# 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 October 31, 2002
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 Identification No.)
              
              
     incorporation or organization)

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

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

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

The
number of shares outstanding of the issuers classes of common equity, as
of December 17, 2002 is 12,424,500 shares of Common Stock.

Transitional Small Business
Disclosure Format (check one):     Yes 
[  ]     No  [X]

---

URANIUM POWER
CORPORATION

`INDEX                                         Page
                                        -----                                         ----


PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements                                                   3

              Consolidated Balance Sheets (U.S. Dollars) for the six months ended
              October 31, 2002 (UNAUDITED) and year ended April 30, 2002                3

              Consolidated Statements of Operations (U.S. Dollars)
              for the six months ended October 31, 2002  and 2001(UNAUDITED)            4

              Consolidated Statements of Stockholders' Equity (Deficiency)
              (U.S. Dollars) for the six months ended October 31, 2002
              (UNAUDITED) and year ended April 30, 2002                                 5

              Consolidated Statements of Cash Flows for the six months
              ended October 31, 2002 and 2001(UNAUDITED)                                6

              Notes to Consolidated Financial Statements                                7-16

         Item 2. Management's Discussion and Analysis of Financial
                  Conditions and Plans of Operations                                    17-20

         Item 3.  Controls and Procedures                                               21

PART II. OTHER INFORMATION

         Item 2. Changes in Securities; Recent Sales of Unregistered
                 Securities                                                             21-22

         Item 6.  Exhibits and Reports on Form 8-K                                      22

         Signatures                                                                     23

         Certifications                                                                 23-25`

---

PART I.
FINANCIAL INFORMATION
Item 1. Financial Statements

URANIUM
POWER CORPORATION
(An Exploration Stage Company)
Consolidated Balance Sheets
For The Six Months Ended October 31, 2002
(Unaudited - Prepared by Management)
(U.S. Dollars)

`October 31,   April 30,
                                                                        2002         2002
                                                                     ----------    --------
                                                                     (UNAUDITED)  (AUDITED)

                                     ASSETS

Current
  Cash ...........................................................   $  33,850    $  37,154
  Accounts Receivable ............................................      19,635        6,271
  Due from Joint Venture Partners ................................     117,598         --
                                                                     ---------    ---------
                                                                       171,083       43,425
Properties (note 4) ..............................................     822,219      747,171
Investment in Uranium Holdings Corporation (note 4) ..............         815          815
                                                                     ---------    ---------
                                                                     $ 994,117    $ 791,411
                                                                     =========    =========

                                  LIABILITIES

Current
  Accounts Payable ...............................................  $  326,502    $  72,073
Due to Uranium Holdings Corporation ..............................      12,812       16,856
Due to Related Parties (note 8) ..................................     695,581      444,956
                                                                     ---------    ---------
                                                                     1,034,895      533,885
                                                                     ---------    ---------

                              STOCKHOLDERS' EQUITY (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
     12,024,500 Common stock (note 7) ............................      12,025       11,985
Subscriptions Received (note 9) ..................................     112,500      112,500
Treasury Stock (note 7) 23,000 Common stock ......................         (23)         (23)
Additional Paid-in Capital .......................................   1,201,724    1,149,988
Deficit Accumulated During Exploration Stage .....................  (1,370,794)  (1,020,714)
Other Comprehensive Income .......................................       3,790        3,790
                                                                     ---------    ---------
                                                                       (40,778)     257,526
                                                                     ---------    ---------

                                                                     $ 994,117    $ 791,411
                                                                     =========    =========`

See notes to consolidated
financial statements.

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Operations
For the Six Months Ended October 31, 2002 and 2001
(Unaudited - Prepared by Management)
(U.S. Dollars)

`From
                                                                                            inception on
                                                                                            April 3, 1998
                                          Three months Ended           Six months Ended        through
                                             October 31,                  October 31,        October 31,
                                          2002          2001           2002          2001       2002
                                          ----          ----           ----          ----    -----------

Expenditures
  Management Fee ...............   $    18,000    $    36,410   $    36,000    $    36,410  $   133,024
  Advertising and Promotion ....        56,302         15,705       105,261         15,705      162,799
  Consulting ...................        39,776            --         39,776            --       137,600
  Travel .......................         4,128          5,128        15,937          5,128       60,410
  Professional Fees ............        76,677         16,376       102,375         17,372      112,649
  Transfer Agent Fees ..........         4,195          9,300         5,830          9,695       16,488
  Rent .........................         1,429          1,286         2,888          2,755       21,874
  Office .......................         5,747            272         7,394            704       13,583
  Interest and Bank Charges ....           233            --            295            --           615
  Equity loss from investment ..           --             --            --             --        19,713
  Incorporation cost
    written off ................           --             --            --             --           700
  Exploration costs ............        13,911        (27,855)       34,324         26,159      436,800
  Write-off of Exploration
    Property ...................           --             --            --             --        34,141
                                   -----------    -----------   -----------    -----------  -----------
Net Loss for Period ............   $   220,398    $    56,622   $   350,080    $   113,928  $ 1,150,396
                                   ===========    ===========   ===========    ===========  ===========

Net Loss Per Share .............   $     (0.02)   $     (0.01)  $     (0.03)   $     (0.01)
                                   ===========    ===========   ===========    ===========

Weighted Average Number of
   Shares Outstanding ..........    12,024,500      7,047,500    12,000,587      7,047,500
                                   ===========    ===========   ===========    ===========`

See notes to consolidated
financial statements.

