---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB/AAmendment No.
1

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
  SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

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

For the transition period from ______ to ______

Commission File Number 000-50180

URANERZ ENERGY
CORPORATION(Name of small business issuer in its charter)

|NEVADA                          | 98-0365605                          
|------------------------------- | ------------------------------------
|(State or Other Jurisdiction of | (I.R.S. Employer Identification No.)
|Incorporation or Organization)  |                                     

|Suite 1410  800 West Pender Street,     |           
|---------------------------------------- | ----------
|Vancouver, British Columbia              | V6C 2V6   
|(Address of Principal Executive Offices) | (Zip Code)

Issuers Telephone Number (604)
689-1659

Securities registered under Section 12(b) of the Exchange Act:

|Title of each class                  |  | Name of each exchange on which registered
|------------------------------------ |  | -----------------------------------------
|Common
      Stock, $0.001 per share |  |                                          

Securities registered under Section 12(g) of the Exchange Act:
  None(Title of class)

Check whether the Issuer (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 []

Check if there is no disclosure of delinquent filers in response
  to Item 405 of Regulation S-B contained in this form, and no disclosure will
  be contained, to the best of registrants knowledge, in definitive proxy
  or information statements incorporated by reference in Part III of this Form
  10-KSB or any amendment to this Form 10-KSB. [ x ]

Indicate by check mark whether the registrant is a shell company
  (as defined in Rule 12b-2 of the Exchange Act). Yes []
  No [ x ]

State issuers revenues for its most recent fiscal year. Nil

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act.) $50,717,300 as at April 6,
2006

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date: 
31,770,998 Shares of Common Stock as at July 31, 2006

---

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-KSB hereby amends the Companys
original Annual Report on Form 10-KSB for the year ended December 31, 2005,
originally filed with the Securities and Exchange Commission on April 14, 2006,
as follows:

| |  | the Companys audited financial statements for the year
      ended December 31, 2005 are amended to:                                                                                                                                                                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  | The report of Manning Elliott LLP, as independent
        accountants for the Company, has been amended to include reference to
        accumulated results from January 1, 2005 to December 31, 2005. The report
        of former independent accountants, Morgan & Co., was included for
        the accumulated results from May 26, 1999 (inception) to December 31,
        2004 .
| |  |                                                                                                                                                                                                                                                                                                                                                                                         
| |  | Item 11 of the Form 10-KSB entitled Security Ownership
      of Certain Beneficial Owners and Management and Related Stockholder
      Matters is amended to confirm under the heading Equity Compensation Plan
      Information that none of the Companys equity compensation plans have
      been approved by its stockholders.                                                

- 2 -

---

PART II

|Item 7. | Financial Statements
|------- | --------------------

Our audited financial statements, as set forth below, are
included with this Annual Report on Form 10-KSB.

|                                                                                                                                                                        | PAGE
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Auditors Report                                                                                                                                                        | F-1 
|                                                                                                                                                                        |     
|Consolidated Balance Sheets,
      December 31, 2005 and 2004                                                                                                           | F-3 
|                                                                                                                                                                        |     
|Consolidated Statements
      of Operations for the years ended December 31, 2005 and 2004 and for the
      period from inception (May 26, 1999) to December 31, 2005  | F-4 
|                                                                                                                                                                        |     
|Consolidated Statements
      of Cash Flows for the years ended December 31, 2005 and 2004 and for the
      periods from inception (May 26, 1999) to December 31, 2005 | F-5 
|                                                                                                                                                                        |     
|Consolidated Statements
      of Stockholders Equity for the period from inception (May 26, 1999)
      to December 31, 2005                                           | F-6 
|                                                                                                                                                                        |     
|Notes to Consolidated Financial
      Statements                                                                                                                        | F-7 

- 3 -

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  September 30, 2005 
  (Expressed in US dollars)



Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
  Uranerz Energy Corporation (formerly Carleton Ventures Corp.)
  (An Exploration Stage Company)

We have audited the accompanying balance sheet of Uranerz Energy
  Corporation (formerly Carleton Ventures Corp.) as of December 31, 2005, and
  the related statements of operations, cash flows and stockholders' equity for
  the year then ended and accumulated from January 1, 2005 to December 31, 2005.
  These financial statements are the responsibility of the Company's management.
  Our responsibility is to express an opinion on these financial statements based
  on our audit. The accompanying balance sheet of Uranerz Energy Corporation as
  of December 31, 2004 and the related statements of operations, cash flows and
  stockholders' deficit for the year then ended and accumulated for the period
  from May 26, 1999 (Date of Inception) to December 31, 2004, were audited by
  other auditors in their report dated March 18, 2005. Those auditors expressed
  an unqualified opinion on those financial statements and included an explanatory
  paragraph describing the substantial doubt about the Company's ability to continue
  as a going concern.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of Uranerz Energy Corporation
  as of December 31, 2005, and the results of its operations and its cash flows
  for the year then ended and accumulated from January 1, 2005 to December 31,
  2005, in conformity with accounting principles generally accepted in the United
  States.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has not generated any revenue and has incurred
  significant operating losses since inception. These factors raise substantial
  doubt about the Companys ability to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 23, 2006

