U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE ACT OF
     1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2004.

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

Commission File Number:  0-27659
                         -------

                            URANIUM POWER CORPORATION
                            -------------------------
                 (Name of small business issuer in its charter)


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


               206-475 Howe Street, Vancouver, B.C. CANADA V6C-2B3
               ---------------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number: (604) 685-8355
Securities registered under Section 12(b) of the Act:  None
                                                       ----

             Securities registered under Section 12(g) of the Act:

                          Common Stock, $.001 Par Value
                          -----------------------------
                                (Title of Class)

Check  whether the Issuer (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 [ ]

Check here 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.

         Yes  [X]

Issuer's revenues for its most recent fiscal year: $0.

As of July 23, 2004, there were 21,384,838 shares of the Registrant's  $.001 par
value Common Stock ("Common  Stock"),  Registrant's  only  outstanding  class of
voting securities,  outstanding. The aggregate market value of Common Stock held
by  non-affiliates  of the Registrant,  computed by reference to the closing bid
price on July 23, 2004, is $$6,427,135.

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


<PAGE>


         This  document  contains  technical  and  geological  terms,  which are
defined in the  Glossary  of Terms,  which  appears at the end of Part I of this
Report.  All future  payments in Canadian  dollars have been converted to United
States  dollars using an exchange  rate of $1 U.S. = $1.371 Cdn.,  which was the
April 30, 2004 exchange rate.

                                     PART I

         When we use the terms "Uranium Power Corporation," the "Company," "we,"
"us," "our," or "UPC," we are  referring to Uranium  Power  Corporation  and its
subsidiaries,  unless the context otherwise requires. We have included technical
terms  important to an  understanding  of our business under "Glossary of Common
Oil and Gas Terms" at the end of this section.  Throughout this document we make
statements  that  are  classified  as  "forward-looking."  Please  refer  to the
"Forward-Looking  Statements"  section of this  document for an  explanation  of
these types of assertions.

ITEM 1.  BUSINESS

Business.


General Development of Business

         We are a Colorado  corporation  formed on April 3,  1998.  On April 30,
2002 we acquired our wholly owned  subsidiary,  Anhydride  Petroleum  (USA) Inc.
("Anhydride  USA"),  and  Anhydride  USA's  wholly owned  subsidiary,  Anhydride
Petroleum (Canada) Inc. ("API Canada" or "Anhydride Canada").

Pasquia Hills Prospect, Oil Shale Exploration

         Our principal  business  activity has been the  exploration for uranium
and petroleum in Canada and in prior years the investment in resource properties
comprised  significantly all of our assets. These assets were written off during
the year ended April 30, 2003, as we have no further plans to work on them,  and
we have  abandoned  our previous  business  plan.  In January  2004,  we reached
agreement to acquire Western Petrochemicals  Corporation,  which resulted in our
business  plan now  involving  the  exploration  for and  mining of oil shale in
Pasquia Hills, Saskatchewan and the refining of certain petrochemical feedstocks
derived from oil shale.  We also are continuing to evaluate  certain  technology
involving the separation of hydrocarbons from sand and oil shale.


                                       2


<PAGE>


         In October 2003, we entered into a preliminary  agreement  with Western
Petrochemicals  Corp.  ("WPC").   The  Agreement,   which  is  subject  to  many
contingencies,  granted the right to acquire a 60% joint  venture  interest from
WPC in the Pasquia Hills Oil Shale Project, covering approximately 700,000 acres
located in the Pasquia Hills area of Saskatchewan.  Pursuant to the agreement we
made a payment of $26,090 to WPC on October 3, 2003.

         In December  2003, we reached a second  preliminary  agreement with WPC
and its major  shareholders to acquire all of the issued and outstanding  shares
of WPC which was entered into on January 28, 2004 and the  Company,  WPC and its
major  shareholders  agreed that the Company would acquire all of the issued and
outstanding  shares of WPC for the  equivalent of up to 900,000  Series A Shares
and  2,000,000  common shares of the Company with certain  registration  rights.
WPC's  primary  asset  is  the  Pasquia  Hills  Oil  Shale  Project  and  it has
approximately  $948,000  ($1,300,000 CND.) in liabilities.  The Company, WPC and
its major shareholders are currently  finalizing the structure and documentation
of the transaction  and as such these shares have not been issued.  On April 23,
2004 the Company  acquired from  Powermax  Energy Inc.  ("Powermax")  all of its
rights and obligations under a March 1, 2003 Farmout and Joint Venture Agreement
between WPC and Powermax for 92,000 common shares and $29,923 cash. This Farmout
and Joint Venture  Agreement  pertained to certain of WPC's western lands.  Upon
closing with WPC and its major  shareholders the Company will control all of the
Pasquia Hills Oil Shale Project.