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Stockholders' Equity (Deficiency) (U.S. Dollars)
For the Six Months Ended October 31, 2002 (unaudited) and Year Ended
April 30,2002

`Common Stock           Treasury Stock        Additional
                                            --------------------    ---------------------      Paid-in
                                            Shares     Par Value    Shares      Par Value      Capital
                                            ------     ---------    ------      ---------    ----------

Balance, April 30,  2001 ..............   7,047,500       7,048     (23,000)         (23)     608,725

Common stock issued for cash ..........     987,000         987        --            --       220,113
Subscriptions received ................        --          --          --            --          --
Stock option comprehensive
  expense .............................        --          --          --            --        77,600
Other comprehensive income ............        --          --          --            --          --
Common stock deemed to be issued
  (note 2) ............................   3,950,000       3,950        --            --       193,550
Warrants granted on purchase (note 2)..        --          --          --            --        50,000
Net loss ..............................        --          --          --            --          --
                                         ----------   ---------   ---------    ---------    ---------
Balance, April 30, 2002 ...............  11,984,500      11,985     (23,000)         (23)   1,149,988

Common Shares issued for cash .........      40,000          40        --            --        11,960
Stock option comprehensive
   expense ............................        --          --          --            --        39,776
Net loss ..............................        --          --          --            --          --
                                         ----------   ---------   ---------    ---------    ---------

Balance July 31, 2002
  and October 31, 2002 ................  12,024,500   $  12,025     (23,000)   $     (23)  $1,201,724
                                         ==========   =========   =========    =========    =========

                                                                       Deficit
                                                                     Accumulated    Total
                                                         Other       During the  Stockholders'
                                       Subscriptions  Comprehensive  Exploration    Equity
                                         Received        Income         Stage    (Deficiency)
                                       -------------  -------------  ----------- -------------

Balance, April 30,  2001 ..............        --         3,534    (668,006)     (48,722)


Common stock issued for cash ..........        --          --          --        221,100
Subscriptions received ................    112,500         --          --        112,500
Stock option comprehensive
  expense .............................        --          --          --         77,600
Other comprehensive income ............        --           256        --            256
Common stock deemed to be issued
  (note 2) ............................        --          --          --        197,500
Warrants granted on purchase (note 2)..        --          --          --         50,000
Net loss ..............................        --          --      (352,708)    (352,708)
                                         ----------   ---------   ---------    ---------
Balance, April 30, 2002 ...............     112,500       3,790  (1,020,714)     257,526

Common Shares issued for cash .........        --          --          --         12,000
Stock option comprehensive
   expense ............................        --          --          --         39,776
Net loss ..............................        --          --      (350,080)    (350,080)
                                         ----------   ---------   ---------    ---------

Balance July 31, 2002
  and October 31, 2002 ................  $  112,500   $   3,790  (1,370,794)   $ (40,778)
                                          =========   =========   =========    =========`

See notes to consolidated
financial statements.

---

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 Six Months Ended October 31,  to October 31,
                                                       2002           2001               2002
                                                       ----           ----          -------------

Operating Activities
  Net loss ......................................   $(350,080)    $ (73,474)      $(1,331,018)
  Adjustments to reconcile net loss
  to net cash used in operating activities
    Compensation expenses .......................      39,776          --              77,600
    Exploration costs acquired for shares .......        --            --             137,331
    Equity loss from investment .................        --            --              19,713
    Financial services acquired for shares ......        --          60,000            60,000
    Write-down of exploration property ..........        --            --              34,141
Changes in Non-cash Working Capital
  Accounts Receivable ...........................    (130,962)        4,697          (137,233)
  Accounts Payable ..............................     254,429         1,661           365,369
                                                    ---------     ---------        ----------
                                                     (186,837)       (7,116)         (774,097)
                                                    ---------     ---------        ----------
Investing Activity
  Property acquisitions .........................     (75,048)         --            (583,859)
                                                    ---------     ---------        ---------
Financing Activities
  Issuance of shares for cash ...................      12,000          --             622,921
  Common stock returned to treasury .............        --            --             (15,212)
  Share issue costs .............................        --            --             (40,586)
  Advances for Uranium Holdings Corp ............      (4,044)         --              12,812
  Advances from related parties .................     250,625          --             695,581
  Subscriptions received ........................        --            --             112,500
                                                    ---------     ---------        ----------
                                                      258,581          --           1,388,016
                                                    ---------     ---------        ----------
Foreign Currency Translation ....................        --              88             3,790
                                                    ---------     ---------        ----------

Inflow (Outflow) of Cash ........................      (3,304)       (7,028)           33,850
Cash (cheques issued in excess of funds
   on deposit), Beginning of Period .............      37,154        (3,187)             --
                                                    ---------     ---------        ----------
Cash, End of Period .............................   $  33,850     $ (10,215)       $   33,850
                                                    =========     =========        ==========
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 ..............   $    --       $    --          $   85,000
                                                    =========     =========        ==========`

See notes to consolidated
financial statements.