F-1

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of 
  Carleton Ventures Corp. 
  (An exploration stage company)

We have audited the accompanying balance sheet of Carleton Ventures
  Corp. (an exploration stage company) as at December 31, 2004 and the related
  statements of operations, cash flows, and stockholders deficiency for
  the year ended December 31, 2004, and for the cumulative period from May 26,
  1999 (date of inception) to December 31, 2004. These financial statements are
  the responsibility of the Company's management. Our responsibility is to express
  an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance whether the
  financial statements are free of material misstatement. An audit includes examining,
  on a test basis, evidence supporting the amounts and disclosures in the financial
  statements. An audit also includes assessing the accounting principles used
  and significant estimates made by management, as well as evaluating the overall
  financial statement presentation. We believe that our audit provides a reasonable
  basis for our opinion.

In our opinion, these financial statements present fairly, in
  all material respects, the financial position of the Company as at December
  31, 2004 and the results of its operations and its cash flows for the periods
  indicated in conformity with United States generally accepted accounting principles.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company incurred a net loss of $148,306 since inception,
  has not attained profitable operations and is dependent upon obtaining adequate
  financing to fulfil its exploration activities. These factors raise substantial
  doubt that the Company will be able to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

|Vancouver, Canada | Morgan & Company   
|----------------- | ---------------------
|                  |                      
|March 18, 2005    | Chartered Accountants

|Tel: (604) 687-5841 |                                     | P.O. Box 10007 Pacific Centre
|------------------- | ----------------------------------- | -----------------------------
|Fax: (604) 687-0075 | Sute 1488 - 700 West Georgia Street
|www.morgan-cas.com  | Vancouver, B.C. V7Y 1A1            

F-2

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Balance Sheets 
  (Expressed in US dollars)

|                                                                           |  | December 31, |   |  | December 31, |  
|-------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                           |  | 2005         |   |  | 2004         |  
|                                                                           |  | $            |   |  | $            |  
|ASSETS                                                                     |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|Current Assets                                                             |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|Cash                                                                       |  | 1,925,021    |   |  | 7,470        |  
|Prepaid expenses (Note 5(a) and (b)                                        |  | 20,686       |   |  |             |  
|Advances to related party (Note
      5(d))                                |  | 23,358       |   |  |             |  
|                                                                           |  |              |   |  |              |  
|Total Current Assets                                                       |  | 1,969,065    |   |  | 7,470        |  
|                                                                           |  |              |   |  |              |  
|Property and Equipment (Note 3)                                            |  | 9,278        |   |  |             |  
|                                                                           |  |              |   |  |              |  
|Total Assets                                                               |  | 1,978,343    |   |  | 7,470        |  
|                                                                           |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                             |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|Current Liabilities                                                        |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|Accounts payable                                                           |  | 27,699       |   |  | 14,278       |  
|Accrued liabilities                                                        |  | 22,087       |   |  |             |  
|Due to
      related parties (Note 5)                                      |  | 143,700      |   |  | 50,823       |  
|                                                                           |  |              |   |  |              |  
|Total Liabilities                                                          |  | 193,486      |   |  | 65,101       |  
|                                                                           |  |              |   |  |              |  
|Commitments and Contingencies (Notes 1, 4 and 8)                           |  |              |   |  |              |  
|Subsequent Events (Note 10)                                                |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|Stockholders Equity (Deficit)                                             |  |              |   |  |              |  
|                                                                           |  |              |   |  |              |  
|Preferred Stock, 10,000,000 shares authorized,
      $0.001 par value;     |  |              |   |  |              |  
|Nil shares issued and outstanding                                          |  |             |   |  |             |  
|                                                                           |  |              |   |  |              |  
|Common Stock, 100,000,000 shares authorized, $0.001 par value;             |  |              |   |  |              |  
|21,995,000 and 5,640,500 shares issued and
      outstanding, respectively |  | 21,995       |   |  | 5,641        |  
|                                                                           |  |              |   |  |              |  
|Additional Paid-in Capital                                                 |  | 6,913,393    |   |  | 85,034       |  
|                                                                           |  |              |   |  |              |  
|Deficit Accumulated During the Exploration Stage                           |  | (5,150,531   | ) |  | (148,306     | )
|                                                                           |  |              |   |  |              |  
|Total Stockholders Equity (Deficit)                                       |  | 1,784,857    |   |  | (57,631      | )
|                                                                           |  |              |   |  |              |  
|Total Liabilities and Stockholders Equity (Deficit)                       |  | 1,978,343    |   |  | 7,470        |  

