cash
    
    
    316,759
    
    
    
    (18,761
    )
    
    
    316,759Cash, Beginning of period
    
    
    
    
    
    
    37,154
    
    
    
    Cash, End of Period
    
    $
    316,759
    
    
    $
    18,393
    
    
    $
    316,759Non-Cash Financing ActivitiesCommon stock deemed to be issued
for resource properties
    
    $
    
    
    
    $
    
    
    
    $
    432,665Warrants granted on purchase of
resource properties
    
    $
    
    
    
    $
    
    
    
    $
    50,000Common stock issued for services
    
    $
    178,340
    
    
    $
    
    
    
    $
    263,340
 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 Nine Months Ended January 31, 2004
(Unaudited  Prepared by Management)
  1.
    
    BASIS OF PRESENTATIONThese unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles in the United
States of America for interim financial information. These financial
statements are condensed and do not include all disclosures required for
annual financial statements. The organization and business of the
Company, accounting policies followed by the Company and other information
are contained in the notes to the Companys audited financial statements
filed as part of the Companys April 30, 2003 Form 10KSB.In the opinion of the Companys management, these consolidated financial
statements reflect all adjustments necessary to present fairly the
Companys financial position at January 31, 2004 and April 30, 2003 and
the results of operations and the statement of cash flows for the nine
months ended January 31, 2004. The results of operations for the three
and nine months ended January 31, 2004 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 CONCERNThese 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 $1,914,454, 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 $1,780,938. In prior years the investment in
resource properties comprised significantly all of the Companys assets.
These investments were written off in the 2003 fiscal year as the Company
has no plans for further development of these properties.Included in accounts payable is $740,715 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 6




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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Nine Months Ended January 31, 2004  2.
    
    GOING CONCERN(continued)these demands and the Company has determined that it will not commit
resources to Anhydride 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 SHARENet loss per share computations are based on the weighted
average number of shares outstanding during the period.4.
    
    PROPERTIES Firebag
    
    Athabasca Oil
    
    Henday Lake
    
    Pasquia HillsProspect
    
    Prospect
    
    Property
    
    Joint Venture(note 4(e))
    
    (note 4(d))
    
    (note 4(a))
    
    (note 4(f))
    
    TotalBalance April 30, 2002
    
    $
    26,769
    
    
    $
    720,401
    
    
    $
    1
    
    
    $
    
    
    
    $
    747,171Acquisition of property
    
    
    18,176
    
    
    
    56,872
    
    
    
    
    
    
    
    
    
    
    
    75,048Write-off exploration
Property
    
    
    (44,945
    )
    
    
    (777,273
    )
    
    
    
    
    
    
    
    
    
    
    (822,218
    )Balance April 30, 2003
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    1Acquisition of property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,192
    
    
    
    26,192Balance January 31, 2004
    
    $
    
    
    
    $
    
    
    
    $
    1
    
    
    $
    26,192
    
    
    $
    26,193
  (a)
    
    Hocking Lake Property and Henday Lake PropertyBy 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 shares 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 Nine Months Ended January 31, 2004
(Unaudited  Prepared by Management)  4.
    
    PROPERTIES(continued)  The Henday Lake Property was transferred to Uranium Holdings
Corporation in December 2000 (note 4(c)). As of April 30, 2002 all
claims related to the Hocking Lake Property had lapsed.(b)
    
    Saskatchewan Uranium PropertyBy 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 CorporationPursuant 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 Nine Months Ended January 31, 2004
(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, $177,959
(2002 - $145,084) 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 ProspectDuring 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 ProspectDuring 2003 the Company determined that it lacked the resources to
pursue this prospect further and as a result the property has been
written off. URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars) 9




