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

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 For the quarterly period ended July 31, 2004

     OR

[_]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _________ to ___________.

COMMISSION FILE NUMBER:  0-27659


                            URANIUM POWER CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


           Colorado                                              None
-------------------------------                         ------------------------
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                             Identification No.)


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

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

(Former  name,  former  address and former  fiscal year,  if changed  since last
                                    report)

Check  whether  the  registrant  (1) filed all  reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter  period that the  registrant  was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

YES  [X]      NO [_]


The number of shares outstanding of the issuer's classes of common equity, as of
September 15, 2004 was 30,017,906 shares of Common Stock.

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



<PAGE>


                            URANIUM POWER CORPORATION

                                      Index

                                                                            Page

PART I. FINANCIAL INFORMATION................................................

         Item 1.  Financial    Statements    of   Uranium    Power
                  Corporation ...............................................  1

                  Consolidated  Balance  Sheets (U.S.
                  Dollars)  as at July 31,  2004  (UNAUDITED)  and
                  year ended April 30, 2004..................................  2

                  Consolidated   Statements  of  Operations  (U.S.
                  Dollars)  for the three  months  ended  July 31,
                  2004 (UNAUDITED) and 2003..................................  3

                  Consolidated    Statements   of    Stockholders'
                  Deficiency  (U.S.  Dollars) for the three months
                  ended  July 31,  2004  (UNAUDITED)  and the year
                  ended April 30, 2003.......................................  4

                  Consolidated  Statements  of Cash  Flows for the
                  three  months  ended  July  31,  2004  and  2003
                  (UNAUDITED)................................................  5

                  Notes to Consolidated Financial Statements (UNAUDITED).....  6

Financial Statements of Western Petrochemicals Corporation................... 17

         Management's Responsibility for Financial Statements................ 17

         Balance Sheets...................................................... 18

         Statement of Stockholders' Deficit.................................. 19

         Statement of Operations and Stockholders' Deficit................... 20

         Statement of Cash Flows............................................. 21

         Notes to the Financial Statements................................... 22

         Item 2.  Management's Discussion and Analysis of Financial
                  Conditions and Plans of Operations......................... 25

         Item 3.  Controls and Procedures.................................... 25

PART II. OTHER INFORMATION................................................... 27

         Item 1.  Legal Proceedings.......................................... 27

         Item 2.  Changes in Securities; Recent Sales of Unregistered
                  Securities................................................. 27

         Item 5. Other Information...........................................

         Item 6. Exhibits and Reports on Form 8-K............................ 30

         Signatures.......................................................... 31


                                       i

<PAGE>


                            URANIUM POWER CORPORATION

                         (AN EXPLORATION STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS

                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)
                                 (U.S. DOLLARS)







                                       1



<PAGE>



                            URANIUM POWER CORPORATION

                         (AN EXPLORATION STAGE COMPANY)
                   CONSOLIDATED BALANCE SHEETS (U.S. DOLLARS)




                                                     JULY 31,        APRIL 30,
                                                       2004            2004
                                ASSETS (note 12)    (UNAUDITED)      (AUDITED)
                                                   ------------    ------------
CURRENT

     Cash                                          $         --    $    348,636
     Accounts Receivable                                 10,954          20,718
                                                   ------------    ------------
                                                         10,954         369,354
PROPERTIES (note 4)                                     215,164         118,456
EARTH ENERGY LICENSE AGREEMENT  (note 10)               106,508         106,508
INVESTMENT IN ENERGY 51 INC. (note 13)                  228,618         152,800
INVESTMENT IN URANIUM HOLDINGS
   CORPORATION (note 4b)                                    815             815
                                                   ------------    ------------
                                                   $    562,059    $    747,933
                                                   ============    ============

                                  LIABILITIES

CURRENT

    Cheques issued in excess of funds on deposit   $     15,820    $         --
    Accounts Payable (notes 5 and 9)                  1,263,984       1,115,177
    Convertible Debenture  (note 12)                  1,075,708       1,020,375
    Due to Related Parties (note 8)                     633,646         639,307
                                                   ------------    ------------
                                                      2,989,158       2,774,859
                                                   ------------    ------------
COMMITMENT AND CONTINGENCIES
   (notes 2, 4, 5, 7, 10,11, 12 and 14)
STOCKHOLDERS' DEFICIENCY

CAPITAL STOCK

Authorized
     40,000,000 Common  stock  with  a par  value
      of $0.001 each
     10,000,000 Preferred stock with a par value
      of $0.001 each

Issued
     21,434,738 Common stock (note 5)                    21,435
     20,784,838 Common stock                                             20,785
TREASURY STOCK                                              (23)            (23)
ADDITIONAL PAID-IN CAPITAL                            3,215,078       2,955,768
DEFICIT ACCUMULATED DURING EXPLORATION STAGE         (5,530,121)     (4,890,892)
OTHER COMPREHENSIVE LOSS                               (133,468)       (112,564)
                                                   ------------    ------------
                                                     (2,427,099)     (2,026,926)
                                                   ------------    ------------
                                                   $    562,059    $    747,933
                                                   ============    ============


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       2


<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF OPERATIONS (U.S. DOLLARS)
                      (UNAUDITED - PREPARED BY MANAGEMENT)

                                                                        FROM
                                                                      INCEPTION
                                                                     ON APRIL 3,
                                                                         1998
                                         THREE MONTHS ENDED JULY 31    THROUGH
                                         -------------------------     JULY 31,
                                             2004          2003          2004
                                         -----------   -----------   -----------

EXPENDITURES

     Management Fee                           18,000   $    31,333   $   360,602
     Advertising and Promotion                68,733        28,577       604,235
     Consulting                              233,239        30,010       883,540
     Travel                                    6,071         3,134       128,102
     Professional Fees                        67,186        21,126       492,150
     Transfer Agent Fees                       7,834         1,679        45,782
     Rent                                      4,076         2,902        45,254
     Office                                    8,168         3,935        46,279
     Interest and Bank Charges                55,668           133        92,690
     Equity loss from investment                  --            --        19,713
     Incorporation cost written off               --            --           700
     Exploration costs                       170,254            --     1,490,117
     Non-cash financing expenses                  --            --       464,598
     Write-off of Exploration Property            --            --       856,359
                                         -----------   -----------   -----------
NET LOSS FOR PERIOD                      $   639,229   $   122,829   $ 5,530,121
                                         ===========   ===========   ===========
Net Loss Per Share                       $      0.03   $      0.01
                                         ===========   ===========
Weighted Average Number of shares
Outstanding                               21,203,314    15,156,239
                                         ===========   ===========


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3


<PAGE>


<TABLE>
<CAPTION>


                                                      URANIUM POWER CORPORATION
                                                   (AN EXPLORATION STAGE COMPANY)
                             CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY) (U.S. DOLLARS)
                         FOR THE THREE MONTHS ENDED JULY 31, 2004 (UNAUDITED) AND YEAR ENDED APRIL 30, 2004