(The accompanying notes are an integral part of these financial
  statements)

F-3

---

Uranerz Energy Corporation
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Statements of Operations 
  (Expressed in US dollars)

|                                                 |  | Accumulated From    |   |  |              |   |  |           |  
|------------------------------------------------ |  | ------------------- | - |  | ------------ | - |  | --------- | -
|                                                 |  | May 26, 1999        |   |  |              |   |  |           |  
|                                                 |  | (Date of Inception) |   |  | Years Ended  |  
|                                                 |  | to December 31,     |   |  | December 31, |  
|                                                 |  | 2005                |   |  | 2005         |   |  | 2004      |  
|                                                 |  | $                   |   |  | $            |   |  | $         |  
|                                                 |  |                     |   |  |              |   |  |           |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Revenue                                          |  |                    |   |  |             |   |  |          |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Expenses                                         |  |                     |   |  |              |   |  |           |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Depreciation                                     |  | 1,207               |   |  | 1,207        |   |  |          |  
|Foreign exchange loss                            |  | 3,794               |   |  | 3,794        |   |  |          |  
|General and administrative
      (Notes 5 and 6) |  | 4,590,652           |   |  | 4,482,133    |   |  | 18,227    |  
|Impairment loss on mineral properties            |  | 340,195             |   |  | 315,143      |   |  |          |  
|Mineral exploration                              |  | 103,850             |   |  | 89,115       |   |  | 1,869     |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Total Operating Expenses                         |  | 5,039,698           |   |  | 4,891,392    |   |  | 20,096    |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Operating Loss                                   |  | (5,039,698          | ) |  | (4,891,392   | ) |  | (20,096   | )
|                                                 |  |                     |   |  |              |   |  |           |  
|Other Income (Expense)                           |  |                     |   |  |              |   |  |           |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Mineral property option
      payment received   |  | 21,167              |   |  | 21,167       |   |  |          |  
|Loss on settlement of debt                       |  | (132,000            | ) |  | (132,000     | ) |  |          |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Net Loss                                         |  | (5,150,531          | ) |  | (5,002,225   | ) |  | (20,096   | )
|                                                 |  |                     |   |  |              |   |  |           |  
|Net Loss Per Share
       Basic and Diluted     |  |                     |   |  | (0.38        | ) |  |          |  
|                                                 |  |                     |   |  |              |   |  |           |  
|Weighted Average Shares Outstanding              |  |                     |   |  | 12,995,000   |   |  | 5,640,500 |  

(The accompanying notes are an integral part of these financial
  statements)

F-4

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Statements of Cash Flows 
  (Expressed in US dollars)