Overview of Petrochemical Industry

         The term  petrochemical  refers to "a chemical  that is  produced  from
petroleum  or gas  products,  but  which is not used for fuel  purposes"(Hanson,
1958).  Within  this broad  category,  there are  further  distinctions  between
primary petrochemicals and higher order derivatives.  Primary petrochemicals are
products  manufactured  directly  from  some  petroleum  or  natural  gas  based
feedstock.  Higher order  derivatives  are formed  through  chemically  altering
primary  petrochemicals,  producing  a new  product  that in turn can be altered
again.

         A chain of chemical  processes are involved.  For example,  derivatives
upgraded  from  primary   petrochemicals  would  be  ethylene  oxide,   ethylene
dichloride,  and  polyethylene.  Those  derivatives would in turn yield ammonium
nitrate,  which  can  then be  altered  to  produce  fertilizer  or  explosives.
Additionally, ethylene glycol can be upgraded to antifreeze or a fiber material.
The end  result  of this  chain  is  often a raw  material  that  serves  in the
manufacture  of  an  array  of  common  retail  items  like  detergents,  drugs,
cosmetics, and insecticides (Motamen, 1986).

         The process  chain begins with  feedstock  hydrocarbons.  Historically,
feedstocks  have come from stripping  (add-on) or  fractionation  processes that
represent a small percentage of the entire petroleum or gas stream.  Examples of
common feedstocks are methane,  ethane,  aphtha,  gas, oil, and butane which are
subject to world price fluctuations.

     The  analytical  data for the UPC shale oil  indicate  that it  includes an
unusually large percentage of attractive petrochemical feedstock companies. This
supports  UPC's  unique  vision of  creating a  facility  that  solely  produces
petrochemical feed stocks and primary petrochemicals.


                                       3
<PAGE>

Petrochemical Markets

         Petrochemicals  represent a $162 billion plus industry in North America
alone. The United States utilizes about 3.5% of its total oil and gas production
for  petrochemicals  (Worldbook  Encyclopedia).  Extensive  markets  also  exist
throughout South America,  Europe, the Middle East, and Asia. At present,  there
are countless  intra-industry  competitors dealing in an array of petrochemicals
and derivative products.

         Overall  industry  profitability  has created a  significant  influx of
capital, increasing global petrochemical production capacities (Chang, 2000). In
the year 2000 alone there were four major capacity projects completed:

-- India Petrochemicals Corp. Ltd. commissioned a  300,000-tonnes/year  ethylene
plant in February;

-- Borealis AB completed a 150,000 tonnes/year cracker in February;

-- Haldia Petrochemicals Ltd. would bring on-line a 420,000-tonnes/year ethylene
plant in February; and

-- Copesul  started a  450,000-tonnes/year  ethylene plant in March.  (Oil & Gas
Journal, April 2000 p. 57)

         This industry is a mature and competitive  environment.  However, there
is a competitive advantage gained by resource pooling.  Petrochemical  producers
endure a difficult  economic  situation,  as both their  suppliers and customers
maintain  significant  leveraging/bargaining  power  and  the  suppliers  to the
petrochemical  industry  are  the  producers  of  petrochemical  feedstock.  The
petrochemical industry has limited product alternatives.

         A niche feedstock  producer with stable  production costs can establish
long term delivery  contracts that mirror the pooling  concepts this industry is
attempting  to implement.  We hope to be this company in the future,  offering a
stable  supply  of   petrochemicals   independent  from  world  petroleum  price
volatility.

Five Pasquia Hills Feedstocks

         The UPC shale oil fractional  composition  suggests  production of both
petrochemical   feedstock   and  primary   petrochemicals.   Assuming  that  the
compositional  data for the UPC oil shale is accurate,  the  expected  feedstock
production would be: toluene, styrene,  benzene, aphtha, and ethylbenzene.  Each
of these petrochemicals and petrochemical  feedstock are characterized by unique
properties. These unique properties result in unique market uses.