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(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, 2002
Form 10KSB.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
the opinion of the Companys management, these financial statements reflect
all adjustments necessary to present fairly the Companys financial
position at October 31, 2002 and April 30, 2002 and the results of operations
and the statement of cash flows for the six months ended October 31, 2002. The
results of operations for the six months ended October 31, 2002 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 generally accepted
accounting principles on a going-concern basis. This presumes funds will be
available to finance on-going development, operations and capital expenditures
and the realization of assets and the payment of liabilities in the normal
course of operations for the foreseeable future. Management intends to raise
additional capital through share issuances to finance operations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company has minimal capital resources presently available to meet obligations,
which normally can be expected to be incurred by similar companies, and has a
stockholders deficiency of $40,778. These factors raise substantial doubt
about the Companys ability to continue as a going-concern and are
dependent on its ability to obtain and maintain an appropriate level of
financing on a timely basis and to achieve sufficient cash flows to cover
obligations and expenses. The outcome of these matters cannot be predicted.
These financial statements do not give effect to any adjustments to the amounts
and classification of assets and liabilities, which might be necessary should
the Company be unable to continue as a going concern.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 3.   
LOSS PER SHARE

| | Net
loss per share computations is based on the weighted average number of shares
outstanding 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, 2002
(Unaudited  Prepared by Management)

## 4.   
PROPERTIES

`Firebag      Athabasca Oil   Henday Lake        District
                               Prospect        Prospect      Properties     Saskatchewan        Total
                             (note 4(e))     (note 4(d))    (note 4(a))
------------------------------------------------------------------------------------------------------
Balance April 30, 2001      $     --        $     --       $         1       $    34,141    $   34,142
Acquisition of property         26,769         720,401            --               --          747,170
Write-off exploration
   Property                       --              --              --             (34,141)      (34,141)
                             ---------       ---------       ---------        ----------     ---------
Balance April 30, 2002          26,769         720,401               1             --          747,171
Acquisition of Property         18,176          56,872            --               --           75,048
                             ---------       ---------       ---------        ----------     ---------
Balance July 31, 2002       $   44,945       $ 777,273     $         1       $     --       $  822,219
                             =========       =========       =========        ==========     =========`

|(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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Henday Lake Property was transferred to Uranium Holdings Corporation in December
2000 (note 6(b)). 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. The optioner can earn back a 35% interest by incurring cumulative
expenditures of not less than approximately $2,054,000 (CDN - $3,000,000) before
December 31, 2006. A royalty is payable at 2% of gross value (as defined) of
production if the optioner does not earn back the 35% interest.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

4.   
PROPERTIES (Continued)

| | 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, the Company issued the optionee 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of October 31, 2002, three claims related to these properties remain in good
standing.
| | -----------------------------------------------------------------------------------------

|(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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

4.   
PROPERTIES (Continued)

|(d) | Athabasca
Oil Project
|--- | ---------------------

| |  | (a) | During the year ended April 30, 2002, the Company signed an Option Agreement
with October Sun, a Nevada Corporation (October Sun) to purchase all the
issued and outstanding shares in the capital stock of Anhydride Canada owned by
October Sun. Anhydride Canada owns certain petroleum and natural gas parcels and
rights in the Province of Alberta, Canada. Consideration was as follows:
| |  | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | payment of $75,000 (paid);
| | --- | --------------------------

| | (ii) | issue of transferable share purchase warrants (issued) for 1,000,000 shares of
the Company at $0.01 per share exercisable on or before July 25, 2003 to third
parties;
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | commit to pay all costs to a maximum of $60,000 for completion or abandonment of
an existing well that Anhydride Canada had the rights to explore; and
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv) | issue options to third parties, entitling 500,000 shares of common stock of the
Company, to be purchased at $0.27 per share, until August 21, 2006 (issued).
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | (b) | The Company completed the following to exercise the option:
| |  | --- | -----------------------------------------------------------

| | (i) | delivered $100,000 by way of demand promissory note to October Sun (note 8);
| | --- | ----------------------------------------------------------------------------

| | (ii) | assumed the obligations of Anhydride Canada of a promissory note of $192,700
(CDN - $300,000) and a bonus of $64,230 (CDN - $100,000) to the lenders; (this
obligation has been paid off in full);
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iii) | deemed to be issued to the private company or assigns 3,950,000 shares;
| | ----- | -----------------------------------------------------------------------

| | (iv) | granted October Sun a transferable warrant to subscribe for 500,000 shares at
$0.01 per share for a one year period following the successful test of the
initial well. This warrant was cancelled and replaced by one for 600,000 shares
on similar terms to a third party (note 6)
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

4.   
PROPERTIES (Continued)

| | The
Athabasca Prospect is located adjacent to the city of Fort McMurray, which is
located in the northeast part of the Province of Alberta, Canada. The prospect
is comprised of four Alberta petroleum and natural gas licenses covering 97
sections of land (62,080 acres). Three of the licenses were acquired by
Anhydride Canada directly from the Government of the Province of Alberta and
pertain to petroleum and natural gas rights below the Woodbend formation.
Separately Anhydride Canada holds the right to earn an interest in another
license, covering one section of land below the base of Precambrian formation,
which contains a suspended well (the 7-32 Well). This right is
subject to the Company beginning a $156,250 (CDN $250,000) testing program on
the 7-32 Well on or before September 30, 2002, which was met during the period
and the licence has been transferred to the Company.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
at April 30, 2002 the Company held a 46.53% to 52.86% working interest after
payout in the Athabasca Prospect, subject to the 9.5% gross overriding royalty
and government royalties, and may be increased if certain elections that other
interest holders have are not exercised. These interests may also be reduced
pursuant to interests under Farmout Agreements (note 9).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the period the Company re-entered the 7-32 Well and spent a total of $253,046 to
test six potential zones, which did not result in establishing a flow rate. The
funding for this test program came from working interest holders as such has not
been included in these financial statements. As a result of these expenditures
the Companys working interest after payout has been reduced by 5.39%.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | The
Firebag Prospect is located roughly 85 kilometres northeast of the town of Fort
McMurray in the Province of Alberta and is comprised of two Alberta petroleum
and natural gas licenses (below base of Woodbend formation) amounting to 31
sections of land.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company holds a 63.28% to 64.84% working interest after payout in the Firebag
Prospect, subject to the 9.5% gross overriding royalty and government royalties,
and may be increased if certain elections that other interest holders have are
not exercised. These interests may also be reduced pursuant to interests earned
under Farmout Agreements (note 9).
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