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For the Nine Months Ended January 31, 2004
(Unaudited  Prepared by Management) 4. PROPERTIES(continued)  (f)   Pasquia Hills Joint VentureDuring the period the Company acquired the right to acquire a 60% joint
venture interest in the Pasquia Hills oil shale project, covering
approximately 700,000 acres located in the Pasquia Hills area of
Saskatchewan, from Western Petrochemicals Corp. (WPC). Pursuant to the
agreement the Company has made a payment of $26,090 to WPC and has paid
certain other costs on WPCs behalf.During the period the Company reached an agreement with WPC and its major
shareholders to acquire all of the issued and outstanding shares of WPC
for the equivalent of up to 900,000 preferred shares and 2,000,000 common
shares of the Company with certain registration rights. The preferred
shares are to be non-dividend bearing, carry ten votes each and
convertible into common shares as to ten common shares for each preferred
share at the earlier of the Company increasing its authorized capital or
June 30, 2004. As the Company and WPC are currently finalizing the
structure and documentation these shares have not been issued. 5. COMMON STOCK  IssuedSubsequent to January 31, 2004, the Company issued 20,000 common shares to
a consultant for services for deemed proceeds of $6,600 and it issued
287,638 common shares to creditors of Anhydride Canada.During the period, in an attempt to settle outstanding liabilities of
Anhydride Canada, the Company made an offer to creditors to settle
outstanding debts for shares of the Company at $0.10 per share for each
$0.15 CDN of debt. The Company has received acceptances from creditors
totalling $313,028 ($416,484 CDN), which represents 2,776,560 common
shares and subsequent to January 31, 2004 issued 287,638 common shares
pursuant to these agreements. Also during the period, the Company agreed
to acquire the interests of one of Anhydride Canadas joint venture
partners (the Limited Partnership) for 3,220,000 common shares of the
Company, which have yet to be issued. 10




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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Nine Months Ended January 31, 2004
(Unaudited  Prepared by Management) 6. STOCK OPTIONS  During the year ended April 30, 2000, the Company adopted an incentive and
a non-statutory stock option plan. As at April 30, 2003 and January 31,
2004 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 a 2002 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 nine months ended
January 31, 2004 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. As all available options under this plan have been issued no
additional options maybe granted under the 2002 Plan. Under the 2002 Plan
there remain outstanding 555,000 options to acquire that same number of
common shares.On June 20, 2003, the Company adopted the 2003 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 nine months ended January 31, 2004 the Company
issued a total of 2,500,000 options to acquire that same number of common
share. These options were issued as to 1,050,000 options at a deemed
price of $0.10 per share for services, 400,000 options at $0.10 per share
until June 25, 2004, 500,000 options at $0.06 per share until July 31,
2004, 300,000 options at $0.09 per share until August 15, 2004 and 250,000
options at $0.10 per share until August 18, 2004. All the options were
exercised during the period and no additional options may be granted under
the 2003 Plan.On September 18, 2003, the Company adopted the 2003 Incentive Stock Option
Plan (the 2003b Plan), whereby 2,500,000 shares of common stock may be
optioned. The stock option plan has not been adopted or ratified by the
shareholders of the Company. Incentive options may be granted at any
price for a period of up to ten years. During the nine months ended
January 31, 2004 the Company issued a total of 2,230,100 options to
acquire that same number of common shares. These options were issued as
to 650,000 options at a deemed price of $0.10 per share for services,
490,000 options at a deemed price of $0.17 per share for services, 170,000
options at $0.23 per share until September 19, 2004, 520,000 options at
$0.17 per share until October 3, 2004, 100,000 options at $0.20 per share
until October 10, 2004, 100,000 shares at $0.21 per share until November
12, 2004, 200,000 shares at $0.45 per share until November 20, 2004 and
100 options at a deemed price of $0.40 per share for services. All of 11