                                                                                                           DEFICIT
                                                                                              OTHER      ACCUMULATED        TOTAL
                              COMMON STOCK             TREASURY STOCK          ADDITIONAL COMPREHENSIVE   DURING THE    STOCKHOLDERS
                       -------------------------   -----------------------      PAID-IN      INCOME      EXPLORATION       EQUITY
                          SHARES      PAR VALUE      SHARES       PAR VALUE     CAPITAL      (LOSS)         STAGE       (DEFICIENCY)
                       -----------   -----------   -----------    ---------   -----------   ---------    -----------    -----------
<S>                     <C>          <C>               <C>        <C>         <C>           <C>          <C>            <C>
BALANCE. APRIL 30,
 2003                   14,284,500   $    14,285       (23,000)   $    (23)   $ 1,525,812   $ (75,550)   $(3,309,838)   $(1,845,314)
Common stock
 issued for:
  Settlement of debt     1,037,638         1,037            --          --        102,727          --             --        103,764
  Cash                   3,750,000         3,750            --          --        529,950          --             --        533,700
  Services               1,620,100         1,620            --          --        207,320          --             --        208,940
  Property                  92,600            93            --          --         36,021          --             --         36,114
Stock option
compensation expense            --            --            --          --         89,340          --             --         89,340
Beneficial
conversion feature
of convertible
 debentures                     --            --            --          --        464,598          --             --        464,598
Other comprehensive
  (loss)                        --            --            --          --             --     (37,014)            --        (37,014)
Net loss                        --            --            --          --             --          --     (1,581,054)    (1,581,054)
                       -----------   -----------   -----------    --------    -----------   ---------    -----------    -----------
BALANCE. APRIL 30,
  2004                  20,784,838        20,785       (23,000)        (23)     2,955,768    (112,564)    (4,890,892)    (2,026,926)
Common stock
 issued for:
  Cash                     100,000           100            --          --         39,900          --             --         40,000
  Services                 549,900           550            --          --        219,410          --             --        219,960
Other comprehensive
  (loss)                        --            --            --          --             --     (20,904)            --        (20,904)
Net loss                        --            --            --          --             --          --       (639,229)      (639,229)
                       -----------   -----------   -----------    --------    -----------   ---------    -----------    -----------
BALANCE JULY 31,
  2004                  21,434,738   $    21,435       (23,000)   $    (23)   $ 3,215,078   $(133,468)   $(5,530,121)   $(2,427,099)
                       ===========   ===========   ===========    ========    ===========   =========    ===========    ===========
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                  4


<PAGE>


<TABLE>
<CAPTION>

                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF CASH FLOWS (U.S. DOLLARS)
                      (UNAUDITED - PREPARED BY MANAGEMENT)


                                                                                    FROM
                                                                                 INCEPTION
                                                  FOR THE THREE MONTHS ENDED    ON APRIL 3,
                                                            JULY 31,               1998
                                                  --------------------------    TO JULY 31,
                                                      2004           2003           2004
                                                  -----------    -----------    -----------
<S>                                               <C>            <C>            <C>
OPERATING ACTIVITIES

Net loss                                          $  (639,229)   $  (122,829)   $(5,530,121)
Adjustments to reconcile net
loss to net cash used operating activites
  Stock option compensation expenses                       --         30,010        243,064
  Consulting expenses acquired for shares             219,960        416,900
  Exploration costs acquired for shares                    --             --        137,331
  Equity loss from investment                              --             --         19,713
  Financial services acquired for shares                   --             --         60,000
  Non cash financing expense                               --             --        464,598
  Write-down of exploration property                       --             --        856,359
                                                  -----------    -----------    -----------
Changes in Non-cash Working Capital

   Accounts Recievable                                  9,764          1,345        (10,954)
   Accounts Payable                                   127,903         56,066      1,281,557
                                                  -----------    -----------    -----------
                                                     (281,602)       (35,408)    (2,061,553)
                                                  -----------    -----------    -----------
INVESTING ACTIVITY

   Earth Energy Licence                                    --             --       (106,508)
   Property acquisitions                              (96,708)            --       (762,908)
  Investment in Energy 51 Inc.                        (75,818)            --       (228,618)
                                                  -----------    -----------    -----------
                                                     (172,526)            --     (1,098,034)
                                                  -----------    -----------    -----------
FINANCING ACTIVITIES

   Issuance of shares for cash                         40,000        133,200      1,486,621
   Convertible debentures                              55,333      1,075,708
   Common stock returned to treasury                       --             --        (15,212)
   Share issue costs                                       --             --        (40,586)
   Advances from related parties                       (5,661)       (98,239)       633,646
   Cheques issued in excess of funds on deposit        15,820            447         15,820
                                                  -----------    -----------    -----------
                                                      105,492         35,408      3,155,997
                                                  -----------    -----------    -----------
FOREIGN CURRENCY TRANSLATION                          --               --          3,590
                                                  -----------    -----------    -----------
INFLOW (OUTFLOW) OF CASH                             (348,636)            --             --
CASH, BEGINNING OF PERIOD                             348,636             --             --
                                                  -----------    -----------    -----------
CASH, END OF PERIOD                               $        --    $        --    $        --
                                                  ===========    ===========    ===========
NON-CASH FINANCING ACTIVITITES
   Common stock deemed to be issued
     for resource properties                      $        --    $        --    $   468,779
                                                  ===========    ===========    ===========
  Warrants granted on purchase of
    resource properties                           $        --    $      --      $    50,000
                                                  ===========    ===========    ===========
  Common stock issued for services                $   219,960    $    75,000    $   501,900
                                                  ===========    ===========    ===========
</TABLE>

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        5

<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

1.    BASIS OF PRESENTATION

      These unaudited  consolidated  financial  statements have been prepared in
      accordance  with generally  accepted  accounting  principles in the United
      States of America  for  interim  financial  information.  These  financial
      statements are condensed and do not include all  disclosures  required for
      annual financial statements. The organization and business of the Company,
      accounting  policies  followed by the Company  and other  information  are
      contained in the notes to the Company's audited financial statements filed
      as part of the Company's April 30, 2004 Form 10KSB.

      In the opinion of the Company's management,  these consolidated  financial
      statements  reflect  all  adjustments  necessary  to  present  fairly  the
      Company's  financial  position at July 31, 2004 and April 30, 2004 and the
      results of operations and the statement of cash flows for the three months
      ended July 31, 2004.  The results of operations for the three months ended
      July 31, 2004 are not necessarily indicative of the results to be expected
      for the entire fiscal year.

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

2.    GOING CONCERN

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

      The Company has a working  capital  deficit of  $2,978,204,  minimal other
      capital resources  presently  available to meet obligations which normally
      can be expected to be incurred by similar  companies  and has  accumulated
      stockholder's deficiency of $2,427,099.

      Included in  accounts  payable is $707,944  payable by  Anhydride  Canada.
      Certain of the creditors of Anhydride Canada have threatened  receivership
      proceedings  against  Anhydride  Canada  unless  they  are  paid in  full.
      Anhydride Canada does not have the resources to meet these demands and the
      Company has  determined  that it will not commit  resources  to  Anhydride
      Canada or defend  such  action  should the  creditors  take it. To date no
      formal action has been taken by the Anhydride Canada creditors.


                                       6
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

2.    GOING CONCERN (continued)

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

      These  factors  raise  substantial  doubt about the  Company's  ability to
      continue as a going-concern which is dependent on the Company's 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.

3.    LOSS PER SHARE

      Net loss per share computations is based on the weighted average number of
      shares  outstanding  during the period.  Common stock equivalents have not
      been included as their effects are anti-dilutive.

4.    PROPERTIES

<TABLE>
<CAPTION>

                                 HOCKING
                                LAKE AND
                               HENDAY LAKE      PASQUIA HILLS,          FIREBAG, SASK.
                                PROPERTIES     OIL SHALE PROJECT      TAR SANDS PROJECT
                               (NOTE 4(a))        (NOTE 4(c))             (NOTE 4(d))         TOTAL
                               -----------     -----------------      -----------------    ----------
<S>                            <C>             <C>                    <C>                  <C>
Balance April 30, 2003         $         1     $              --      $              --    $        1
Acquisition of property                 --               118,455                     --       118,455
                               -----------     -----------------      -----------------    ----------
Balance April 30, 2003                   1               118,455                     --       118,456
Acquisition of property                 --                21,076                 75,632        96,708
                               -----------     -----------------      -----------------    ----------
Balance July 31, 2004          $         1     $         139,531      $          75,632    $  215,164
                               ===========     =================      =================    ==========
</TABLE>


      (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
      shares  of the  Company  at a par value of  $0.001  each.  The cost of the
      assets acquired totalled $97,834.


                                       7
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

4.    PROPERTIES (continued)

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

      (b)   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.  During the year ended April 30, 2003, the Company repaid
      the loan in full.