|                                                                              |  | Accumulated From  |   |  |              |   |  |         |  
|----------------------------------------------------------------------------- |  | ----------------- | - |  | ------------ | - |  | ------- | -
|                                                                              |  | May 26, 1999(Date |   |  |              |   |  |         |  
|                                                                              |  | of Inception)     |   |  | Year Ended   |  
|                                                                              |  | to December 31,   |   |  | December 31, |  
|                                                                              |  | 2005              |   |  | 2005         |   |  | 2004    |  
|                                                                              |  | $                 |   |  | $            |   |  | $       |  
|Operating Activities                                                          |  |                   |   |  |              |   |  |         |  
|Net loss                                                                      |  | (5,150,531        | ) |  | (5,002,225   | ) |  | (20,096 | )
|Adjustments to reconcile net loss to cash
      used in operating activities: |  |                   |   |  |              |   |  |         |  
|Depreciation                                                                  |  | 1,207             |   |  | 1,207        |   |  |        |  
|Impairment loss on
      mineral properties                                   |  | 340,196           |   |  | 315,143      |   |  |        |  
|Loss
      on settlement of debt                                              |  | 132,000           |   |  | 132,000      |   |  |        |  
|Stock-based compensation                                                      |  | 3,823,975         |   |  | 3,808,975    |   |  |        |  
|Changes in operating assets
      and liabilities:                            |  |                   |   |  |              |   |  |         |  
|Prepaid expenses                                                              |  | (20,686           | ) |  | (20,686      | ) |  |        |  
|Accounts
      payable and accrued liabilities                                |  | 169,909           |   |  | 115,508      |   |  | 16,819  |  
|Due to related parties                                                        |  | 69,519            |   |  | 69,519       |   |  |        |  
|Net Cash Used in Operating Activities                                         |  | (634,411          | ) |  | (580,559     | ) |  | (3,277  | )
|Investing Activities                                                          |  |                   |   |  |              |   |  |         |  
|Acquisition of mineral
      properties                                       |  | (340,196          | ) |  | (315,143     | ) |  |        |  
|Purchase of property, plant and equipment                                     |  | (10,485           | ) |  | (10,485      | ) |  |        |  
|Net Cash Flows Used In Investing Activities                                   |  | (350,681          | ) |  | (325,628     | ) |  |        |  
|Financing Activities                                                          |  |                   |   |  |              |   |  |         |  
|Advances from related
      party                                             |  | 10,700            |   |  |             |   |  | 10,700  |  
|Proceeds from issuance of common stock                                        |  | 2,899,413         |   |  | 2,823,738    |   |  |        |  
|Net Cash Flows Provided By Financing Activities                               |  | 2,910,113         |   |  | 2,823,738    |   |  | 10,700  |  
|Increase In Cash                                                              |  | 1,925,021         |   |  | 1,917,551    |   |  | 7,423   |  
|Cash - Beginning of Period                                                    |  |                  |   |  | 7,470        |   |  | 47      |  
|Cash - End of Period                                                          |  | 1,925,021         |   |  | 1,925,021    |   |  | 7,470   |  
|                                                                              |  |                   |   |  |              |   |  |         |  
|Non-cash Investing and Financing Activities                                   |  |                   |   |  |              |   |  |         |  
|Common stock issued to settle debt                                            |  | 212,000           |   |  | 212,000      |   |  |         |  
|Common stock issued for mineral property                                      |  | 15,000            |   |  |             |   |  |        |  
|                                                                              |  |                   |   |  |              |   |  |         |  
|Supplemental Disclosures                                                      |  |                   |   |  |              |   |  |         |  
|Interest paid                                                                 |  |                  |   |  |             |   |  |        |  
|Income taxes paid                                                             |  |                  |   |  |             |   |  |        |  

(The accompanying notes are an integral part of these financial
  statements)

F-5

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Statements of Stockholders Equity (Deficit) 
  For the Period from May 26, 1999 (Date of Inception) to December 31, 2005
  (Expressed in US dollars)

|                                                          |              |  |         |  |             |  | Deficit     |   |            |  
|--------------------------------------------------------- | ------------ |  | ------- |  | ----------- |  | ----------- | - | ---------- | -
|                                                          |              |  |         |  |             |  | Accumulated |   |            |  
|                                                          |              |  |         |  | Additional  |  | During the  |   |            |  
|                                                          | Common Stock |  | Paid-in |  | Exploration |  |             |  
|                                                          | Shares       |  | Amount  |  | Capital     |  | Stage       |   | Total      |  
|                                                          | #            |  | $       |  | $           |  | $           |   | $          |  
|Balance, May 26, 1999 (Date of inception)                 | -            |  | -       |  | -           |  | -           |   | -          |  
|Net loss for the
      period                             | -            |  | -       |  | -           |  | (2,465      | ) | (2,465     | )
|Balance, December 31, 1999                                | -            |  | -       |  | -           |  | (2,465      | ) | (2,465     | )
|Net loss for the
      year                               | -            |  | -       |  | -           |  | -           |   | -          |  
|Balance, December 31, 2000                                | -            |  | -       |  | -           |  | (2,465      | ) | (2,465     | )
|Shares issued for cash at $0.001 per share                | 1,500,000    |  | 1,500   |  | -           |  | -           |   | 1,500      |  
|Shares issued for cash at $0.01 per share                 | 2,500,000    |  | 2,500   |  | 22,500      |  | -           |   | 25,000     |  
|Shares issued to acquire mineral property interest        |              |  |         |  |             |  |             |   |            |  
|at $0.01 per share                                        | 1,500,000    |  | 1,500   |  | 13,500      |  | -           |   | 15,000     |  
|Shares issued for cash at $0.35 per share                 | 90,500       |  | 91      |  | 31,584      |  | -           |   | 31,675     |  
|Net loss for the year                                     | -            |  | -       |  | -           |  | (47,158     | ) | (47,158    | )
|Balance, December 31, 2001                                | 5,590,500    |  | 5,591   |  | 67,584      |  | (49,623     | ) | 23,552     |  
|Shares issued for cash at $0.35 per share                 | 50,000       |  | 50      |  | 17,450      |  | -           |   | 17,500     |  
|Net loss for the
      year                               | -            |  | -       |  | -           |  | (51,671     | ) | (51,671    | )
|Balance, December 31, 2002                                | 5,640,500    |  | 5,641   |  | 85,034      |  | (101,294    | ) | (10,619    | )
|Net loss for the
      year                               | -            |  | -       |  | -           |  | (26,916     | ) | (26,916    | )
|Balance, December 31, 2003                                | 5,640,500    |  | 5,641   |  | 85,034      |  | (128,210    | ) | (37,535    | )
|Net loss for the
      year                               | -            |  | -       |  | -           |  | (20,096     | ) | (20,096    | )
|Balance, December 31, 2004                                | 5,640,500    |  | 5,641   |  | 85,034      |  | (148,306    | ) | (57,631    | )
|Shares issued for cash at $0.10 per share,                |              |  |         |  |             |  |             |   |            |  
|net of issue costs of $911                                | 6,959,500    |  | 6,959   |  | 688,080     |  | -           |   | 695,039    |  
|Shares issued for cash at $0.40 per unit,                 |              |  |         |  |             |  |             |   |            |  
|net of issue costs of $43,076                             | 5,420,000    |  | 5,420   |  | 2,119,504   |  | -           |   | 2,124,924  |  
|Shares issued to settle debt                              | 200,000      |  | 200     |  | 211,800     |  | -           |   | 212,000    |  
|Shares issued for compensation to related                 |              |  |         |  |             |  |             |   |            |  
|parties with a fair value of $1.01 per share (Note 6(d)). | 3,775,000    |  | 3,775   |  | 3,808,975   |  | -           |   | 3,812,750  |  
|Net loss for the year                                     | -            |  | -       |  | -           |  | (5,002,225  | ) | (5,002,225 | )
|Balance, December 31, 2005                                | 21,995,000   |  | 21,995  |  | 6,913,393   |  | (5,150,531  | ) | 1,784,857  |  

