---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K/A(Amendment 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, 2010

OR

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

For the transition period
from _______ to _______

Commission file number: 001-32974



URANERZ ENERGY CORPORATION(Exact Name of Registrant as Specified in its Charter)

|Nevada                                                               | 98-0365605                          
|-------------------------------------------------------------------- | ------------------------------------
|(State of other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1701 East E Street                                                 |                                     
|PO Box 50850, Casper, Wyoming                                        | 82605-0850                          
|(Address of Principal Executive Offices)                             | (Zip Code)                          

(307) 265-8900
  (Registrants Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

|Title of Each Class        | Name of Each Exchange on Which Registered
|-------------------------- | -----------------------------------------
|Common Stock, No Par Value | NYSE Amex Equities                       

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
[   ]     No[X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
[   ]      No[X]

Indicate by checkmark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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
[   ]

Indicate by check mark whether the Registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [   ]     No [   ]

Indicate by checkmark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to the Form 10-K. 
[   ]

---

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of Accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act (Check one):

|Large
      Accelerated Filer [   ] | Accelerated Filer [X] | Non-Accelerated Filer [   ] | Smaller Reporting Company [   ]
|----------------------------------- | --------------------- | --------------------------- | -------------------------------

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

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 last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $60,000,000

The number of shares of the Registrants Common Stock
outstanding as of March 1, 2011 was 75,699,074.

Documents Incorporated by Reference: To the extent herein
specifically reference in Part III, portions of the Registrants Definitive
Proxy Statement of Schedule 14A for the 2011 Annual General Meeting of
Shareholders. See Part III.

---

Explanatory Note: The Company hereby files this amendment number one to its annual report on Form 10-K for the year ended December 31, 2010, as originally filed with the United States Securities and Exchange Commission (the “SEC”) on
March 15, 2011 (the “Original Report”), to re-file the consent from its independent auditor which inadvertently failed to consent to the incorporation by reference of the audit report contained in this annual report into the
Company’s effective registration statements filed with the SEC. Other than the corrections to Exhibit 23.1, no disclosure contained in any Item of the Original Report is being amended, updated or otherwise revised.

---

PART IV

ITEM 1.EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

Documents Filed as Part of This Report.

(1) Financial Statements

- Supplemental Financial Data
- Report of Independent Registered Public Accounting Firm
- Consolidated Balance Sheets as of December 31, 2010 and 2009
- Statements of Consolidated Operations for the years ended December 31,
  2010, 2009, and 2008
- Statements of Consolidated Common Shareholders Equity for the years ended
  December 31, 2010, 2009 and 2008
- Statements of Consolidated Cash Flows for the years ended December 31,
  2010, 2009, and 2008
- Notes to Consolidated Financial Statements

(2) Financial Statement Schedules

Schedules are omitted and are not applicable or not required,
or the required information is shown in the financial statements or notes
thereto.

(3) Exhibits

Where an exhibit is filed by incorporation by reference to a
previously filed registration statement or report, such registration statement
or report is identified in parentheses.

|Exhibit |                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                           
|3.1     | Articles of
      Incorporation (1)                                                                                                   
|3.2     | Bylaws, as amended (1)                                                                                                                
|3.3     | Articles of Amendment filed July 5, 2005 (3)                                                                                          
|3.4     | Articles of Amendment filed August 8, 2008(16)                                                                                        
|3.5     | Articles of Amendment filed July 8, 2009(17)                                                                                          
|4.1     | Share Certificate(1)                                                                                                                  
|4.2     | Form of Lock-up Agreement(19)                                                                                                         
|4.3     | Warrant Indenture, dated October 27, 2009(20)                                                                                         
|4.4     | Supplemental Warrant Indenture, dated December 8,
      2009(21)                                                                      
|45.     | Shareholder Rights Plan, dated August 25,
      2010(22)                                                                              
|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)                   
|10.4    | 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)                       