      The Company will continue to hold a 20% interest in the claims transferred
      to UHC regardless of the equity issued  subsequent to the incorporation of
      UHC.  The Company  shall have a carried  interest in the claims until such
      time as a total of $163,334 (CDN - $250,000) inclusive of the $94,080 (CDN
      - $144,000)  required for the first work program has been expended.  As of
      April 30, 2004, $475,584 (2003 - $177,959) had been spent on the property.
      Subsequent  to such  expenditure,  the Company  shall  retain the right to
      participate  on the same  basis as the  investors  in  future  expenditure
      programs on a pro-rata basis. Should the Company not provide the requested
      funds within 30 days of written  demand,  the Company's 20% interest shall
      be reduced in such  manner as may  reasonably  be  negotiated  between the
      parties. During the year ended April 30, 2004 the Company expended $59,525
      to maintain  its 20% interest in the claims and no amounts have been spent
      subsequently.


                                       8
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

4.    PROPERTIES (continued)

      (c)   Pasquia Hills, Oil Shale Project

      During the year ended April 30,  2004,  the Company  acquired the right to
      acquire  a 60%  joint  venture  interest  in the  Pasquia  Hills oil shale
      project, covering approximately 700,000 acres located in the Pasquia Hills
      area of Saskatchewan,  from Western Petrochemicals Corp. ("WPC"). Pursuant
      to the  agreement the Company has made a payment of $26,090 to WPC and has
      paid certain other costs on WPC's behalf.

      During the period the Company  reached an agreement with WPC and its major
      shareholders  to acquire all of the issued and  outstanding  shares of WPC
      for the  equivalent  of up to  900,000  shares  of  preferred  shares  and
      2,000,000 shares of common stock of the Company with certain  registration
      rights.  The preferred  stock are to be  non-dividend  bearing,  carry ten
      votes each and  convertible  into common stock as to ten common shares for
      each preferred share upon the Company  increasing its authorized  capital.
      As the  Company  and  WPC  are  currently  finalizing  the  structure  and
      documentation these shares have not been issued.

      The  Company,  during the year ended April 30,  2004,  also  acquired  the
      rights to a farm-in agreement on the Pasquia Hills land from a non-related
      company for 92,000  shares of common stock  (issued) and a cash payment of
      $29,923.

      (d)   Firebag, Sask., Tar Sands Project

      The Company has an agreement to acquire the Firebag, Saskatchewan prospect
      covering  approximately  2,000 square miles in north western  Saskatchewan
      along the Alberta  border.  The  prospective  lands host Fort McMurray and
      Wabiskaw Palo channel zones containing Athabasca Oil Sands. Currently, the
      Company has an agreement, subject to certain conditions, to purchase a 51%
      interest through the purchase of 100% of the issued and outstanding shares
      of American Oil Sands USA, Inc., a private Nevada company,  for $1,128,159
      ($1,500,000  CDN) of which $225,631  ($300,000 CND) was paid subsequent to
      July 31,  2004 with the  balance  due on or before  October 15, 2004 and a
      $0.11 per barrel royalty.  The Company has also reached another agreement,
      subject to certain  conditions  being met,  with a non-related  party,  to
      purchase  the  remaining  49%  interest in the  prospect  for $752,106 ($1
      million  CDN) and a 2.5%  gross  overriding  royalty,  subject  to certain
      conditions being met. During the period the Company paid $75,632 ($100,000
      CND) and $76,923 ($100,000 CDN) subsequently  pertaining to this agreement
      with the balance being due on October 17, 2004.


                                       9
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

5.    COMMON STOCK

      (a)   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.

      (b)   Stock options

            During the three months ended July 31, 2004,  100,000  stock options
            were  exercised  and issued for cash proceeds of $40,000 and 549,900
            stock  options  were  issued for  services  for deemed  proceeds  of
            $219,960.

      (c)   Settlement with Anhydride Canada Creditors

            In an attempt to settle outstanding liabilities of Anhydride Canada,
            the Company made an offer to creditors to settle  outstanding  debts
            for shares of the  Company at a deemed  price of $0.10 per share for
            every $0.15 CDN of debt held.  The Company has received  acceptances
            from creditors  totalling  $303,781  ($416,484 CDN) which represents
            2,776,560  common  shares.  During the year ended April 30, 2004 the
            Company issued 287,638 shares pursuant to these agreements.

      (d)   Anhydride Petroleum Limited Partnership

            Pursuant to an agreement between the Company and Anhydride Petroleum
            Limited Partnership (the "Limited Partnership"),  the Company agreed
            to acquire the interests of the Limited  Partnership  in a property,
            which the  Company had a interest in but was written off as of April
            30, 2003, for 3,220,000 common shares of the Company.  Subsequent to
            July 31, 2004, 33,333 of these shares have been issued.


                                       10
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

6.    STOCK OPTIONS

      During the year ended April 30, 2000, the Company adopted an incentive and
      a non-statutory  stock option plan. As at April 30, 2004 and July 31, 2004
      the Company had options  outstanding to acquire 1,050,000 shares under the
      2000  plan at  $0.27  per  share  until  August  21,  2006.  There  are no
      additional options available to be issued under this plan.

      During the year ended April 30,  2003,  the  Company  adopted a 2002 Stock
      Option Plan (the "2002 Plan")  which as at April 30, 2004 had  outstanding
      options to acquire up to 455,000 common shares, which were to expire as to
      30,000 at $0.25 per share on May 15,  2004 and 425,000 at $0.25 on May 15,
      2005.  During the three months ended July 31, 2004 the 30,000 options with
      the May 15, 2004 expiry date expired unexercised. As all available options
      under this plan have been issued no additional options maybe granted under
      the 2002 Plan.  Under the 2002 Plan  there  remained  outstanding  425,000
      options to acquire that same number of common shares as at July 31, 2004.

      On  September  18, 2003,  the Company  adopted the 2003b  Incentive  Stock
      Option Plan (the "2003b Plan"),  whereby  2,500,000 shares of common stock
      may be optioned. The stock option plan has not been adopted or ratified by
      the shareholders of the Company.  Incentive  options may be granted at any
      price for a period of up to ten years.  As at April 30,  2004 the  Company
      issued a total of 2,450,100  options to acquire that same number of common
      shares and 49,900 options remained pursuant to this plan. During the three
      months  ended  July 31,  2004 the  Company  granted  49,900  options  to a
      consultant  for  services  and that same number of shares were issued at a
      deemed price of $0.40 per share. There are no additional options available
      to be issued under this plan.

      On October 15, 2003, the Company  adopted the 2003c Stock Plan (the "2003c
      Plan"),  whereby  2,000,000  shares of common stock may be  optioned.  The
      2003c Plan has not been  adopted or  ratified by the  shareholders  of the
      Company.  Incentive options may be granted at any price for a period of up
      to ten years. As at April 30, 2004 there 700,000 options outstanding under
      this plan to acquire that same number of shares as to 600,000 at $0.17 per
      share until  October 15, 2004 and 100,000 at $0.30 until January 27, 2005.
      During the three months ended July 31, 2004,  the Company  issued  100,000
      options to acquire  that same  number of common  shares at $0.40 per share
      until May 4, 2005 which were exercised during the period. The Company also
      granted  500,000  options to consultants for services and that same number
      of shares were issued at a deemed price of $0.40 per share. As at July 31,
      2004 the Company may issue up an additional  700,000  options  pursuant to
      this plan.

      The Company  applies APB  Opinion  No. 25 and related  interpretations  in
      accounting for its stock options granted to employees.


                                       11
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

7.    WARRANTS.

      Pursuant to the issuance of Convertible  Debentures  (Note 12) the Company
      also  issued  2,666,666  warrants.  Each  warrant  entitles  its holder to
      purchase  an  additional  common  share of the  Company  during the period
      January 6, 2004 to  January 6, 2005 at $0.35 per share.  The holder of the
      warrants may elect a cashless exercise of the warrants based on the market
      value of the Company's common shares at the time of exercise.