(The accompanying notes are an integral part of these financial
  statements)

F-6

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Uranerz Energy Corporation (the Company)
        was incorporated in the State of Nevada, U.S.A. on May 26, 1999 under
        the name Carleton Ventures Corp. Effective July 5, 2005 the Company changed
        its name to Uranerz Energy Corporation. The Company has acquired mineral
        property interests in Canada, Mongolia and United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company is an Exploration Stage Company,
        as defined by Statement of Financial Accounting Standard (SFAS)
        No.7 Accounting and Reporting by Development Stage Enterprises.
        The Companys principal business is the acquisition and exploration
        of uranium and mineral resources. The Company has not presently determined
        whether its properties contain mineral reserves that are economically
        recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | These financial statements have been prepared
        on a going concern basis, which implies the Company will continue to realize
        its assets and discharge its liabilities in the normal course of business.
        The Company has not generated any revenue since inception and has never
        paid any dividends and is unlikely to pay dividends or generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations and to determine the existence, discovery
        and successful exploitation of economically recoverable reserves in its
        resource properties, confirmation of the Companys interests in the
        underlying properties, and the attainment of profitable operations. As
        at December 31, 2005, the Company has working capital of $1,775,579, and
        has accumulated losses of $5,150,531 since inception. These factors raise
        substantial doubt regarding the Companys ability to continue as
        a going concern. These financial statements do not include any adjustments
        to the recoverability and classification of recorded asset amounts and
        classification of liabilities that might be necessary should the Company
        be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Subsequent to year end, the Company issued
        7,245,000 units at $1.00 per unit to raise cash proceeds of $7,245,000,
        before issue costs. Refer to Note 10(d).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-7

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | e)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | f)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | g)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | h)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | i)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   | j)                                                            
|   |                                                               
|   |                                                               

F-8

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | k)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   | l)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-9

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | m)                                                            
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Property and Equipment                                        

| |                   |  |        |  |  |              |  |  | December 31, |  |  | December 31, | 
| | ----------------- |  | ------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                   |  |        |  |  |              |  |  | 2005         |  |  | 2004         | 
| |                   |  |        |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                   |  | Cost   |  |  | Depreciation |  |  | Value        |  |  | Value        | 
| |                   |  | $      |  |  | $            |  |  | $            |  |  | $            | 
| |                   |  |        |  |  |              |  |  |              |  |  |              | 
| | Computer hardware |  | 10,485 |  |  | 1,207        |  |  | 9,278        |  |  |             | 

|4. | Mineral Properties
|-- | ------------------
|   |                   
|   | a)                
|   |                   
|   | b)                
|   |                   
|   |                   
|   |                   
|   | c)                
|   |                   
|   | d)                
|   |                   
|   | e)                
|   |                   
|   | f)                
|   |                   
|   | g)                
|   |                   
|   | h)                

F-10

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|5. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        
|   |                           
|   | f)                        
|   |                           
|   | g)                        
|   |                           
|   | h)                        
|   |                           
|6. | Common Stock              
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        