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the options issued during the period were exercised during the period. URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management) 6. STOCK OPTIONS(continued)  Subsequent to January 31, 2004 the Company issued 20,000 options at a
deemed price of $0.33 per share for services. Company may issue up an
additional 249,900 options pursuant to this plan.On October 15, 2003, the Company adopted the 2003c Stock Plan (the 2003c
Plan), whereby 2,000,000 shares of common stock may be optioned. The
2003C 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 nine months ended January 31, 2004, the Company
issued 900,000 options to acquire that same number of common shares as to
600,000 options at $0.17 per share and 200,000 options at $0.10 per share
both expiring October 15, 2004 and 100,000 options at $0.30 per share
expiring January 27, 2005. As at January 31, 2004 the Company may issue
up an additional 1,100,000 options pursuant to this plan.The Company applies APB Opinion No. 25 and related interpretations in
accounting for its stock options granted to employees, and accordingly,
compensation expense of $89,340 was recognized as wages expense for the
period ended January 31, 2004. 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. 12




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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Nine Months Ended January 31, 2004
(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 was
entitled to warrants to acquire 483,000 common shares at $0.25 per share
until July 11, 2003. These warrants expired unexercised.During the year ended April 30, 2003, the Company issued warrants to other
joint venture parties. Pursuant to these agreements the Company is
committed to issuing 410,000 warrants that will entitle the holders to
acquire that same number of common shares at $0.25 per share. These
warrants expire as to 350,000 on November 25, 2003, which expired
unexercised, 10,000 on February 27, 2004, which expired unexercised,
10,000 on February 28, 2004, which also expired unexercised, and 40,000 on
March 31, 2004.Pursuant to the issuance of Convertible Debentures (Note 12) the Company
also issued 1,200,000 warrants. Each warrant entitles its holder to
purchase an additional common share of the Company during the period
January 6, 2004 to January 6, 2005 at $0.35 per share. The holder
of the warrants may elect a cashless exercise of the warrants based on the
market value of the Companys common shares at the time of exercise. The
Company has granted the holders of the warrants registration rights on the
underlying common shares. The registration rights agreement calls for
the Company to have filed a registration statement by January 30, 2004
which the Company has not yet done. 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 nine months ended January 31, 2004, the Company was
charged management fees of $54,000 by October Sun from whom the
Company acquired Anhydride USA. October Sun is related to the
Company by way of significant influence. As of January 31, 2004,
$400,177 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 December 31, 2004.
At April 30, 2003 and January 31, 2004, 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. The
units may at the holders election be issued on a cashless conversion
basis based on the market value at the time of exercise. Any shares
issued on conversion shall carry with them registration rights. The
balances of funds owed are without interest or stated terms of
repayment. 13




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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Nine Months Ended January 31, 2004
(Unaudited  Prepared by Management) 8. RELATED PARTY TRANSACTIONS (continued)  (b)
    
    As at April 30, 2003 a total of $33,200 was due to an officer
of the Company. During the nine months ended January 31, 2004
$30,000 of this amount was settled by the officer exercising an
option to acquire 300,000 common shares. During the nine months
ended January 31, 2004 this officer was paid management fees of
$54,857 which includes $30,000 paid by way of issuing him an
additional 300,000 common shares. As at January 31, 2004 this
officer had resigned his position with the Company and no amounts
were owed to him.(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
January 31, 2004.(d)
    
    United Corporate Advisors (UCA) is related to the Company by
way of common directors. As of January 31, 2004, $232,188 was owed
to UCA and included in due to related parties. Of this balance,
$195,000 is covered by way of a convertible note which bears interest
at 6% and may be converted into units at the lower of $0.25 per unit
or the then market price on the date of conversion until December 31,
2004. At April 30, 2003 and January 31, 2004, 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. The
units may at the holders election be issued on a cashless conversion
basis based on the market value at the time of exercise. Any shares
issued on conversion shall carry with them registration rights. The
balances of funds owed are without interest or stated terms of
repayment.(e)
    
    Included in consulting expenses is $39,100 pertaining to
230,000 shares issued to directors of the Company under the 2003b
Plan. 9. ACCOUNTS PAYABLE  Accounts payable as at January 31, 2004 is made up of $963,116 in trade
accounts payable and $186,667 in advances from third parties. 14