8.    RELATED PARTY TRANSACTIONS

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

      (a)   During the three months ended July 31, 2004, the Company was charged
            management  fees of  $18,000 by  October  Sun from whom the  Company
            acquired Anhydride USA. October Sun is related to the Company by way
            of significant influence.  As of July 31, 2004, $401,458 was owed to
            October Sun. Of this balance,  up to $400,000 is covered by way of a
            convertible  note which bears  interest  at 6% and may be  converted
            into units at the lower of $0.25 per unit or the then  market  price
            on the date of conversion until December 31, 2004. At April 30, 2004
            and July 31,  2004,  October Sun waived all rights to the  interest.
            Each unit is to  consist of one common  share of the  Company  and a
            warrant to purchase an  additional  common share at 133% of the unit
            price for one year following the date of  conversion.  The units may
            at the holders'  election be issued on a cashless  conversion  basis
            based on the market value at the time of exercise. Any shares issued
            on  conversion  shall  carry  with  them  registration  rights.  The
            balances  of funds  owed are  without  interest  or stated  terms of
            repayment.

      (b)   United  Corporate  Advisors ("UCA") is related to the Company by way
            of common directors.  As of July 31, 2004,  $232,188 was owed to UCA
            and included in due to related parties. Of this balance, $195,000 is
            covered by way of a convertible  note which bears interest at 6% and
            may be  converted  into  units at the lower of $0.25 per unit or the
            then market price on the date of conversion until December 31, 2004.
            At April 30,  2004 and July 31,  2004,  UCA waived all rights to the
            interest. Each unit is to consist of one common share of the Company
            and a warrant to purchase an additional  common share at 133% of the
            unit price for one year following the date of conversion.  The units
            may at the  holders'  election  be issued on a  cashless  conversion
            basis based on the market value at the time of exercise.  Any shares
            issued on conversion shall carry with them registration  rights. The
            balances  of funds  owed are  without  interest  or stated  terms of
            repayment.


                                       12
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

9.    ACCOUNTS PAYABLE

      Accounts  payable  as at July  31,  2004 is made up of  $961,127  in trade
      accounts payable and $302,857 in advances from third parties.

10.   EARTH ENERGY LICENCE AGREEMENT

      On August 12,  2003,  the Company  became  party to an  exclusive  license
      agreement  for  Canada,  Central  and  South  America  with  Earth  Energy
      Resources  Ltd.  ("Earth  Energy")  and West Peak  Ventures of Canada Ltd.
      ("West Peak") for the use of Earth Energy's proprietary catalytic process.
      The process includes a proprietary Catalyst in conjunction with processing
      equipment  to separate  hydrocarbons  from sand,  shale or oil.  Under the
      terms of the underlying  license agreement with Earth Energy,  the Company
      will pay  $375,799  ($500,000  CDN) by 2005 of which it has paid  $106,508
      ($150,000  CDN).  The  Company  will  also  pay a  royalty  of 5% and will
      purchase  catalyst and processing  equipment  from Earth Energy  Resources
      Ltd. for cost plus 25%. The Central and South American  license  agreement
      is a  three-year  option on the same  terms  with the  exception  that the
      license fee is a one-time payment of $500,000 US.

11.   CONTINGENCY

      In a statement of claim filed  against  Anhydride  Canada and others,  the
      plaintiffs  claim  they  owned a 63.3%  interest  in the 7-32  well on the
      Athabasca  prospect.  The claim also seeks  general  damages of $3,800,000
      ($5,000,000  CDN) from the  defendants  as well as  monetary  and  special
      damages as  determined  by the court.  A statement of defense was filed by
      Anhydride Canada, but given that the property has been written off it will
      not be actively pursued. Since filing of the statement of defense in April
      2003,  no  further  action has been taken by the  plaintiff.  The  Company
      believes  the claim is frivolous  and without  merit and as such no amount
      has been accrued by the Company at April 30, 2004 and July 31, 2004.

12.   CONVERTIBLE DEBENTURE

      During the year ended April 30, 2004 the Company  issued  $1,000,000 of 6%
      secured convertible debentures,  which matured June 1, 2004 and were still
      outstanding  at July 31, 2004.  These  debentures are secured by a general
      security agreement over all of the Company's property.  The debentures are
      convertible into common shares at the lower of 70% of the five-day average
      closing price of the Company's common shares or $0.45 per share,  provided
      that while the debentures  are in good standing the conversion  price will
      not be below  $0.15 per  share.  This  resulted  in a  non-cash  financing
      expense  to the  Company  of  $204,705.  The  Company  also  issued to the
      debenture holders 2,666,666 warrants to purchase the same amount of common
      shares.  Additionally,  an expense of $259,893 was recorded to reflect the
      beneficial conversion feature.


                                       13
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                      (UNAUDITED - PREPARED BY MANAGEMENT)

12.   CONVERTIBLE DEBENTURE, CONTINUED

      The Company has granted the holders of the debentures  registration rights
      on the underlying common shares.  The registration  rights agreement calls
      for the  Company for the  underlying  shares to be  registered  by May 29,
      2004.  The Company did not complete  the  registration  of the  underlying
      shares  until  August 19,  2004 and was subject to a penalty of 2% penalty
      every thirty days the registration statement was late. The debentures also
      require that the holders of the debentures agree to the issuance of shares
      in certain  instances.  The Company may redeem the convertible  notes at a
      redemption price of 110% of the principal plus interest.

13.   INVESTMENT IN ENERGY 51 INC.

      On April 7, 2004,  the Company  entered into an equity  participation  and
      farmout  agreement  with  Energy 51 Inc.  ("Energy  51")  pursuant to this
      agreement  the  Company  purchased  750,000  common  shares  of  Energy 51
      representing  15.625% of its  issued and  outstanding  share  capital  for
      $152,800  ($200,000  CDN).  Energy 51 is a privately held Alberta  company
      engaged in the  exploration  and  development  of oil and gas primarily in
      Alberta.  The agreement grants the Company the right to purchase a further
      375,000 common shares for $72,939  ($100,000 CDN) to bring its interest in
      Energy 51 to 20.8% which the  Company  exercised  during the three  months
      ended July 31, 2004.  The Company also has the right to purchase a further
      375,000  common shares for $72,939  ($100,000 CDN) on or before October 1,
      2004. As part of this agreement the Company has to be offered the right to
      participate  on all prospects  generated by Energy 51 until April 1, 2006.
      The  Company  has also  agreed on a best  efforts  basis to  provide up to
      $364,697  ($500,000  CDN) to  Energy  51 for  oilfield  work to be done by
      Energy 51 on or before October 1, 2004.  After October 1, 2004 the Company
      may elect to convert the working capital loan into up to 1,058,825  common
      shares or into a term loan due in two years with a 100% return.

14.   COMMITMENT

      The Company occupies leased premises in Vancouver,  Canada under the terms
      of a lease expiring  January 31, 2006.  Annual rental payments are $14,025
      ($19,228 CDN).