                                       4
<PAGE>

         Benzene.  Benzene is a simple aromatic feedstock with an output in 2000
of 2.4 billion gallons worldwide  (Chemicals:  Basic Industry Survey,  2001). It
can be combined with ethane to make ethylbenzene, which, in turn, is rendered to
styrene  (plastics).   In  addition,   it  is  combined  with  methane  to  make
methylbenzene  or  toluene.  Benzene is also  utilized  as raw  material  in the
manufacture  of  several  additional   derivatives  including  phenolic  resins,
polycarbonate and epoxy resins,  polyurethanes,  nylons,  synthetic rubbers, and
detergents.  Worldwide  the major  producers  of  benzene  include  Exxon-Mobil,
Chevron-Phillips,  BP, Equistar Chemicals,  Koch Industries Inc., Shell, and Dow
Chemicals.

         As a  petrochemical  feedstock for such a diverse group of derivatives,
benzene will likely offer  significant  future  potential,  given population and
marketplace growth. There are other factors that will play a role in the overall
demand for benzene,  such as the future price of oil and the current  productive
capacity in the  industry.  Purvin & Gertz (PR  Newswire,  August 2, 2001) claim
that benzene derivatives will average just over 4% growth per year through 2020.
They  also  indicate  that this  growth  would  be,  predominantly,  a factor of
consumption in the styrene chain.

         Ethylbenzene.  Ethylbenzene  is a primary  petrochemical  produced from
benzene and ethane which  becomes a raw material in styrene  production.  In the
year 2000, roughly 13 billion pounds of ethylbenzene were produced worldwide. As
a member of the benzene  derivatives  family and a raw  material of styrene,  it
also stands to reason that ethylbenzene will maintain a healthy demand curve for
the foreseeable future (Chemical: Basic Industry Survey, 2001).

         Toluene.  Toluene,  which  is also  referred  to as  methylbenzene,  is
another benzene family constituent. Toluene is used as a raw material to produce
benzoic acid. Benzoic acid is used as a preservative for foods,  beverages,  and
cosmetics. An antiseptic known as chloramine-T is also made from toluene. Makers
of  explosives  use toluene to make TNT.  Paint  manufacturers  use toluene as a
lacquer  solvent.  Toluene  is also  used in the  manufacture  of many  dyes and
perfumes (Chemical: Basic Industry Survey, 2001).

Earth Energy License Agreement

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


                                       5
<PAGE>


         To date the  Company  conducted  initial  testing  of the Earth  Energy
process and is currently  evaluating the process to determine the feasibility of
the process. The Company is not obligated to proceed and may stop funding at any
time. Should the Earth Energy process prove to be economically feasible this may
become a core  business of the Company.  However,  the Company is at the initial
stages of determining  feasibility and additional testing and evaluation must be
done to determine if the process is viable.

Uranium Property

         We were initially  formed as a result of management's  perception of an
upcoming  worldwide shortage of uranium.  However,  due to a lack of funding for
its uranium  properties we decided during the year ended April 30, 2002 to focus
our  attention on our oil and gas  prospects.  The Company  retained an indirect
interest in the Henday Lake Uranium property  through its 20% equity  investment
in Uranium Holdings Corporation ("UHC"), however, the Company does not view this
property to be of substantial  merit.  The Company plans to continue to hold its
investment  in UHC and as such spent  $59,525  during  the year ended  April 30,
2004, on Henday Lake  exploration,  to maintain its 20% equity  interest in UHC.
This 20%  equity  interest  in UHC may be  diluted  if the  Company is unable or
elects not to meet exploration expenditures on a timely basis.

Investment in Energy 51 Inc.

         On April 7, 2004, the Company entered into an equity  participation and
farmout  agreement with Energy 51 Inc.  ("Energy 51") pursuant to this agreement
the Company purchased 750,000 common shares of Energy 51 representing 15.625% of
its issued and outstanding share capital for $152,800 ($200,000 Cnd.). Energy 51
is a privately held Alberta  company  engaged in the exploration and development
of oil and gas primarily in Alberta.  The agreement grants the Company the right
to purchase a further 375,000 common shares for $72,939 ($100,000 Cnd.) to bring
its  interest in Energy 51 to 20.8% which the Company  exercised  subsequent  to
April 30,  2004.  The Company  also has the right to purchase a further  375,000
common  shares for $72,939  ($100,000  Cnd.) on or before  October 1, 2004.  The
Company  has also  agreed on a best  efforts  basis to  provide  up to  $364,697
($500,000  jCnd.) to Energy 51 for  oilfield  work to be done by Energy 51 on or
before  October 1, 2004.  After October 1, 2004 the Company may elect to convert
the working capital loan into up to 1,058,825  common shares or into a term loan
due in two years with a 100% return.  As part of this  agreement the Company has
to be offered the right to participate  on all prospects  generated by Energy 51
until April 1, 2006.