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URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2003
(Unaudited  Prepared by Management) 10. EARTH ENERGY LICENCE AGREEMENT  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.
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 $375,799 ($500,000 CDN) by 2005 of which it has paid
$106,508 ($150,000 CDN). The Company will also pay a royalty of 5% 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 $3,800,000
($5,000,000 CDN) from the defendants as well as monetary and special
damages as determined by the court. A statement of defense was filed by
Anhydride Canada, but given that the property has been written off it will
not be actively pursued. Since filing of the statement of defense in
April 2003, no further action has been taken by the plaintiff. The
Company believes the claim is frivolous and without merit and as such no
amount has been accrued by the Company at April 30, 2003 and January 31,
2004. 12. CONVERTIBLE DEBENTURE  During the period the Company issued $450,000 of 6% secured convertible
debentures, which mature June 1, 2004. These debentures are secured by a
general security agreement over all of the Companys property. The
debentures are convertible into common shares at the lower of 70% of the
five-day average closing price of the Companys common shares or $0.45 per
share, provided that while the debentures are in good standing the
conversion price will not be below $0.15 per share.The Company has granted the holders of the debentures registration rights
on the underlying common shares. The registration rights agreement calls
for the Company to have filed a registration statement by January 30, 2004
and for $75,000 to be held back until such time as the registration
statement is filed. To date the Company has not filed the registration
statement. Pursuant to the registration rights agreement the Company is
subject to a 2% penalty every thirty days the registration statement is
late and failure to file may cause the debentures to be in default
and due immediately. The
debentures also require that the holders of the debentures agree to the
issuance of shares in certain instances. The Company may redeem the
convertible notes at a redemption price of 110% of the principal plus
interest. 15




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Item 2. Managements Discussion and Analysis of Financial Condition and Plans 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. = $1.3305 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
$1,914,454 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 $1,780,938. 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.
During the period the Company raised $588,700 from shares issued for cash and
$450,000 through the issuance of convertible debentures. Management intends to
raise additional capital through the issuance of equity and or debt 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. During the period the Company acquired the right to acquire a 60% joint venture
interest in the Pasquia Hills oil shale project, covering approximately 700,000
acres located in the Pasquia Hills area of Saskatchewan, from Western
Petrochemicals Corp. (WPC). Pursuant to the agreement the Company has made a
payment of $26,090 to WPC and incurred other costs of $102. Subsequent to period end the Company reached an agreement with WPC and its
major shareholders to acquire all of the issued and outstanding shares of WPC
for up to 900,000 preferred shares and 2,000,000 common shares with certain
registration rights. The preferred shares are to be non-dividend bearing,
carry ten votes each and convertible into common shares as to ten common shares
for each preferred share at the earlier of the Company increasing its
authorized capital or June 30, 2004. As the Company and WPC are currently
finalizing the structure and documentation these shares have not been issued.
This project may become a core business of the Company. During the period the Company entered into a license agreement with Earth
Energy Resources Ltd. (Earth Energy) for the use of its proprietary catalytic
process, subject to yet to be agreed upon compensation to West Peak Ventures of
Canada Ltd. for assigning the license agreement to the Company. This process
includes a proprietary catalyst in conjunction with processing equipment to
separate hydrocarbons from sand, shale or soil. Under the terms of the
underlying license agreement, the Company agreed to pay $375,799 ($500,000
Cdn.) by 2005, with initial payments of $106,508 ($150,000 Cdn.)(paid) to be
used to determine the feasibility of the process. The Company also agreed to
pay a royalty of 5% and may purchase catalyst and processing equipment from
Earth Energy 16