                                       14
<PAGE>


                            URANIUM POWER CORPORATION
                         (AN EXPLORATION STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (U.S. DOLLARS)
                    FOR THE THREE MONTHS ENDED JULY 31, 2003
                      (UNAUDITED - PREPARED BY MANAGEMENT)

15.   SUBSEQUENT EVENTS

      Subsequent to July 31, 2004, the Company:

      a)    The Convertible  Debenture holders converted $621,193 of their notes
            into 2,637,801 common shares of the Company.

      b)    The Company also granted 450,000  options to consultants,  under the
            2003c Plan, for services and that same numbers of shares were issued
            at a deemed price of $0.35 per share.

      c)    The Company gave its Directors a bonus of $138,000 which was used to
            exercise  200,000  options  at $0.25 per share  under the 2000 Plan,
            200,000  options at $0.25  under the 2002 Plan and  200,000  options
            under the 2003c Plan.

      d)    The Company also gave a bonus to two of its  consultants of $68,000,
            which were used to exercise 400,000 options under the 2003c Plan.

      e)    October Sun converted its $400,000  convertible  note into 1,600,000
            common shares and 1,600,000 warrants to purchase that same number of
            common shares at $0.34 each until September 14, 2005.

      f)    United Corporate  Advisors  converted its $195,000  convertible note
            into 780,000 common shars and 780,000 warrants to purchase that same
            number of common shares at $0.34 each until September 14, 2005.

      g)    The Company also entered into three private  placements  whereby for
            the settlement of $476,500 of debt it issued 1,906,000 common shares
            and 1,586,508 warrants to purchase that same number of common shares
            at $0.35 each until September 14, 2006.

      h)    The Company issued $1,500,000 of 6% secured convertible  debentures,
            which  mature  February  28, 2005 and are still  outstanding.  These
            debentures are secured by a general  security  agreement over all of
            the Company's  property.  The debentures are convertible into common
            shares at the lower of 70% of the five-day  average closing price of
            the Company's common shares or $0.45 per share,  provided that while
            the debentures are in good standing the conversion price will not be
            below  $0.15 per share.  The Company  also  issued to the  debenture
            holders  5,666,166  warrants to  purchase  the same amount of common
            shares.  The  Company  has  granted  the  holders of the  debentures
            registration rights on the underlying common shares. The Company may
            redeem the  convertible  notes at a redemption  price of 125% of the
            principal plus interest.


                                       15
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                              FINANCIAL STATEMENTS
                          STATED IN UNITED STATES FUNDS
                            (PREPARED BY MANAGEMENT)
                                  JULY 31, 2004

INDEX

Management's Responsibility for Financial Statements......................... 17

Balance Sheets............................................................... 18

Statement of Stockholders' Deficit........................................... 19

Statement of Operations and Stockholders' Deficit............................ 20

Statement of Cash Flows...................................................... 21

Notes to the Financial Statements............................................ 22


                                       16
<PAGE>


                         MANAGEMENT'S RESPONSIBILITY FOR
                              FINANCIAL STATEMENTS

The accompanying  financial statements of WESTERN PETROCHEMICALS CORP. have been
prepared by the  Company's  management in  accordance  with  Canadian  generally
accepted  accounting  principles and  necessarily  include some amounts based on
informed judgement and management estimates.

To assist  management in fulfilling its  responsibilities,  a system of internal
controls has been established to provide reasonable assurance that the financial
statements are accurate and reliable and that assets are safeguarded.

The board of directors has reviewed and approved these financial statements.




----------------------------
TODD MONTGOMERY
PRESIDENT AND DIRECTOR



                                       17
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                                 BALANCE SHEETS
                          AS AT APRIL 30, 2004 AND 2003
                          STATED IN UNITED STATES FUNDS
================================================================================

                                     ASSETS

                                                   JULY 31,      APRIL 30,
                                                     2004           2004
                                                 -----------    -----------
CURRENT ASSETS
      Cash                                       $    12,908    $    12,304
      Accounts receivable                             76,398          76398
      Deposits                                           365            365
                                                 -----------    -----------
                                                      89,671         89,067

EQUIPMENT (Note 3)                                    42,227         45,651
ASSETS HELD IN TRUST                                  11,611         11,611
                                                 -----------    -----------
                                                 $   143,509    $   146,329

                                  LIABILITIES

CURRENT LIABILITIES
      Notes payable                              $    25,540    $    25,540
      Accounts payable and accrued liabilities       896,906        861,115
                                                 -----------    -----------
                                                     922,446        886,655

SHAREHOLDERS' LOAN (Note 4)                          103,801        103,080
LIABILITY FOR ASSETS HELD IN TRUST                    11,611         11,611
                                                 -----------    -----------
                                                   1,037,858      1,001,346
                                                 -----------    -----------

                             STOCKHOLDERS' DEFICIT

CAPITAL STOCK
  Authorized an unlimited amount of class A
  common shares Issued 22,252925 class
  A common shares for July 31, 2004
  and April 30, 2004                                 712,343        712,343
CUMULATIVE TRANSLATION ADJUSTMENT                   (102,094)      (102,094)
RETAINED EARNINGS (DEFICIT)                       (1,504,598)    (1,465,266)
                                                 -----------    -----------
                                                    (894,349)      (855,017)
                                                 -----------    -----------
                                                 $   143,509    $   146,329
                                                 ===========    ===========

SEE NOTES TO THE FINANCIAL STATEMENTS


                                       18
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                       STATEMENT OF STOCKHOLDERS' DEFICIT
                  FROM INCEPTION OCTOBER 22, 1999 TO APRIL 30,
         2001 AND FOR THE YEARS ENDED APRIL 30, 2002, 2003 AND 2004 AND
                      THE THREE MONTHS ENDED JULY 31, 2004
                          STATED IN UNITED STATES FUNDS



<TABLE>
<CAPTION>

                          NO. OF                     TRANSLATION
                          SHARES         AMOUNT       ADJUSTMENT      DEFICIT         TOTAL
                        -----------   -----------    -----------    -----------    -----------
<S>                     <C>           <C>            <C>            <C>            <C>
Inception
 October 22, 1999
 to April 30, 2001                1   $         1    $        --    $    (3,813)   $    (3,812)
  Cash                    1,629,999       215,807          1,608       (488,593)      (271,178)
  Income tax recovery            --       (43,610)            --             --        (43,610)
  Property               16,000,000        25,555             --             --         25,555
                        -----------   -----------    -----------    -----------    -----------
April 30, 2002           17,630,000       197,753          1,608       (492,406)      (293,045)
  Cash                    4,622,925       618,172        (73,570)      (793,395)      (248,793)
  Income tax recovery            --      (103,582)            --             --       (103,582)
                        -----------   -----------    -----------    -----------    -----------
April 30, 2003           22,252,925       712,343        (71,962)    (1,285,801)      (645,420)
  Cash                           --            --        (30,132)      (179,465)      (209,597)
                        -----------   -----------    -----------    -----------    -----------
April 30, 2004           22,252,925       712,343       (102,094)    (1,465,266)      (855,017)
Cash                             --            --             --        (39,332)       (39,332)
                        -----------   -----------    -----------    -----------    -----------
                         22,252,925   $   712,343    $  (102,094)   $(1,504,598)   $  (894,349)
                        ===========   ===========    ===========    ===========    ===========
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS


                                       19
<PAGE>



                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                STATEMENT OF OPERATIONS AND STOCKHOLDERS' DEFICIT
               FOR THE THREE MONTHS ENDED JULY 31, 2004, 2003, AND
                FROM INCEPTION OCTOBER 22, 1999 TO JULY 31, 2004
                          STATED IN UNITED STATES FUNDS


                                                                 FROM
                                                               INCEPTION
                                    FOR THE THREE MONTHS      OCTOBER 22,
                                        ENDED JULY 31           1999 TO
                                --------------------------     APRIL 30,
                                   2004            2003          2004
                                -----------    -----------    -----------
Expenses

  Exploration costs             $    35,262    $    71,759    $ 1,560,601
  Amortization                        3,424          3,384         34,189
  Interest and bank charges             646             --          3,918
  Miscellaneous                          --             --            995
  Office and general                     --          6,706         14,674
  Professional fees                      --          1,134         37,413
                                -----------    -----------    -----------
Loss before income taxes            (39,332)       (82,983)    (1,651,790)

Income tax recovery                      --             --        147,192
                                -----------    -----------    -----------
NET LOSS                            (39,332)       (82,983)   $(1,504,598)
                                                              ===========

Deficit - beginning of period    (1,465,266)    (1,285,801)
                                -----------    -----------

DEFICIT - END OF PERIOD         $(1,504,598)   $(1,368,784)
                                ===========    ===========


SEE NOTES TO THE FINANCIAL STATEMENTS


                                       20
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                             STATEMENT OF CASH FLOWS
                  FOR THE MONTHS ENDED JULY 31, 2004, 2003, AND
                FROM INCEPTION OCTOBER 22, 1999 TO JULY 31, 2004
                          STATED IN UNITED STATES FUNDS