## 5.   
STOCK OPTION PLAN

| | The
Company has adopted an incentive and a non-statutory stock option plan effective
June 15, 2000 whereby up to 1,200,000 shares of common stock may be optioned.
The stock option plan has not been adopted or ratified by shareholders (the
2000 Plan). Incentive options may be granted for a period of ten
years following the effective date of the plan and once granted, the options
terminate ten years following the date of grant, with certain exceptions. During
the period the Company amended the plan so that it now allows for incentive
stock options to be granted at less than 100% of fair market value (as defined)
per share on the date of grant.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the period the Company cancelled 150,000 of the options under the 2000 Plan. As
at October 31, 2002 the Company had options outstanding to acquire 1,050,000
shares under the 2000 Plan at $0.27 per share until August 21, 2006.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company also issued an option, not under a plan, to a consultant to acquire up
to 150,000 common shares at $0.27 per share until March 31, 2003.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company has adopted an incentive and a non-statutory stock option plan effective
September 24, 2002 whereby up to 2,500,000 shares of common stock may be
optioned. The stock option plan has not been adopted or ratified by shareholders
(the 2002 Plan). Incentive options may be granted at any price for a
period of ten years following the effective date of the plan and once granted,
the options terminate ten years following the date of grant, with certain
exceptions. During the period the Company granted 1,915,000 options to acquire
that number of shares at $0.25 per share to directors, officers and consultants
that expire on May 15, 2004 as to 965,000 options, on May 6, 2005 as to 400,000
options and on May 30, 2005 as to 550,000 options.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 6.   
WARRANTS

| | The
Company has issued 1,000,000 warrants at $0.01 per share, to acquire the same
number of shares before July 25, 2003.
| | ------------------------------------------------------------------------------------------------------------------------

| | The

Company also issued 600,000 warrants at $0.01 per share, to acquire the same
number of shares. The exercises 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. A successful well is defined as a well that continually produces
commercial quantities of petroleum substances for a period of not less than 30
consecutive days.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

6.   
WARRANTS (Continued)

| | During
the period the Company issued 1,500,000 transferable warrants whereby up to
750,000 common shares at a price of $0.50 per share for a period of one year
ending July 11, 2003, may be issued. Subsequent to period end the Company agreed
to amend the terms of these warrants whereby now up to 1,500,000 common shares
at a price $0.25 per share may be issued. These warrants are subject to certain
conditions being met, see Farmout Agreements (note 9). As at October 31, 2002
the amended number of common shares, which may be issued pursuant to these
warrants, is 323,627 common shares.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 7.   
COMMON STOCK

| | Issued
| | ------

| | Included
in the issued common stock of 12,024,500 are 3,950,000 common shares deemed to
have been issued April 30, 2002 on the acquisition of the Athabasca Oil Project
(note 4(d)).
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subscriptions received
| | ----------------------

| | The
Company received $150,000 in share subscriptions pertaining to a private
placement of 1,500,000 shares at $0.10 per share of which 375,000 shares have
been issued to April 30, 2002 for net subscriptions received at July 31, 2002 of
$112,500. Subsequent to period end an additional 400,000 shares were issued
pursuant to these subscriptions.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 8.   
RELATED PARTY TRANSACTIONS

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

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

8.   
RELATED PARTY TRANSACTIONS (Continued)

| | During
the six months ended October 31, 2002, the Company was charged management fees
of $36,000 by October Sun from whom the Company acquired Anhydride USA. October
Sun is related to the Company by way of significant influence. As of October 31,
2002, $488,913 was owed to October Sun. Of this balance $400,000 is covered by
way of a convertible note which bears interest at 6% and may be converted into
units at the lower of $0.25 per unit or the then market on the date of
conversion until September 30, 2003. 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company also paid fees to an officer who is active in the Companys
exploration program of $22,600, of which $3,800 has been reimbursed to the
Company by its Athabasca working interest holders. The Company also accrued fees
of $10,478 to a director and officer, which are included in advertising and
promotion expenses.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | United
Corporate Advisors (UCA) is related to the Company by way of common
directors. As of October 31, 2002, $190,674 was owed to UCA. This balance is
covered by way of a convertible note which bears interest at 6% and may be
converted into units at the lower of $0.25 per unit or the then market on the
date of conversion until September 30, 2003. 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 9.   
FARMOUT AGREEMENTS

| | During
the period, the Company entered into two Farmout Agreements (the Farmout
Agreements) with Anhydride Petroleum Limited Partnership (the
Limited Partnership) one in respect of each of the Athabasca
Prospect and the Firebag Prospect, on essentially the same terms. The Limited
Partnership is currently made up of only the initial Limited Partner and one
General Partner. Under the terms of the Farmout Agreements the Limited
Partnership will earn a 1% working interest in a Prospect for each $54,000 Cnd
incurred in exploration expenditures on that Prospect, up to a maximum of a
combined 25% working interest, both before and after payout, subject to royalty
interests. Anhydride Canada is the operator under each of the Farmout
Agreements.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the terms of each of the Farmout Agreements, following earn-in of an interest,
including a fractional interest, in a Prospect, the Limited Partnership will be
entitled to approve all further work carried out on the Prospect, which consent
may be unreasonably withheld.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