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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. To date the Company conducted initial testing of the Earth Energy process and
is currently evaluating the process to determine the feasibility of the
process. The payments to Earth Energy have been funded by way of related party
advances. The Company is not obligated to proceed and may stop funding at
anytime. Should the Earth Energy process prove to be economically feasible
this may become a core business of the Company. However, the Company is at the
initial stages of determining feasibility and additional testing and evaluation
must be done to determine if the process is viable. 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. Changes in Financial Condition During the nine months ended January 31, 2004 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 $108,857
(2003 - $54,000) included $54,857 paid to the former president of the Company,
which in the prior year was charged to exploration expense. The amount paid
the former president also included $30,000 paid to him by way of issuing him
300,000 common shares. Advertising and promotion costs of
$125,412,001 (2003 
$172,320) 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 $337,846 (2003  $84,776) includes $89,340 related to compensation expense
charged for options granted to consultants during the period. Consulting
expense also includes $178,340 related to 1,140,100 bonus shares issued to
consultants during the period, of which $39,100 pertaining to 230,000 common
shares were granted to Directors of the Company and $45,000 paid to the finder
of the convertible debentures. Travel costs of $21,248 (2003 - $24,647) were
consistent with the same period last year owing to travel associated with the
Earth Energy license agreement and Pasquia Hills project. Professional fees of
$92,642 (2003  $128,609) continued to be a major expense to the Company as it
incurred costs related to evaluating various business proposals, dealing with
Anhydride Canadas creditor situation and legal work pertaining to the
convertible debenture financing. The Company recorded non-cash financing expenses of $192,600 relating to the $450,000 with convertible notes issued. In total the Company experienced a net loss of $875,888 or $0.05
per share for the nine months ended January 31, 2004, compared to a net loss of
$877,349 or $0.07 per share for the nine months ended January 31, 2004. 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 $740,715 as at January
31, 2004. 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 per share for each $0.15 Cdn. of debt. The Company has
received acceptances from creditors totalling $313,028 ($416,484 Cdn.), which
represents 2,776,560 common shares and 17




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subsequent to January 31, 2004 the Company issued 287,638 common shares
pursuant to these agreements. Certain of the creditors have rejected this offer
and threatened receivership proceedings against Anhydride Canada unless they
are paid in full. Anhdydride Canada does not have the resources to meet these
demands and the Company has determined that it will not commit further
resources to Anhdydride Canada or defend such action should the creditors take
it. In conjunction with the settlement offered to the Anhydride Canada creditors
the Company also agreed to acquire the Athabasca and Firebag prospect interests
of Anhydride Limited Partnership for 3,220,000 common shares of the Company,
which have yet to be issued. During the period the Company issued $450,000 of 6% secured convertible
debentures, which mature June 1, 2004. These debentures are secured by a
general security agreement over all of the Companys property. The debentures
are convertible into common shares at the lower of 70% of the five-day average
closing price of the Companys common shares or $0.45 per share, provided that
while the debentures are in good standing the conversion price will not be
below $0.15 per share. The Company has granted the holders of the debentures registration rights on
the underlying common shares. The registration rights agreement calls for the
Company to have filed a registration statement by January 30, 2004, which the
Company has not yet done. Pursuant to the registration rights agreement the
Company is subject to a 2% penalty every thirty days the registration statement
is late and failure to file may cause the debentures to be in default. The
debentures also require that the holders of the debentures agree to the
issuance of shares in certain instances. The Company may redeem the
convertible notes at a redemption price of 110% of the principle plus interest. In conjunction with the issuance of the convertible debentures the Company also
issued 1,200,000 warrants. Each warrant entitles its holder to purchase an
additional common share of the Company during the period January 6, 2004
to January 6, 2005 at $0.35 per share. The holder of the warrants may
elect a cashless exercise of the warrants based on the market value of the
Companys common shares at the time of exercise. The Company has granted the
holders of the warrants registration rights on the underlying common shares.
The registration rights agreement calls for the Company to have filed a
registration statement by January 30, 2004, which the Company has not yet done. 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 18