         During  the year  ended  April  30,  2004  Energy  51 had not yet begun
operations.  The Company's  purpose for the investment was to diversify its core
business,  to  possibly  receive a stream  of future  cash flow from oil and gas
exploration  and to have the  opportunity  to review  and  invest in oil and gas
exploration  prospects  of merit.  Further  investment  will be  subject  to the
performance of Energy 51 and funding requirements of the Company.

Firebag, Saskatchewan, Tar Sands Prospect

         Subsquent to April 30, 2004 the Company  reached an agreement,  subject
to many  contingencies,  to purchase 51% of the Firebag East Project for $83,900
($115,000 CND),  3,000,000 common shares and a 12(cent) per barrel royalty.  The
Company has also reached a verbal


                                       6
<PAGE>

agreement in principle, with Powermax, to purchase the remaining 49% interest in
the prospect for $729,400 ($1 million CND) and a 2.5% gross overriding  royalty,
subject to certain  conditions  being met.  The Firebag,  Saskatchewan  prospect
covers  approximately 2,000 square miles in northwestern  Saskatchewan along the
Alberta  border.  The  prospective  lands host Fort  McMurray and Wabiskaw  Palo
channel zones containing  Athabasca Oil Sands. The Company is currently  working
with the vendors to clear the  subjects  and as such no shares or cash  payments
have  been  made.  Should  the  Company  complete  one or both  of the  proposed
purchases  then the Firebag,  Saskatchewan,  tar sands  project may become a top
priority of the Company.


Business Strategy:

         Our objective is to pursue  existing  opportunities  in the oil and gas
field,  which may include  exploration of properties of merit and or development
and marketing of new technologies to the industry. The principal elements of our
strategy are as follows.

          o    Pursue  Exploration  Projects - We intend to continue our efforts
               at reviewing oil and gas exploration prospects of merit that have
               the potential of  significant  reserves and  production  revenue.
               During the year ended  April 30,  2004 the Company has reached an
               agreement  to  acquire  Pasquia  Hills,  oil shale  prospect  and
               subsequent to April 30, 2004 the Firebag, Saskatchewan, Tar Sands
               Prospect.

          o    Pursue New Technologies - We intend to continue efforts to pursue
               and understand new technologies for the oil and gas industry that
               have  the  potential   for  wide   marketplace   acceptance   and
               significant  revenues.  As  part of our  efforts  to  pursue  new
               technologies,  the Company  during the year ended April 30, 2004,
               entered into an exclusive license  agreement for Canada,  Central
               and South  America with Earth Energy and West Peak for the use of
               Earth Energy's proprietary catalytic process.

          o    Selective  Expenditures  - We intend to minimize  the risk of our
               limited financial  resources by where ever possible targeting our
               expenditures   towards  earning  interests  in  projects.   This,
               therefore,  limits the risk to the Company should a project prove
               to be  uneconomic.  In this regard the Company made an investment
               in Energy 51 a private oil and gas exploration company.

          o    Control  Operations  - We believe that it is important to control
               operational  decisions as well as the timing of those  decisions.
               Therefore,  it is  our  intension  wherever  possible  to be  the
               operator of any project that we are involved in.