9.   
FARMOUT AGREEMENTS (Continued)

| | Under
the Farmout Agreements, the Limited Partnership agreed to grant the Company a
call option under which the Company may purchase the working interests earned by
the Limited Partnership in the Prospects in consideration of paying a
predetermined purchase amount. The purchase amount comprises a base amount and a
performance amount where the base amount is equal to 130% of the incurred
earn-in expenditures of the Partnership paid in shares of the Company with such
shares valued at the average five day closing price at the time the call option
is exercised. The shares to be issued by the Company will be restricted
securities in the United States and be subject to resale restrictions in the
United States and Canada.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Under
the terms of the call option, however, the Company has granted the Partnership
certain registration rights, under which the Company will file a registration
statement with the Securities and Exchange Commission (the SEC) in
the United States registering the shares for sale. The performance amount is
dependent on whether the Company complies with the obligations to file a
registration statement with the SEC. The performance amount will initially be
$Nil. For every 90-day period following the exercise of the call option that
expires without a registration statement being filed, the performance amount is
increased by 20% of the incurred earn-in expenditures of the Partnership paid-in
shares of the Company. For every 45-day period that expires without the Company
responding to comments on the registration statement from the SEC, the
Performance Agreement will include an additional 20% of the incurred earn-in
expenditures of the Partnership paid-in shares of the Company. The Performance
Amount will be paid, as earned, in shares of the Company with such shares valued
at the average five day closing price at the time the respective performance
amount is earned. On the sooner of the registration statement becoming effective
or the shares issued on exercise of the call option otherwise becoming free of
resale restrictions, the Performance Amount shall cease to accrue and no further
shares of the Company will be payable.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If
prior to the call option exercise the Limited Partnership has transferred its
exploration activities to a wholly owned corporation (a Subsidiary),
the call option remains in effect notwithstanding the assignment to the
Subsidiary. Alternatively, the Limited Partnership and the Company and Anhydride
Canada may negotiate for the purchase of the shares of the Subsidiary by the
Company or Anhydride Canada. Neither Anhydride Canada nor the Limited
Partnership is obligated to initiate, enter into or conclude any negotiations
respecting the acquisition of the Subsidiary by the Company or Anhydride Canada.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As consideration for granting of the call option in respect of the working
interests in the Prospects, the Company has agreed to issue 1,500,000
transferable warrants to the Limited Partnership whereby it may acquire up to
750,000 common shares exercisable at a price of $0.50 per share for a period of
one year ending July 11, 2003. The warrants will vest in proportion to the
working interest earned in the Athabasca Prospect and Firebag Prospects, for
each 1% working interest earned in a Prospect warrants to acquire 30,000 common
shares of the Company will vest and be immediately exercisable. The shares
issued on exercise of the warrants will be subject to resale
restrictions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

## URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements (U.S. Dollars)
For the Six Months Ended October 31, 2002
(Unaudited  Prepared by Management)

9.   
FARMOUT AGREEMENTS (Continued)

| | As at October 31, 2002 the Limited Partnership committed to expenditures of
$205,600 in expenditures related to the Athabasca exploration agreement, of
which $99,500 is included in due from Joint Venture Partners (paid
subsequently). After period end the Company amended the terms of the exploration
agreements where by the number of shares to be issued pursuant to the warrants
was increased to 1,500,000 and the price per share they are to issued at was
lowered to $0.25 per share. The rate at which the Limited Partnership shall earn
a 1% working interest was also increased to $60,000 Cnd from $54,000 Cnd. Based
on the Limited Partnerships deemed expenditures of $205,600 as at October 31,
2002 they are entitled to a working interest after payout of 5.39% and warrants
to acquire 323,627 common shares at $0.25 per share.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 10. COMMITMENTS

| | Anhydride
Canada has committed to pay $60,000 ($100,000 CDN) to Anhydride Oil Corporation
upon successful completion of a well, as defined in note 6.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

## 11. STOCK
BASED COMPENSATION

| | The
Company applies APB Opinion No. 25 and related interpretations in accounting for
its stock options granted to employees, and accordingly, compensation expense of
$Nil was recognized as wages expense for the period ended October 31, 2002.
Had compensation expense been determined as provided in SFAS 123 using the
Black-Scholes option  pricing model, the pro-forma effect on the
Companys net loss and per share amounts would have been as follows:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Net loss, as reported $350,080
Net loss, pro-forma $487,295
Net loss per share, as reported $0.03
Net loss per share, pro-forma $0.04
| | -------------------------------------------------------------------------------------------------------------------------------------

---

## Item 2.   
Managements Discussion and Analysis of Financial Condition and Results of
Operations

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

Plans of Operations

As of the date of this
Report, the operations of Uranium Power Corporation (the Company)
have been speculative. The Company incurred a loss in the quarter ended October
31, 2002 of $220,398 and a loss of $350,080 for the six months then ended. The
Company has not had revenues from its operations to date. Thus Company has been
dependent, and continues to rely upon, loans from related parties, joint venture
arrangements and the sale of equity securities in order to fund its exploration
activities. Its ability to continue its operations is dependent on the ability
of the Company to continue to obtain financing.