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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, 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 During the period there were no material developments in the
status of legal proceedings as reported in the October 31, 2004 10Q-SB
other than Codeco Consulting (2000) Ltd. and Black Max Downhole Tools
Ltd. filed a statement of claim against API Canada for $88,431 Cdn.
on September 19, 2003 and a Certificate of Lis Pendens was issued
February 3, 2004 in favor of Codeco Consulting (2000) Ltd. and Black
Max Downhole Tools Ltd. 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 equity securities were
sold by the Company during the period covered by this report that not
registered under the Securities Act. On December 17, 2003 the Company issued bonus shares, under its 2003b
Plan, for consulting services at a deemed price of $0.40 per share as to 100
shares of Common Stock to Colin Taylor. The option and shares issued were
issued in reliance on the exemption from registration contained in Section 4(2)
of the Act. On January 6, 2004 the Company issued 6% secured convertible debentures
and warrants to Platinum Partners as to $150,000 in convertible debentures and
333,334 warrants, Viscount Investments Ltd. as to $100,000 in convertible
debentures and 222,222 warrants, Johnathan Mayer as to $50,000 in convertible
debentures and 111,111 warrants and JM Investors as to $150,000 in convertible
debentures and 333,333 warrants. The shares and warrants were issued in
reliance on the exemption from registration contained in Section 4(2) of the
Act and Rule 506 promulgated thereunder. Viscount Investments Ltd received
a finders fee on the transaction of $45,000 plus 200,000 warrants. 19




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After the end of the period but prior to the preparation of this report,
on February 3, 2004 the Company issued 79,659 common shares of the Company to
William Ghazar in settlement of $8,901 ($11,949 Cnd.) of Anhydride Canadas
debt. These shares 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 February 5, 2004 the Company issued bonus shares, under its 2003b Plan, for
consulting services at a deemed price of $0.33 per share as to 20,000 shares of
Common Stock to Dorothy Dennis. 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 February 24, 2004 the Company issued 151,599 common shares of the Company
to Reginalds Tank Service Ltd. and 56,380 common shares of the Company to JHT
Oilfield Hauling Ltd. in settlement of $23,448 ($31,197 Cnd.) of Anhydride
Canadas debt. These shares were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act. During the fiscal quarter ended July 31, 2003, in an attempt to settle
outstanding liabilities of API Canada, the Company made an offer to creditors
to settle outstanding debts for shares of the Company at $0.10 per share for
each $0.15 Cdn. of debt. The Company has received acceptances from creditors
totalling $313,028 ($416,484 Cdn.), which represents 2,776,560 common shares of
which the Company has issued 287,638 common shares pursuant to these
agreements.. To date, the balance of these shares have yet to be issued. The
balance of 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 60,000 shares of Common stock at
an exercise price of $0.25 per share. The Company has not yet issued warrants
to James Billingsley as to 10,000 warrants which expire on February 27, 2004
(expired subsequently), Robert Burnett as to 10,000 warrants which expire on
February 28, 2004 (expired subsequently) 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 The 6% secured convertible debentures required the Company to have filed a
registration statement by January 30, 2004, which the Company has not yet done.
The Company received a written demand letter dated March 3, 2004 pursuant to
which it has fourteen days to file the registration statement or be in default.
To date the Company has not filed the registration statement and should the
Company be deemed in default then the convertible notes become due immediately. 20




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##### Table of Contents



Item 6. Exhibits and Reports on Form 8-K (a)
    
    Exhibits3.1
    
    Articles of Incorporation. (1)3.2
    
    Bylaws.(1)4.1
    
    Form of 6% Secured Convertible Debenture due June 1, 2004, filed herewith31.1
    
    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-KThe Company filed no reports on Form 8-K for the quarter ended
January 31, 2004.
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##### Table of Contents



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:
March 16, 2004
    
    By:
    
    /s/ Thornton J. DonaldsonThornton J. Donaldson, President andChief Executive OfficerDate:
March 16, 2004
    
    By:
    
    Thornton J. DonaldsonThornton J. Donaldson, Director andChief Financial Officer
 22




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##### Table of Contents



EXHIBIT INDEX ExhibitNumber
    
    Description3.1
    
    Articles of Incorporation. (1)3.2
    
    Bylaws.(1)4.1
    
    Form of 6% Secured Convertible Debenture due June 1, 2004, filed herewith31.1
    
    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.