                                                                       FROM
                                                                     INCEPTION
                                         FOR THE THREE MONTHS       OCTOBER 22,
                                            ENDED JULY 31              1999 TO
                                      --------------------------      JULY 31 ,
                                          2004           2003           2004
                                      -----------    -----------    -----------
Cash provided by (used in)
   OPERATING ACTIVITES:

     Net loss                         $   (39,332)   $   (82,983)   $(1,504,598)
     Items not involving cash:
       Amortization                         3,424          3,384         34,189
       Income tax recovery                     --             --       (147,192)
       Shares issued for properties            --             --         25,555
                                      -----------    -----------    -----------
                                          (35,908)       (79,599)    (1,592,046)
     Non-cash operating working
      capital                              35,791         70,155        820,147
                                      -----------    -----------    -----------
                                             (117)        (9,444)      (771,899)
                                      -----------    -----------    -----------
 CASH (USED IN) INVESTING
   ACTIVITIES                                  --             --        (76,418)
                                      -----------    -----------    -----------
 CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES
    Due to  bank                               --             --             --
    Proceeds from note payable                 --             --         39,404
    Repayment of note payable                  --        (13,869)       (13,866)
    Increase in shareholders' loan            721         50,336        103,801
    Capital stock issuance                     --             --        833,980
                                      -----------    -----------    -----------
                                              721         36,467        963,319
                                      -----------    -----------    -----------
 CURRANCY TRANSLATION
  ADJUSTMENT                                   --        (27,779)      (102,094)
                                      -----------    -----------    -----------
 INCREASE  IN CASH                            604           (756)   $    12,908
                                      -----------    -----------    -----------
 CASH - BEGINNING OF YEAR             $    12,304    $     4,318
                                      ===========    ===========

 CASH - END OF YEAR                   $    12,908    $     3,562
                                      ===========    ===========


SEE NOTES TO THE FINANCIAL STATEMENTS


                                       21
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                          STATED IN UNITED STATES FUNDS

1.    GOING CONCERN AND NATURE OF OPERATIONS

      The accompanying  financial  statements have been prepared on the basis of
      accounting  principles  applicable to a going concern,  which contemplates
      the realization of assets and extinguishments of liabilities in the normal
      course of business. The Company has incurred losses during the period from
      inception, October 22, 1999, to July 31, 2004 of $1,504,598.

      The Company  requires  financing  to fund its future  operations  and will
      attempt to meet its ongoing  liabilities as they fall due through the sale
      of equity securities and/or debt financing. There can be no assurance that
      the Company will be able to raise the  necessary  financing to continue in
      operation or meet its  liabilities  as they fall due or be  successful  in
      achieving profitability from its planning principle operations. Should the
      Company be unable to realize the carrying value of its assets or discharge
      its  liabilities in the normal course of business,  the Company may not be
      able to remain in operation and the net realizable value of its assets may
      be materially less than the amounts recorded on the balance sheet.

      The Company was incorporated  during 2001 under the Business  Corporations
      Act of the Province of Alberta.  The Company is engaged in the business of
      oil and natural gas exploration and acquisition,  primarily as it pertains
      to oil shale deposits. The Company is exploring the oil shale deposits on,
      approximately,   700,000  acres  under  permits,   from  the  Saskatchewan
      Government,  in the  Pasquia  Hills area of northern  Saskatchewan.  These
      permits  were  acquired  from a director  and  officer of the  Company for
      16,000,000 common shares.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The financial  statements have been prepared in accordance with accounting
      principles  generally  accepted  in the  United  States of  America  which
      require  management  to make  estimates  and  assumptions  that affect the
      reported  amount of assets and  liabilities  and  disclosure of contingent
      assets and  liabilities  at the date of the financial  statements  and the
      reported  amount  of  revenues  and  expenses  during  the  period.  These
      estimates are reviewed periodically, and, as adjustments become necessary,
      they are  reported in  earnings in the period in which they become  known.
      The financial statements reflect the following policies:

      EXPLORATION STAGE EXPENDITURES

      The Company  expenses all  expenditures  for  exploration of properties as
      they  are  incurred  where  the  properties  do not  have  proven  mineral
      reserves.

      DEPRECIATION OF NON-RESOURCE ASSETS

      Equipment is recorded at cost less accumulated amortization.  Amortization
      is provided on the  diminishing  balance basis over the  estimated  useful
      life of the assets at the following annual rates:

                  Equipment 30%


                                       22
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                          STATED IN UNITED STATES FUNDS

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES; CONTINUED

FOREIGN CURRENCY TRANSLATION

      The Company's  operations are conducted  principally in Canada,  hence the
      Canadian dollar is the functional  currency which is translated into U. S.
      dollars for reporting purposes as follows:

      (i)   Assets and  liabilities  at the rate of exchange in effect as at the
            balance sheet date; and,

      (ii)  Revenues  and  expenditures  at the average rate of exchange for the
            year.

      Gains and losses  arising from this  translation  of foreign  currency are
      included as a separate component of shareholders' equity (deficit).

      FUTURE INCOME TAXES

      Future income tax assets and liabilities are recognized for the future tax
      consequences  attributable  to  temporary  differences  between  financial
      statement carrying amounts and their tax bases. These amounts are measured
      using  enacted tax rates and  re-measured  annually for the rate  changes.
      Future  income tax assets are  recognized  for the  benefit of  deductions
      available to be carried  forward to future periods for tax purposes,  that
      are likely to be realized.  Future income tax assets are re-assessed  each
      year to determine if a valuation allowance is required.  Any effect of the
      re-measurement or re-assessment is recognized in the period of change.

3.    EQUIPMENT

                                          2004                          2003
                         -------------------------------------------------------
                                       ACCUMULATED      NET BOOK       NET BOOK
                            COST      AMORTIZATION        VALUE          VALUE
                         -------------------------------------------------------
      Equipment          $  77,120    $     34,893      $  42,227      $  58,577
                         =======================================================

4.    SHAREHOLDERS' LOAN

      The loan is non-interest bearing and has no specific terms of repayment.

5.    FINANCIAL INSTRUMENTS

      The  Company's  recognized  financial   instruments  consist  of  accounts
      receivable and accounts payable and accrued liabilities. The fair value of
      these items  approximate  their carrying value given the short term nature
      of the amounts.

      The Company is not exposed to significant interest rate risk.


                                       23
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                         (AN EXPLORATION STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED JULY 31, 2004
                          STATED IN UNITED STATES FUNDS
                            (PREPARED BY MANAGEMENT)

6.    CREDIT RISK

      The Company is not exposed to significant credit risk.

      The  Company  does  not  have a  significant  exposure  to any  individual
      customer  or  counterpart.  Its  accounts  receivable  are mainly from the
      government for GST input tax credits.

7.    SUBSEQUENT EVENT

      Ownershipof  the Company is being  acquired by an  unrelated  corporation,
      Uranium Power  Corporation,  a Colorado  corporation,  engaged in resource
      property acquisitions and exploration.



                                       24
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLANS OF
        OPERATIONS

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

All payments to be made in the future have been expressed in U.S.  dollars using
an exchange rate of $1 U.S. = $1.3296 Cdn.