Significant Developments

          o    Convertible  Notes - On September  24, 2002 the Company  issued a
               convertible  note to  October  Sun, a Nevada  Corporation  in the
               principal  amount of  $400,000  and on the same date the  Company
               issued a convertible note to United Corporate


                                       7
<PAGE>


               Advisors in the  principal  amount of $195,000.  The notes become
               due on September 30, 2003,  bear interest at 6% per annum and may
               be  converted  into Units at a price per share equal to the lower
               of i) $0.25 per share or ii) the market price of one share of the
               Company's common stock on the date of conversion. Each unit is to
               consist of one common  share and a warrant to purchase one common
               share at a price  equal  to 133% of the  conversion  price  for a
               period of one year following the date of  conversion.  During the
               year these notes were extended to December 31, 2004.

          o    The  Company  agreed to settle  $288,743  ($416,484  Cdn.) of API
               Canada debt  through the  issuance of  2,776,560  common  shares.
               During the year ended April 30, 2004 the Company  issued  287,638
               shares pursuant to these agreements.

          o    The Company  agreed to acquire  the  Athabasca  property  working
               interests, which were written off during the year ended April 30,
               2003,  from a Limited  Partnership  for 3,220,000  common shares,
               which have yet to be issued.

          o    Certain of API  Canada's  creditors  have  threatened  to put API
               Canada into receivership unless they are paid in full. API Canada
               does not have the resources to meet these demands and the Company
               has determined that it will not commit resources to API Canada or
               defend such action should the Creditors take it.

          o    On August 12,  2003,  the Company  became  party to an  exclusive
               license  agreement  for Canada,  Central and South  America  with
               Earth  Energy  Resources   Ltd.("Earth  Energy")  and  West  Peak
               Ventures  of  Canada  Ltd.  ("West  Peak")  for the use of  Earth
               Energy's  proprietary  catalytic process.  The process includes a
               proprietary  Catalyst in conjunction with processing equipment to
               separate hydrocarbons from sand, shale or oil. Under the terms of
               the underlying  license agreement with Earth Energy,  the Company
               will pay  $364,700  ($500,000  Cnd.) by 2005 of which it has paid
               $106,508  ($150,000 Cnd.). The Company will also pay a royalty of
               5% and will purchase catalyst and processing equipment from Earth
               Energy  Resources  Ltd.  for cost plus 25%. The Central and South
               American  license  agreement is a  three-year  option on the same
               terms  with the  exception  that the  license  fee is a  one-time
               payment of $500,000 US.

          o    In October  2003, we entered into a  preliminary  agreement  with
               Western  Petrochemicals Corp. ("WPC").  The Agreement,  which was
               subject to many contingencies, granted the right to acquire a 60%
               joint  venture  interest  from WPC in the Pasquia Hills Oil Shale
               Project,  covering  approximately  700,000  acres  located in the
               Pasquia Hills area of Saskatchewan.  Pursuant to the agreement we
               made a payment of  $26,090 to WPC on October 3, 2003.  On January
               28,  2004,   we  reached   agreement   with  WPC  and  its  major
               shareholders to acquire all of the issued and outstanding  shares
               of WPC for the  equivalent  of up to 900,000  Series A Shares and
               2,000,000 common shares of the Company with certain  registration
               rights.  WPC's  primary  asset is the  Pasquia  Hills  Oil  Shale
               Project and it has approximately $948,000 ($1,300,000 CND.) in


                                       8
<PAGE>

               liabilities.  The  Company,  WPC and its major  shareholders  are
               currently  finalizing  the  structure  and  documentation  of the
               transaction  and as such these  shares have not been  issued.  On
               April 23, 2004 the Company  acquired  from  Powermax  Energy Inc.
               ("Powermax")  all of its rights and obligations  under a March 1,
               2003 Farmout and Joint Venture Agreement between WPC and Powermax
               for 92,000  common  shares and  $29,923.  This  Farmout and Joint
               Venture Agreement pertained to certain of WPC's western lands.

          o    On  April  7,  2004,   the   Company   entered   into  an  equity
               participation  and farmout agreement with Energy 51 Inc. ("Energy
               51")  pursuant to this  agreement the Company  purchased  750,000
               common shares of Energy 51 representing 15.625% of its issued and
               outstanding share capital for $152,800 ($200,000 Cnd.). Energy 51
               is a privately held Alberta  company  engaged in the  exploration
               and  development  of  oil  and  gas  primarily  in  Alberta.  The
               agreement  grants  the  Company  the right to  purchase a further
               375,000  common shares for $72,939  ($100,000  Cnd.) to bring its
               interest  in  Energy  51 to 20.8%  which  the  Company  exercised
               subsequent  to April 30, 2004.  The Company also has the right to
               purchase a further  375,000  common shares for $72,939  ($100,000
               Cnd.) on or before  October 1, 2004.  The Company has also agreed
               on a best efforts basis to provide up to $364,697 ($500,000 Cnd.)
               to  Energy  51 for  oilfield  work to be done by  Energy 51 on or
               before  October 1, 2004.  After  October 1, 2004 the  Company may
               elect to convert the working  capital  loan into up to  1,058,825
               common  shares or into a term  loan due in two years  with a 100%
               return.  As part of this  agreement the Company has to be offered
               the right to participate on all prospects  generated by Energy 51
               until April 1, 2006.