---

|Number | Description                                                                                                                                                                                                            
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 as amended June 10, 2009 (17)                                                                                                                                                           
|10.12  | Mr. George Hartman letter agreement.
        (3)                                                                                                                                                                       
|10.13  | Black Range
        Minerals Agreement dated June 7, 2006 (5)                                                                                                                                                          
|10.14  | Amendment to Joint Venture Agreement
        dated September 12, 2006 between the Company and Bluerock Resources Ltd.
        (6)                                                                                      
|10.15  | Agreement dated
        February 1, 2007 between the Company and Robert C. Shook to acquire three
        projects separate uranium projects located in northeast Wyoming, in central
        Powder River Basin (7)(8)
|10.16  | Consulting Agreement dated February
        1, 2007 between the Company and O & M Partners, LLC (7)(8)                                                                                                                 
|10.17  | Christensen
        Ranch Agreement dated October 30, 2006 between the Company and George
        Hartman (9)(10)                                                                                                      
|10.18  | Amendment Agreement dated January
        1, 2007 between the Company and Ubex Capital Inc. (10)                                                                                                                       
|10.19  | Amendment Agreement
        dated January 1, 2007 between the Company and Catchpole Enterprises Inc.
        (10)                                                                                                      
|10.20  | Amendment Agreement dated January
        1, 2007 between the Company and Senate Capital Group Inc. (10)                                                                                                               
|10.21  | Purchase and
        Sale Agreement with NAMMCO dated September 19, 2007, as amended (11)(12)                                                                                                                          
|10.22  | Venture Agreement with United
        Nuclear LLC dated January 15, 2008 (13)                                                                                                                                          
|10.23  | Agreement with
        Independent Management Consultants of British Columbia                                                                                                                                          
|10.24  | Subscription Agreement with
        Denison Mines dated March 27, 2008                                                                                                                                                 
|10.25  | Agency Agreement
        with Haywood Securities and Cormark Securities Inc. dated April 15, 2008(14)                                                                                                                  
|10.26  | Amendment to Joint Venture Agreement
        dated March 20, 2008 between the Company and Bluerock Resources Ltd. (15)                                                                                                 
|10.27  | Amended Hartman
        Letter Agreement effective January 1, 2008(18)                                                                                                                                                 
|10.28  | Sales Agreement with Haywood
        Securities, November 30, 2010(23)                                                                                                                                                 
|23.1   | Consent
        of Manning Elliott LLP, independent registered accountants                                                                                                                                             
|31.1   | Certification
        of Chief Executive Officer pursuant to Rule 13a-15(f) of the Exchange Act                                                                                                                        
|31.2   | Certification
        of Chief Financial Officer pursuant to Rule 13a-15(f) of the Exchange
        Act                                                                                                                
|32.1   | Certification
        of Chief Executive Officer pursuant to Rule 13a or 15(d) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002    
|32.2   | Certification
        of Chief Financial Officer pursuant to Rule 13a or 15(d) of the Exchange
        Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
        the Sarbanes-Oxley Act of 2002    

|(1) | Previously filed with the Securities and Exchange
      Commission as an exhibit to the Registrants Form SB-2 filed March 15,
      2002
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(2) | Previously filed as an exhibit to the Quarterly Report on
      Form 10-QSB filed November 21, 2005                                      
|(3) | Previously filed as an exhibit to the Annual Report on
      Form 10-KSB filed 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) | Previously filed as an exhibit to the Quarterly Report on
      Form 10-QSB filed August 15, 2006                                        
|(6) | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed November 13, 2006.                                                

---

|(7)  | As reported in two separate Current Reports on Form 8-K
      filed on February 8, 2007.     
|---- | ---------------------------------------------------------------------------------------------
|(8)  | Previously filed as an exhibit to the Annual Report on
      Form 10-KSB filed April 2, 2006 
|(9)  | As in Current Report on Form 8-K filed on November 2,
      2006.                            
|(10) | Filed as an exhibit to our Quarterly Report on Form
      10-QSB filed August 14, 2007.      
|(11) | As reported and filed in Current Report on Form 8-K filed
      on September 24, 2007.       
|(12) | As reported and filed in Current Report on Form 8-K filed
      on January 16, 2008.         
|(13) | Filed as an exhibit to our Annual Report on Form 10-K
      filed on March 17, 2008.         
|(14) | As reported and filed in Current Report on Form 8-K filed
      on April 18, 2008.           
|(15) | Filed as an exhibit to our Quarterly Report on Form 10-Q
      filed May 9, 2008.            
|(16) | Filed as an exhibit to our Quarterly Report on Form 10-Q
      filed August 11, 2008.        
|(17) | Filed as an exhibit to our Registration Statement of Form
      S-3 filed July 9, 2009.      
|(18) | Filed as an exhibit to our Quarterly Report on Form 10-Q
      filed August 10, 2009.        
|(19) | Filed as an exhibit to our Current Report on Form 8-K
      filed October 22, 2009.          
|(20) | Filed as an exhibit to our Current Report on Form 8-K
      filed October 27, 2009.          
|(21) | Filed as an exhibit to our Current Report of Form 8-K
      filed December 8, 2009.          
|(22) | Filed as an exhibit to our definitive proxy statement on
      Form 14A filed April 27, 2010.
|(23) | Filed as an exhibit to our Form 8-K, filed December 1,
      2010.                           

---

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
      Principal                     | 
|    | Executive Officer                                                  | 
|    | Director                                                           | 
|    | Date: June 27, 2011                                                | 
|    |                                                                    | 
|By: | /s/ Benjamin Leboe                                                 | 
|    | Benjamin Leboe, Chief Financial
      Officer                      | 
|    | Principal Financial Officer and
      Principal Accounting Officer | 
|    | Date: June 27, 2011                                                | 

---