F-11

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|7. | Share Purchase Warrants                                                                      
|-- | ---------------------------------------------------------------------------------------------
|   |                                                                                              
|   | A summary of the changes in the Companys stock
        purchase warrants is presented below:

| |                                     |  |           |  |  | Weighted |  |  |  | 
| | ----------------------------------- |  | --------- |  |  | -------- |  |  |  | 
| |                                     |  |           |  |  | Average  |  |  |  | 
| |                                     |  |           |  |  | Exercise |  |  |  | 
| |                                     |  | Number    |  |  | Price    |  |  |  | 
| |                                     |  |           |  |  |          |  |  |  | 
| | Balance, December 31, 2003 and 2004 |  |          |  |  |         |  |  |  | 
| |                                     |  |           |  |  |          |  |  |  | 
| | Issued                              |  | 2,710,000 |  |  | 0.60     |  |  |  | 
| |                                     |  |           |  |  |          |  |  |  | 
| | Balance, December 31, 2005          |  | 2,710,000 |  |  | 0.60     |  |  |  | 

As at the December 31, 2005, the following
  share purchase warrants were outstanding:

Number ofWarrants
      Exercise Price
      Expiry Date2,622,500
      0.60
      October 17, 200687,500
      0.60
      November 17, 20062,710,000
      0.60


|8. | Commitments
|-- | -----------
|   |            
|   | a)         

2006
      $126,1002007
      126,1002008
      84,100$336,300


| | b) | The Company entered into an agreement with a company
        effective November 1, 2005 for public and investor relations services
        to be provided to the Company for an initial term of one year at $5,000
        per month.                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                     
| | c) | The Company entered into an agreement with a company
        effective November 1, 2005 for public relations services to be provided
        to the Company for an initial term of three months. The Company agreed
        to pay $6,000 per month, and is to issue 100,000 shares of common stock.
| |    |                                                                                                                                                                                                                                                                                                     
| | d) | On July 1, 2005, the Company entered into an agreement
        with a company controlled by a director of the Company for consulting
        services to be provided to the Company at $8,598 (Cdn$10,000) per month.                                                                               
| |    |                                                                                                                                                                                                                                                                                                     
| | e) | On May 24, 2005, the Company entered into an agreement
        to acquire certain uranium related data and receive consulting services.
        The Company must pay $24,000 for the data, payable $2,000 per month over
        twelve months.                                                     
| |    |                                                                                                                                                                                                                                                                                                     
| | f) | On March 1, 2005, the Company entered into an agreement
        with a company controlled by the President of the Company for consulting
        services to be provided to the Company at $8,020 per month.                                                                                        

F-12

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|9. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Potential benefits of income tax losses are not recognized
        in the accounts until realization is more likely than not. The Company
        has net operating losses of approximately $1,194,000, which commence expiring
        in 2019. Pursuant to SFAS No. 109 the Company is required to compute tax
        asset benefits for net operating losses carried forward. The potential
        benefits of net operating losses have not been recognized in these financial
        statements because the Company cannot be assured it is more likely than
        not it will utilize the net operating losses carried forward in future
        years. For the years ended December 31, 2005 and 2004, the valuation allowance
        established against the deferred tax assets increased by $371,300 and
        $7,000, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The components of the net deferred tax asset at December
        31, 2005 and 2004, and the statutory tax rate, the effective tax rate
        and the elected amount of the valuation allowance are indicated below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2005
      2004$
      $Net Operating Losses Carried Forward
      1,194,000
      133,000Statutory Tax Rate
      35%
      35%Effective Tax Rate
      
      Deferred Tax Asset
      417,900
      46,600Valuation Allowance
      (417,900)
      (46,600)Net Deferred Tax
        Asset
      
      


|10. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               
|    |                  
|    | c)               
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  
|    |                  

In addition, the Optionee must make
  the following expenditures:

| | (i)   | $400,000 in year 2006;    
| | ----- | --------------------------
| | (ii)  | $500,000 in year 2007;    
| | (iii) | $900,000 in year 2008; and
| | (iv)  | $1,200,000 in year 2009.  

Once the Optionee has earned a 55% interest,
  the Company will have the right to earn back a 6% interest by spending $300,000.

F-13

---

Uranerz Energy Corporation 
  (formerly Carleton Ventures Corporation) 
  (An Exploration Stage Company) 
  Notes to the Financial Statements 
  December 31, 2005 
  (Expressed in US dollars)

|10. | Subsequent Events (continued)
|--- | -----------------------------
|    |                              
|    | d)                           

F-14

---

PART III

|Item 11. | Security Ownership of Certain Beneficial
      Owners and Management and Related **Stockholder Matters**
|-------- | --------------------------------------------------------------------------------------------------------

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of March 25, 2006
by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) each of our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown.