During the year ended April
30, 2002, we entered the business of oil and gas exploration with management
assessing the oil and gas exploration business and selecting and acquiring
properties of interest near the City of Fort McMurray in the northeastern part
of the Province of Alberta, Canada. Specifically, we acquired and currently hold
potentially important interests in five Petroleum & Natural Gas Licenses
(P & NG Licenses) issued by the Government of the Province of
Alberta covering 127 sections of land (81,280 acres) below base of Woodbend
formation and we are entitled to earn an interest in an additional P & NG
License no. 5494040101 covering one additional section (640 acres) below base of
the Precambrian formation (the AOC License) which includes an
existing suspended well drilled during September - October 1994 and legally
described as the AOC Granite 7-32-89-10 W4M well (the 7-32 Well).

The Company continues to
hold uranium interests, which are comprised of a 20% interest in a company known
as Uranium Holdings Corporation, a Nevada corporation (UHC), which
in turn owns two properties located in Saskatchewan known as the Henday and
Hocking Lake Properties. We also have an option to acquire a 100% interest in a
separate uranium property (the Saskatchewan Uranium Property).

During
the six months ended October 31,2002 we have focused and over the next twelve
months we plan to continue to focus primarily on exploration and development of
our oil and gas properties while maintaining our uranium properties.

Specifically, we re-entered
the 7-32 Well and, initially, conducted testing sufficient to determine whether
the existing suspended 7-32 Well was capable of producing commercial quantities
of petroleum substances. A program conducted testing over six separate zones of
the 7-32 Well. This plan was completed during the period at a cost of $253,046
which was paid for by our other working interest holders and Anhydride Petroleum
Limited Partnership (see below). This work allowed the Company to meet its work
requirements to the AOC vendor; however, it did not result in establishing a
commercial flow rate of petroleum substances.

---

To
fund the Companys share of costs associated with the re-entry and testing
of the existing 7-32 Well wellbore; rental costs associated with the six
licenses; costs for additional seismic and other geologic study and costs for
possible deepening of the 7-32 Well, the Company entered into exploration
agreements with the Limited Partnership, see below.

Subject
to starting the above noted testing program on the 7-32 Well the Company had the
right to earn an 81.25% working interest before payout reducing to a 52.859375%
working interest after payout, subject to gross overriding royalties of 9.5% and
government royalties less any interests earned by the Anhydride Petroleum
Limited Partnership (the Limited Partnership) in the 7-32 well.
Pursuant to the amended terms of the Limited Partnership agreements the Limited
Partnership by spending a total of $205,600 on exploration is
entitled to earn a working interest after payout of 5.39% and warrants to
acquire 323,627 common shares at $0.25 per share.

At
this time there are no known oil and gas reserves in the Athabasca or Firebag
Prospects. The current proposed work program should therefore, be regarded as
high risk or a wildcat venture. The Company plans to further test
the 7-32 Well by deepening it at a cost of approximately $450,000, which it
plans to fund from its existing working interest holders, the Limited
Partnership, loans from related parties, the sale of securities and the sale of
further joint venture interests.

Summary
of Anhydride Petroleum Limited Partnership Exploration Agreements

In
July of 2002, the Company entered into two farmout agreements (the
Farmout Agreements) with the Limited Partnership one in respect of
each of the Athabasca Prospect and the Firebag Prospect, on essentially the same
terms. Pursuant to these agreements the Limited Partnership has the right to
expend up to $865,385 ($1,350,000 Cdn.) on the Athabasca and or Firebag
Prospects. Under the terms of the Farmout Agreements the Limited Partnership
will earn a 1% working interest in a Prospect for each $34,615 ($54,000 Cdn.)
incurred in exploration and other approved expenditures on that Prospect, up to
a combined maximum of a 25% working interest, both before and after payout,
subject to a 9.5% gross overriding royalty and government royalties. API Canada
is the operator under each of the Farmout Agreements.

Right
to Determine Further Work

Under
the terms of each of the Farmout Agreements, following earn-in of an interest,
including a fractional interest in a Prospect, the Limited Partnership will be
entitled to approve all further work carried out on the Prospect, which consent
may be unreasonably withheld.

Call
Option

Under
the Farmout Agreements, the Limited Partnership agreed to grant the Company a
call option under which the Company may purchase the working interests earned by
the Limited Partnership in the Prospects in consideration of paying a
predetermined Purchase Amount. The Purchase Amount comprises a Base Amount and a
Performance Amount where the Base Amount is equal to 130% of the incurred
earn-in expenditures of the Partnership paid in shares of the Company with such
shares valued at the average five day closing price at the time the call option
is exercised. The shares to be issued by the Company will be restricted
securities in the United States and subject to resale restrictions in the United
States and Canada. Under the terms of the call option, however, the Company has
granted the Partnership certain registration rights, under which the Company
will file a registration statement with the Securities and Exchange Commission
(the SEC) in the United States registering the shares for sale. The
Performance Amount is dependent on whether the Company complies with its
obligations to file a registration statement with the SEC. The Performance
Amount will initially be nil. For every 90-day period following the exercise of
the call option that expires without a registration statement being filed, the
Performance Amount is increased by 20% of the incurred earn-in expenditures of
the Partnership paid in shares of the Company. For every 45-day period that
expires without the Company responding to comments on the registration statement
from the SEC, the Performance Amount will include an additional 20% of the
incurred earn-in expenditures of the Partnership paid in shares of the Company.
The Performance Amount will be paid, as earned, in shares of the Company with
such shares valued at the average five day closing price at the time the
respective Performance Amount is earned. On the sooner of the registration
statement becoming effective or the shares issued on exercise of the call option
otherwise becoming free of resale restrictions, the Performance Amount shall
cease to accrue and no further shares of the Company will be payable.