Plan of Operations

The Company is in the  exploration  stage and does not currently have any income
from  operating  activities.  The  Company  has a  working  capital  deficit  of
$2,978,204  and minimal  other  capital  resources  presently  available to meet
obligations  which normally can be expected to be incurred by similar  companies
and has accumulated  stockholder's deficiency of $2,427,099.  Subsequent to July
31, 2004 existing  convertible  debenture  holders  converted  $621,193 of their
notes into 2,637,801  common shares,  other related parties holding  convertible
notes  converted  $595,000 of them into  2,380,000  common  shares and 2,380,000
warrants to purchase that same number of common shares at $0.34 until  September
14,  2005 and the Company  settled  $476,500  of debt  through  the  issuance of
1,906,000  common shares and 1,586,508  warrants to purchase that same number of
common  shares at $0.35  until  September  14,  2006.  The  Company  also issued
$1,500,000  in new  convertible  debentures,  which mature on February 28, 2005.
Management intends to use these funds to fund the purchase of the Firebag Sask.,
tar sands prospect and to continue the  exploration  of its Pasquia  Hills,  Oil
Shale  prospect.  Management  intends to raise  additional  capital  through the
issuance  of  equity  and or debt to  finance  operations  and  invest  in other
business opportunities, however, no assurance can be given that the Company will
be successful in raising additional capital or that other business opportunities
will be found.

During the period the Company spent  $170,254 in an  exploration  program on its
Pasquia Hills,  Oil Shale  prospect.  This  exploration  work is currently under
evaluation  and based on its outcome this  prospect may become the primary focus
for the Company in the future.

The Company is also in the process of acquiring  the Firebag,  Sask.,  Tar Sands
Prospect  and to date has  advanced  $378,186  towards the  acquisition  of this
property.

The Company  increased its  investment in Energy 51 Inc. by spending  $72,939 to
bring its interest up to 20.8%.  Energy 51 Inc. is a privately  held Alberta oil
and gas exploration company. The Company retains the right to participate on all
prospects  generated by Energy 51 Inc.  through to April 1, 2006 and the Company
is currently evaluating the potential of certain of these projects.

The Company continues to hold its interest in the Earth Energy Licence Agreement
but does  not plan to spent  further  funds  on it at this  time.  Likewise  the
Company continues to hold its 20% interest in Uranium Holdings Corporation which
is  exploring  for uranium but does not intend to spend any further  funds other
than to maintain its interest at this time.


                                       25
<PAGE>


Changes in Financial Condition

During the three months ended July 31, 2004 the primary focus of the Company was
on  the  exploration  of its  Pasquia  Hills,  Oil  Shale  prospect,  completing
agreements to purchase the Firebag Sask., Tar Sands prospect and finding funding
for the Company.  For the three months ended July 31, 2003 the primary  focus of
the Company was on finding a business plan and / or project of significant merit
for the Company and in dealing with the  creditor  and other  issues  related to
failure of the Company's exploration program. Management fees for the quarter of
$18,000  (2003 - $31,333)  decreased  as the  former  president  of the  Company
resigned  and the new  president  of the  Company is not paid a  mangement  fee.
Advertising  and promotion costs of $68,733 (2003 - $28,577) were up as a result
of the Company  actively  seeking  financing  for the Firebag  Sask.,  Oil Sands
prospect.  Consulting expense of $233,239 (2003 - $30,010) were up significantly
as the Company tried to conserve its cash resources by paying  consultants  with
bonus shares.  Included in  consulting  expenses as at July 31, 2004 is $219,410
paid for consulting services.  Travel costs of $6,071 (2003 - $3,134) were up as
a result of increase travel in regard to financing  attempts.  Professional fees
of $67,186 (2003 - $21,126) continued to be a major expense to the Company as it
incurred costs related to evaluating  various business  proposals,  dealing with
Anhydride   Canada's  creditor  situation  and  legal  work  pertaining  to  the
convertible debenture financing. The Company also incurred $55,668 (2003 - $133)
in bank charges and interest  primarily as a result of interest and penalties on
its convertible  debentures which it did not have in the prior period.  As noted
above during the period the Company spent $170,254 on exploration of its Pasquia
Hill,  Oil Shale prospect while during the prior period the Company did not have
any  exploration  projects and was actively  seeking  them. In total the Company
experienced a net loss of $639,229 or $0.03 per share for the three months ended
July 31,  2004,  compared  to a net loss of  $122,829 or $0.01 per share for the
three  months  ended July 31,  2003.  The  Company  expects to continue to incur
operating losses and will continue to be dependent on additional  equity or debt
sales and or property joint ventures to fund its activities in the future.

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

ITEM 3.  CONTROLS AND PROCEDURES

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

Forward-Looking Statements

These  statements  are based on certain  assumptions  and analyses made by us in
light  of our  experience  and our  perception  of  historical  trends,  current
conditions,  expected  future  developments  and other  factors we  believe  are
appropriate  in the  circumstances.  Such  statements are subject to a number of


                                       26
<PAGE>


assumptions,  risks and uncertainties,  including such factors as the volatility
and level of oil and natural gas prices,  uncertainties  in cash flow,  expected
acquisition  benefits,   production  rates  and  reserve  replacement,   reserve
estimates, drilling and operating risks, competition,  litigation, environmental
matters,  the  potential  impact of  government  regulations,  and other matters
discussed  under  the  caption  "Risk  Factors",  many of which are  beyond  our
control.   Readers  are  cautioned  that  forward-looking   statements  are  not
guarantees of future  performance  and that actual results or  developments  may
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

During the period  there were no  material  developments  in the status of legal
proceedings as reported in the April 30, 2004 10K-SB.

ITEM 2.  CHANGES IN SECURITIES; RECENT SALES OF UNREGISTERED SECURITIES

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

         On July 29, 2004 the Company issued bonus shares, under its 2003b Plan,
for consulting services at a deemed price of $0.40 per share as to 49,900 shares
of Common  Stock to Gary  Reid.  The option and  shares  issued  were  issued in
reliance  on the  exemption  from  registration  contained  in Section  4(2) and
Regulation S under the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on August 19, 2004 the Company  issued  Platinum  Partners as to 38,610
shares of Common Stock,  Viscount Investments Ltd. as to 38,610 shares of Common
Stock,  Johnathan  Mayer as to 38,610 shares of Common Stock and JM Investors as
to 38,610  shares of Common Stock all pursuant to the  conversion  $40,000 of 6%
secured  convertible  debentures.  The shares  were  issued in  reliance  on the
exemption from registration contained in Section (3)(a)(9) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on August 20, 2004 the Company issued Alpha Capital AG 96,525 shares of
Common  Stock  pursuant  to the  conversion  $25,000 of 6%  secured  convertible
debentures.   The  shares  were  issued  in  reliance  on  the  exemption   from
registration contained in Section (3)(a)(9) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on August 25, 2004 the Company  issued Bais Yaakov Moishe 25,000 shares
of Common  Stock  pursuant to the  conversion  $6,475 of 6% secured  convertible
debentures.   The  shares  were  issued  in  reliance  on  the  exemption   from
registration contained in Section (3)(a)(9) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on August 31, 2004 the Company issued  Platinum  Partners as to 120,724
shares of Common Stock, Viscount Investments Ltd. as to 160,966 shares of Common
Stock,  JM  Investors as to 120,724  shares of Common  Stock,  Alpha  Capital AG
99,761  shares of Common  Stock and Bais Yaakov  Moishe as to 100,603  shares of
Common  Stock  all  pursuant  to  the  conversion   $144,718.03  of  6%  secured
convertible debentures. The shares were issued in reliance on the exemption from
registration contained in Section (3)(a)(9) of the Act.