Title of Class
      Name and Address
      Of Beneficial Owner
      Number of Shares
      of Common Stock
      Percentage of Common Stock(1)Directors and OfficersCommon Stock
      Dennis L. Higgs 
        Director,
      Chairman 1410  800 West Pender Street Vancouver, British Columbia
      Canada, V6C 2V6
      4,551,501 (2)
      15.05%Common Stock
    Aileen Lloyd
      Director, Chief Financial Officer Secretary 1410  800 West
      Pender Street Vancouver, British Columbia Canada, V6C 2v6
    1,575,000 (3)
    5.23%Common Stock
    Glenn Catchpole
      Director, President 222 Carriage Circle Cheyenne, WY, 82009
    1,780,000 (4)
    5.89%Common Stock
    Paul Saxton Director
      188 Stonegate Drive Furry Creek, British Columbia V0N 3G4
    250,000 (5)
    .83%Common Stock
    Dr. Gerhard Kirchner
      Director 330  325 Keevil Crescent Saskatoon, Saskatchewan
      British Columbia, S7N 4R8
    750,000 (6)
    2.49%Common Stock
    George Hartman
      Director, Vice President P.O. Box 50850 Casper, Wyoming
      82605-0850
    960,800 (7)
    3.17%Common Stock
    All Directors and Officers
      as a group (6 persons)
    9,867,301
    33.11


- 4 -

---

Title of Class
      Name and Address
      Of Beneficial Owner
      Number of Shares of
      Common Stock
      Percentage of Common Stock(1)5% StockholdersCommon Stock
      Darcy Higgs 
        4756 Drummond
      Drive Vancouver, British Columbia Canada, V6T 1B4
      1,955,000 (8)
      6.56%


|(1) | The percent of class is based on 29,801,375of
      common stock issued and outstanding as of March 25, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(2) | Includes 2,250,834 shares in the name of Dennis Higgs,
      375,000 shares held in the name of Senate Equities Corp., which is wholly
      owned by Menace Capital Corp., which is in turn wholly owned by Dennis
      Higgs, and 1,500,000 shares were acquired in the name of Senate Capital
      Group Inc. in exchange for the assignment of the mineral claims. Senate
      Capital is wholly owned by Dennis Higgs. Includes 75,667 shares that can
      be acquired upon the exercise of warrants and includes 350,000 shares that
      can be acquired upon the exercise of stock options.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | Includes 1,050,000 shares in the name of Aileen Lloyd and
      250,000 in the name of her husband, Gordon Lloyd.; includes 25,000 shares
      upon the exercise of warrants and 250,000 shares upon the exercise of
      stock options;                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(4) | Includes 1,370,000 shares held in the name of Glenn
      Catchpole, 60,000 shares that can be acquired upon the exercise of
      warrants and 350,000 shares that can be acquired upon the exercise of
      stock options.                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(5) | Includes 100,000 shares held in the name of Paul Saxton
      and 150,000 shares that can be acquired upon the exercise of stock
      options.                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(6) | Includes 450,000 shares held in the name of Gerhard
      Kirchner, 25,000 shares that can be acquired upon the exercise of warrants
      and 275,000 shares that can be acquired upon the exercise of stock
      options.                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(7) | Includes 500,000 shares held in the names of George
      Hartman and 460,800 shares that can be acquired upon the exercise of stock
      options.                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(8) | Includes 1,605,000 shares held in the names of Darcy
      Higgs and 350,000 shares held in the name of Santorini Investments Ltd.
      Santorini Investments Ltd. Santorini is wholly-owned by Carleen Higgs,
      wife of Darcy Higgs.                                                                                                                                                                                                                                                                                                                                                               

It is believed by us that all persons named have full voting
and investment power with respect to the shares indicated, unless otherwise
noted in the table. Under the rules of the Securities and Exchange Commission, a
person (or group of persons) is deemed to be a "beneficial owner" of a security
if he or she, directly or indirectly, has or shares the power to vote or to
direct the voting of such security, or the power to dispose of or to direct the
disposition of such security. Accordingly, more than one person may be deemed to
be a beneficial owner of the same security. A person is also deemed to be a
beneficial owner of any security which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common stock. In
computing the percentage ownership of any person in the table above, the amount
of shares outstanding is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as shown
in this table does not necessarily reflect the persons actual ownership or
voting power with respect to the number of shares of common stock actually
outstanding on March 25, 2006

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

- 5 -

---

EQUITY COMPENSATION PLAN INFORMATION

As at December 31, 2005, we had one equity compensation plan
under which our common shares have been authorized for issuance to our officers,
directors, employees and consultants, namely our 2005 Stock Option Plan. Our
2005 Stock Option Plan has not been approved by our shareholders.

The following summary information is presented for our 2005
Stock Option Plan as of December 31, 2005.