---

If
prior to the call option exercise the Limited Partnership has transferred its
exploration activities to a wholly owned corporation (a Subsidiary),
the call option remains in effect notwithstanding the assignment to the
Subsidiary. Alternatively, the Limited Partnership and the Company and API
Canada may negotiate for the purchase of the shares of the Subsidiary by the
Company or API Canada. Neither API Canada nor the Limited Partnership is
obligated to initiate, enter into or conclude any negotiations respecting the
acquisition of the Subsidiary by the Company or API Canada.

Limited
Partnership Warrants

As
consideration for granting of the call option in respect of the working
interests in the Prospects, the Company originally issued 1,500,000
transferable warrants to the Limited Partnership whereby it could
acquire up to 750,000 common shares exercisable at a price of $0.50 per
share for a period of one year ending July 11, 2003. The warrants
vested in proportion to the working interest earned in the Prospects
by the Limited Partnership. For each 1% working interest earned in a Prospect,
warrants to acquire 30,000 common shares of the Company would vest
and be immediately exercisable. The shares issued on exercise of the warrants
will be subject to resale restrictions.

Amending
Agreement

On
November 1, 2002 the Company amended the terms of the exploration
agreements whereby number of shares to be issued pursuant to the warrants was
increased to 1,500,000 and the price per share they are to be issued at was
lowered to $0.25 per share. The rate at which the Limited Partnership shall earn
a 1% working interest was also increased to $60,000 Cnd from $54,000 Cnd. Based
on the Limited Partnerships deemed expenditures of $205,600 as at October 31,
2002 they are entitled to a working interest after payout of 5.39% and warrants
to acquire 323,627 common shares at $0.25 per share.

Changes
in Financial Condition

Net
loss for the three-month period ended October 31, 2002 was $310,304, or $0.03
per share, compared with a net loss of $113,928, or $0.01 per share, for the
same period of 2001. During the six month period ended October 31, 2002, the
Company was actively engaged in preliminary exploration work and fundraising
related to its Athabasca project. The Company was relatively inactive in the
corresponding period in 2001 and as a result, many of the operating expense
items have shown an increase. The Company has increased advertising, promotion
and travel expenses in connection with developing and promoting its new business
plan, which now focuses on oil and gas production. Professional fees have
increased is primarily due to an increase in legal fees associated with
increased disclosure in SEC filings as a result in the
change in business plan and additional legal work required on the Companys
joint venture agreements. The Company will continue to rely on funding from its
existing working interest holders, the Limited Partnership, loans from related
parties, the sale of securities and the sale of further joint venture interests
in order to proceed with its development activities.

---

To
finance the testing of the 7-32 Well the Company has entered into exploration
agreements with the Limited Partnership, however, if the Limited Partnership is
unable or unwilling to fund the Companys planned exploration the Company
may have to consider joint ventures with other entities, seek additional equity
funding and or sell some of its properties if the Limited Partnership funding is
not available. It is also likely the Company will require additional financing
beyond that to be provided by the Limited Partnership. There can be no assurance
that other joint venture parties, additional equity funding or that buyers for
its properties can be found.

As at
October 31,2002 the Company had received $695,581 in funding from related
parties. During the six months ended October 31, 2002 the Company entered into
convertible notes with October Sun, a Nevada Corporation as to $400,000 and
United Corporate Advisors for $190,674 on similar terms. Each convertible note
which bears interest at 6% and may be converted into units at the lower of $0.25
per unit or the then market on the date of conversion until September 30, 2003.
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. While the Company has relied heavily upon related
party loans to fund its operations there is no assurance that these loans will
be available in the future and or that the related parties may not call the
loans where they are able.

We
have no revenues, and our operating results, profitability and future rate of
growth depend solely on our exploration activities and 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, there is no
assurance that joint venture partners, debt or equity financing will be
available to us on acceptable terms to meet these requirements.

Due
the lack of funding and change in focus it is not likely that the Company will
meet the requirement to spend an additional $1,602,564 ($2,500,000 Cdn.) on its
Saskatchewan Uranium Property by December 31, 2002. The Company intends to try
to re-negotiate the terms of its agreement, however, no assurances can be made
that the Company will be successful.

The
Company pursuant to the terms of its agreement with Uranium Holdings Company
must now participate on the same basis as other investors in future expenditure
programs on a pro-rata basis or Companys 20% interest will be reduced in
such manner as may be reasonably negotiated between the parties. Due the lack of
funding and change in focus it is not likely that the Company will meet these
requirements and as such its interests may be reduced.

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, 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.

---

## 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.

# PART II 
OTHER INFORMATION

## Item 2.   
Changes in Securities and Recent Sales of Unregistered Securities

On September
24, 2002 the Company issued a convertible note to October Sun, a Nevada
corporation in the principal amount of $400,000 and on the same date the Company
issued a convertible note to United Corporate Advisors in the principal amount
of $190,674. Each note bears interest at 6% per annum and may be converted into
Units (defined below) at a price per share of the lower of: 1) $0.25
per Unit or 2) the market price of one share of the Companys common stock
on the date of conversion. Units consist of one share of the Companys
common stock and a warrant to purchase one share of the Companys common
stock at a price per share equal to 133% of the conversion price of the Unit,
for a period of one year following the date of such conversion. Any shares of
common stock issued in connection with the conversion shall have registration
rights. The notes were issued in reliance on the exemption from registration
contained in Section 4(2) of the Securities Act of 1933 (the
Act).