                                       27
<PAGE>


         After  the end of the  period  but  prior  to the  preparation  of this
report,  on September 1, 2004 the Company  issued  Powermax  Energy Inc.  50,000
shares of Common  Stock at a deemed  value of $0.38  per  share  pursuant  to an
property purchase agreement.  These shares issued were issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on August 25, 2004 the Company  issued Zenny Trading  255,102 shares of
Common  Stock  pursuant  to the  conversion  $60,000 of 6%  secured  convertible
debentures.   The  shares  were  issued  in  reliance  on  the  exemption   from
registration contained in Section (3)(a)(9) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report, on September 2, 2004 the Company issued 250,000 bonus shares,  under its
2003c Plan, for  consulting  services at a deemed price of $0.45 per share as to
100,000  shares of Common Stock to Tim Brock,  25,000  shares of Common Stock to
Talal  Fouani,  25,000  shares of Common Stock to Beal Fouani,  50,000 shares of
Common Stock to Peter  Matousec and 50,000  shares of Common Stock to Gary Reid.
The option and shares  issued  were issued in  reliance  on the  exemption  from
registration contained in Section 4(2) and Regulation S under the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on September 3, 2004 the Company issued Platinum Partners as to 106,928
shares of Common Stock, Viscount Investments Ltd. as to 106,928 shares of Common
Stock and JM Investors as to 106,928  shares of Common Stock all pursuant to the
conversion $75,000 of 6% secured convertible debentures.  The shares were issued
in reliance on the exemption from registration contained in Section (3)(a)(9) of
the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report, on September 7, 2004 the Company issued Bais Yaakov Moishe as to 100,603
shares of Common  Stock all  pursuant  to the  conversion  $25,000 of 6% secured
convertible debentures. The shares were issued in reliance on the exemption from
registration contained in Section (3)(a)(9) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report, on September 7 the Company issued 33,333 common shares of the Company at
a deemed  price  $0.10 to Richard  Brook,  one of  Anhydride  Petroleum  Limited
Partnership's  limited partners,  pursuant to a property purchase agreement with
Anhydride Petroleum Limited Partnership. These shares were issued in reliance on
the exemption from registration contained in Section 4(2) and Regulation S under
the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on  September  13, 2004 the  Company  issued  shares  upon  exercise of
outstanding options, under its 2000 Plan, at $0.27 per share as to 25,000 shares
of Common Stock to William  Timmins and as to 175,000  shares of Common Stock to
Thornton Donaldson.  The option and shares issued were issued in reliance on the
exemption from registration contained in Section 4(2) and Regulation S under the
Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on  September  13, 2004 the  Company  issued  shares  upon  exercise of
outstanding  options,  under its 2002  Plan,  at $0.25  per share as to  200,000
shares of Common Stock to Thornton Donaldson.  The option and shares issued were
issued in reliance on the exemption from registration  contained in Section 4(2)
and Regulation S under the Act.


                                       28
<PAGE>


         After  the end of the  period  but  prior  to the  preparation  of this
report,  on  September  13, 2004 the  Company  issued  shares  upon  exercise of
outstanding  options,  under its 2003c  Plan,  at $0.17 per share as to  200,000
shares of Common  Stock to George Orr, as to 200,000  shares of Common  Stock to
William  Timmins  and as to 200,000  shares of Common  Stock to Tim  Brock.  The
option  and  shares  issued  were  issued  in  reliance  on the  exemption  from
registration contained in Section 4(2) and Regulation S under the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report, on September 13, 2004 the Company issued; 706,000 shares of Common Stock
and warrants to purchase up to an additional  586,608  shares of Common Stock at
$.035 per share until  September  14, 2006  pursuant to a private  placement for
$176,500  with Larry  Thompson,  600,000  shares of Common Stock and warrants to
purchase up to an additional  499,950  shares of Common Stock at $.035 per share
until  September  14, 2006  pursuant to a private  placement  for $150,000  with
George Orr and 600,000  shares of Common Stock and warrants to purchase up to an
additional 499,950 shares of Common Stock at $.035 per share until September 14,
2006 pursuant to a private placement for $150,000 with Tim Brock. The shares and
warrants were issued in reliance on the exemption from registration contained in
Section 4(2) and Regulation S under the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on September 13, 2004 the Company  issued;  1,600,000  shares of Common
Stock and warrants to purchase up to an  additional  1,600,000  shares of Common
Stock at $0.34 per share until  September 14, 2005 pursuant to the conversion of
a $400,000  convertible  note with October Sun a Nevada  Corporation and 780,000
shares of Common  Stock and  warrants to purchase  up to an  additional  780,000
shares of Common Stock at $0.34 per share until  September  14, 2005 pursuant to
the conversion of a $195,000  convertible  note with United  Corporate  Advisors
Ltd.  The shares and  warrants  were issued in reliance  on the  exemption  from
registration contained in Section 4(2) of the Act .

         After  the end of the  period  but  prior  to the  preparation  of this
report, on September 14, 2004 the Company issued Platinum Partners as to 219,106
shares of Common Stock, Viscount Investments Ltd. as to 219,106 shares of Common
Stock, JM Investors as to 219,106 shares of Common Stock,  Bais Yaakov Moishe as
to 219,106 shares of Common Stock, Johnathan Mayer as to 43,821 shares of Common
Stock and Alpha Capital, AG as to 262,927 shares of Common Stock all pursuant to
the conversion  $270,000 of 6% secured convertible  debentures.  The shares were
issued in reliance  on the  exemption  from  registration  contained  in Section
(3)(a)(9) of the Act..

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on  September  15, 2004 the Company  issued  Zenny  Trading  Ltd. as to
219,106 shares of Common Stock pursuant to the conversion  $50,000 of 6% secured
convertible debentures. The shares were issued in reliance on the exemption from
registration contained in Section (3)(a)(9) of the Act.

         After  the end of the  period  but  prior  to the  preparation  of this
report,  on  September  15,  2004 the  Company  issued  6%  secured  convertible
debentures  and  warrants  to Tayside  Trading  as to  $100,000  in  convertible
debentures  and 333,300  warrants,  JM Investors  as to $220,000 in  convertible
debentures  and 733,260  warrants,  Zenny Trading as to $200,000 in  convertible
debentures and 666,600  warrants,  Viscount  Investments  Ltd. as to $115,000 in
convertible  debentures and 383,295  warrants,  Leon Goldenberg as to $60,000 in
convertible  debentures and 199,980 warrants,  Shalom Torah Center as to $80,000
in convertible  debentures and 266,640 warrants,  Solomon Lesin as to $75,000 in
convertible  debentures  and  249,975  warrants,  Martin  Stern as to $50,000 in
convertible debentures and 166,650 warrants, Platinum Partners as to $250,000 in
convertible debentures and 833,250 warrants, and Alpha Capital as to $350,000 in
convertible debentures and 1,166,550 warrants. Viscount Investments Ltd received
a finders fee on the transaction of $150,000 plus 666,666  warrants.  The shares
and  warrants  were  issued  in  reliance  on the  exemption  from  registration
contained in Section 4(2) of the Act and Rule 506 promulgated thereunder.


                                       29
<PAGE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  3.1      Articles of Incorporation. (1)

                  3.2      Bylaws.(1)

                  4.1      Form of 6% Secured Convertible Debenture due February
                           28, , 2005, filed herewith

                  31.1     Certification  of CEO  Pursuant to Exchange Act Rules
                           13a-14 and 15d-14, as adopted pursuant to Section 302
                           of the Sarbanes-Oxley Act of 2002, filed herewith.

                  31.2     Certification  of CFO  Pursuant to Exchange Act Rules
                           13a-14 and 15d-14, as adopted pursuant to Section 302
                           of the Sarbanes-Oxley Act of 2002, filed herewith.

                  32.1     Certification  of CEO  Pursuant to 18 U.S.C.  Section
                           1350,  as  adopted  pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002, filed herewith.

                  32.2     Certification  of CFO  Pursuant to 18 U.S.C.  Section
                           1350,  as  adopted  pursuant  to  Section  906 of the
                           Sarbanes-Oxley Act of 2002, filed herewith.

----------
(1) Incorporated by reference from Form 10-SB, filed October 14, 1999.

         (b)      Reports on Form 8-K

                  The Company filed no reports on Form 8-K for the quarter ended
                  July 31, 2004.


                                       30
<PAGE>


                                   SIGNATURES

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

                                                  URANIUM POWER CORPORATION

Date:  September 20, 2004                       By: /s/ Thornton J. Donaldson
                                                    ----------------------------
                                                    Thornton J. Donaldson
                                                    President
                                                    Chief Executive Officer
                                                    Chief Financial Officer and
                                                    Director


                                       31