Number of
      Securities to be Issued Upon Exercise of
      Outstanding Options, Warrants and Rights
      Weighted
      Average Exercise Price of Outstanding Options,
      Warrants and Rights
      Number of Securities Remaining Available for Future Issuance Under
      Equity Compensation Plans (Excluding Securities
      Reflected in Column (a))Plan Category
    (a)
    (b)
    (c)Equity Compensation Plans Approved By
      Security Holders
    Not Applicable
    Not Applicable
    Not ApplicableEquity Compensation Plans Not Approved By Security Holders
    Nil
    Not Applicable
    10,000,000


As disclosed above under Executive Compensation  Stock Option
Grants, we have granted options to purchase shares of our common stock under
our 2005 Stock Option Plan subsequent to December 31, 2005.

|ITEM 13. | EXHIBITS
|-------- | --------

The following exhibits are attached to this Annual Report on
Form 10-KSB:

Exhibit Number
    Description3.1
    Articles of Incorporation (1)3.2
    Bylaws, as amended
      (1)3.3
    Articles of Amendment
      (3)4.1
    Share Certificate
      (1)10.1
    Office and Administration
      Services Agreement between the Company and Senate Capital Group Inc. dated
      September 1, 2005 (2)10.2
    Agreement for Services between
      the Company and Highlands Capital, Inc. dated November 1,
      2005(2)10.3
    Financial Public Relations Agreement between
      the Company and Accent Marketing Ltd. dated November 1, 2005(2)


- 6 -

---

Exhibit Number
      Description10.4
      Mineral Property Purchase Agreement between the
        Company and Ubex Capital Inc. dated April 26, 2005(2)10.5
      Joint Venture Agreement between
        the Company and Triex Minerals Corporation dated November 4, 2005(2)10.6
      Consulting Agreement between
        the Company and Ubex Capital Inc. for management and consulting services
        (2)10.7
      Consulting Agreement between
        Catchpole Enterprises and the Company (3)10.8
      Joint Venture Agreement between
        the Company and Bluerock Resources Ltd. (3)10.9
      Option and Purchase Agreement
        for federal mining claims in Wyoming (3)10.10
      Agreement to Purchase ten mining
        claims in Wyoming (3)10.11
      2005 Stock Option Plan (4)10.12
      Hartmann Letter Agreement dated
        May 6, 2005 (3)23.1
      Consent
        of Manning Elliott (5)31.1
      Certification
        of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
        Act (5)31.2
      Certification
        of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
        Act (5)32.1
      Certification
        of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes- Oxley Act of 2002 (5)32.2
      Certification of Chief
        Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18
        U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
        Act of 2002 (5)


|(1) | Previously filed with the Securities and Exchange Commission
        as an exhibit to the Registrants Form AB-2 filed March 15, 2002
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previouslyfiled as an exhibit to the Quarterly Report
        on Form 10-QSB filed November 21, 2005                                 
|(3) | Filed as an exhibit to our Annual Report on Form 10-KSB
        filed with the Securities and Exchange Commission on April 14, 2006. 
|(4) | Filed as an exhibit to our Registration Statement on
        Form S-8 filed with the SEC on November 21, 2005.                       
|(5) | Filed as an exhibit to this Amendment No. 1 to Form
        10-KSB.                                                                  

- 7 -

---

SIGNATURES

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

URANERZ ENERGY CORPORATION

|By: | */s/ Glenn Catchpole*                   | 
|--- | --------------------------------------- | 
|    | Glenn Catchpole, President and Director | 
|    | Date: October 6, 2006                   | 

the capacities and on the dates indicated

|Per:                                       | */s/ Glenn Catchpole*      | 
|------------------------------------------ | -------------------------- | 
|Glenn Catchpole, President, Director      
|Date: October 6, 2006                     
|                                          
|                                          
|Per:                                       | */s/ Dennis Higgs*         | 
|Dennis Higgs, Chairman, Director          
|Date: October 6, 2006                     
|                                          
|                                          
|Per:                                       | */s/ Dr. Gerhard Kirchner* | 
|Dr. Gerhard Kirchner, Director            
|Date: October 6, 2006                     
|                                          
|                                          
|Per:                                       | */s/ George Hartman*       | 
|George Hartman, Vice President Exploration
|and Director                              
|Date: October 6, 2006                     
|                                          
|                                          
|Per:                                       | */s/ Ben LeBoe*            | 
|Ben LeBoe, Chief Financial Officer and    
|Principal Accounting Officer              
|Date: October 6, 2006                     
|                                          
|                                          
|Per:                                       | */s/ Paul Saxton*          | 
|Paul Saxton, Director                     
|Date: October 6, 2006                     

- 8 -

---