On
September 24, 2002, the Company granted options under its 2002 Stock Option Plan
to certain of its Directors, officers, employees and consultants in
consideration for services rendered. All options were issued in reliance on the
exemption from registration contained in Section 4(2) of the Act and were
granted as follows:

a.
The Company issued to Doug Cannaday, CEO and Director of the Company,
options to purchase 400,000 shares of common stock at a price per share of $0.25
until May 6, 2005.

b.
The Company issued to Michel David, Executive Vice President and Director
of the Company, options to purchase 200,000 shares of common stock at a price
per share of $0.25 until May 15, 2004.

c.
The Company issued to Terance Schorn, a consultant to the Company, options
to purchase 25,000 shares of common stock at a price per share of $0.25 until
May 15, 2004.

---

d.
The Company issued to George Orr, an employee of the Company, options to
purchase 550,000 shares of common stock at a price per share of $0.25 until May
30, 2005.

e.
The Company issued to Todd Montgomery, a consultant to the Company, options
to purchase 100,000 shares of common stock at a price per share of $0.25 until
May 15, 2004.

f.
The Company issued to Thornton Donaldson, a Director of the Company,
options to purchase 200,000 shares of common stock at a price per share of $0.25
until May 15, 2004.

g.
The Company issued to Joe Ovsenek, a consultant to the Company, options to
purchase 30,000 shares of common stock at a price per share of $0.25 until May
15, 2004

h.
The Company issued to David Rose, a consultant to the Company, options to
purchase 10,000 shares of common stock at a price per share of $0.25 until May
15, 2004.

i.
The Company issued to Tony Baldassare, a consultant to the Company, options
to purchase 200,000 shares of common stock at a price per share of $0.25 until
May 15, 2004.

j.
The Company issued to Frank Wright, a consultant to the Company, options to
purchase 200,000 shares of common stock at a price per share of $0.25 until May
15, 2004.

## Item 6.   
Exhibits and Reports on Form 8-K

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

| |  | 3.1         Articles of Incorporation.(1)
3.2         Bylaws.(1)
10.16     2002 Stock Option Plan, adopted
September 24, 2002.  Filed herewith.
10.17     Amending Agreement for Athabasca and Firebag
Prospects dated November 1, 2002.  Filed herewith.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

_______________

|(1) | Incorporated by reference
from the Companys Registration Statement on Form 10-SB, filed with the SEC
on October 14, 1999.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(b) | Reports on Form 8-K:
On
May 15, 2002, the Company filed an 8-K reporting that on April 30,
2002, the Company entered into an Agreement and Plan of Reorganization whereby
Anhydride Petroleum (USA), Inc., a Colorado corporation, and wholly owned
subsidiary of October Sun, a Nevada corporation was merged with and into a
wholly owned subsidiary of the Company. On December 12, 2002, the Company
filed an amendment to the May 15, 2002 8-K to incorporate by reference the
audited consolidated financial statements dated April 30, 2002 which satisfied
the pro forma financial information that was required to be filed with the
original 8-K.
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# SIGNATURES

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Form 10QSB to be signed on its behalf by the undersigned
thereunto duly authorized.

URANIUM POWER CORPORATION
Date:   December 19, 2002        
            
            
            
            
         
        By:
/s/ Douglas W. Cannaday
                
                
                
                
          
                
                
        
       Douglas W. Cannaday, President

Date:   December 19, 2002        
            
            
            
            
         
        By:
/s/ Thornton Donaldson
                
                
                
                
          
                
                
        
       Thornton Donaldson, Director and
                
                
                
                
          
                
                
        
       Acting Chief Financial Officer

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# § 302
CERTIFICATION*

I, Douglas W. Cannaday,
Chief Executive Officer, certify that:

1.
I have reviewed this quarterly report on Form 10-QSB of Uranium Power
Corporation;

2.
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.
The registrants other certifying officers and I:

a)
are responsible for establishing and maintaining internal controls;

b)
have designed such internal controls to ensure that material information
relating to the issuer and its consolidated subsidiaries is made known to such
officers by others within those entities, particularly during the period in
which the periodic reports are being prepared;

c)
have evaluated the effectiveness of the issuers internal controls as of a
date within 90 days prior to the report; and

d)
have presented in the report their conclusions about the effectiveness of their
internal controls based on their evaluation as of that date.

5.
The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and

6.
The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:
   December 19, 2002

/s/   Douglas W. Cannaday
        Douglas W. Cannaday
        President and Chief Executive Officer

---

# § 302
CERTIFICATION*

I, Thornton Donaldson,
acting Chief Financial Officer, certify that:

1.
I have reviewed this quarterly report on Form 10-QSB of Uranium Power
Corporation;

2.
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3.
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;

4.
The registrants other certifying officers and I:

a)
are responsible for establishing and maintaining internal controls;

b)
have designed such internal controls to ensure that material information
relating to the issuer and its consolidated subsidiaries is made known to such
officers by others within those entities, particularly during the period in
which the periodic reports are being prepared;

c)
have evaluated the effectiveness of the issuers internal controls as of a
date within 90 days prior to the report; and

d)
have presented in the report their conclusions about the effectiveness of their
internal controls based on their evaluation as of that date.

5.
The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a)
all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal controls; and

6.
The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:
   December 19, 2002

/s/   Thornton Donaldson
        Thornton Donaldson
        Acting Chief Financial Officer

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