          o    During the year ended April 30, 2004 the Company spent $59,525 in
               exploration  on the Henday  lake  prospect  to  maintain  its 20%
               interest in UHC.

          o    During the period the Company issued $1,000,000  (January 6, 2004
               $450,000 and March 31, 2004  $550,000) of 6% secured  convertible
               debentures  (the  "Debentures"),  which  mature June 1, 2004.  To
               date,  the  Company  has not  received  any  notice  of  being in
               default.  These  debentures  are  secured  by a general  security
               agreement over all of the Company's property.  The debentures are
               convertible  into  common  shares  at  the  lower  of  70% of the
               five-day  average closing price of the Company's common shares or
               $0.45 per share,  provided that while the  debentures are in good
               standing the conversion  price will not be below $0.15 per share.
               The Company also issued  2,666,666  warrants to purchase the same
               number of common shares in conjunction  with this financing.  The
               Company has granted  the holders of the  debentures  registration
               rights on the underlying common shares.  The registration  rights
               agreement calls for the underlying shares to be registered by May
               29, 2004. To date, the Company has not completed the registration
               of the underlying  shares.  Pursuant to the  registration  rights
               agreement  the  Company is subject to a 2% penalty  every  thirty
               days the  registration  statement is late and failure to file may
               cause the  debentures to be in default and due  immediately.  The
               debentures also require that the holders of the debentures  agree
               to the issuance of shares in certain  instances.  The Company may
               redeem the convertible notes at a redemption price of 110% of the
               principal plus interest.


                                       9
<PAGE>


Employees and Office Space.

         During the year the Company  maintained its corporate  headquarters  at
475 Howe Street,  Suite 206,  Vancouver,  British Columbia,  Canada V6C 2B3. The
telephone  number of the corporate  headquarters is (604) 685-8355.  The Company
held this  office  space  under an oral,  month-to-month  sublease,  for  rental
payments of $1,500 per month until  February  2004. In February 2004 the Company
entered into a lease with A.G.  Seven Holdings Ltd. to rent the premises for two
years  at a  cost  of  approximately  $2,500  per  month.  The  Company  has  an
arrangement  with a third  party  where they use some of the  office  space on a
month-to-month  basis for rental  payments  of $1,150 per month.  The  Company's
former President also maintained an office in Calgary,  Alberta,  Canada,  until
September  2003 at a charge of $200 Cdn. per month to the  Company.  The Company
may sublease additional office space as required for operations.

         The Company has no  employees  and  instead  relies on the  services of
officers  and  directors,  who are  compensated  from time to time  through  the
issuance of options, and consultants on an as needed basis at market rates.

Title to Properties

         The  Company's  interests in the Henday Lake  uranium  property is held
indirectly  through an investment in UHC. The Company has conducted a search and
is satisfied as to the title of the underlying mineral property claims.

         Likewise the  Company's  interests in the Pasquia Hills  Prospect,  Oil
Shale  property is held  indirectly  through  WPC.  The Company has  conducted a
search  and is  satisfied  as to the title of the  underlying  mineral  property
claims.

Cautionary Statement about Forward-Looking Statements

         This Annual Report on Form 10-KSB includes certain  statements that may
be  deemed  to be  "forward-looking  statements."  All  statements,  other  than
statements  of  historical  facts,  included in this Form  10-KSB  that  address
activities,  events or developments that Uranium Power Corporation's  management
expects,  believes  or  anticipates  will or may occur in the future are forward
looking   statements.   Examples  of  forward-looking   statements  may  include
discussion of such matters as:

          o    The  amount  and  nature  of  future  capital,   development  and
               exploration expenditures;

          o    Business strategies and development of new business plan; and


                                       10
<PAGE>

          o    Other  similar  matters such as those  discussed in  Management's
               Discussion and Analysis of its Plan of Operations.

         These statements are based on certain  assumptions and analyses made by
us in light of our experience and our perception of historical  trends,  current
conditions,  expected  future  developments  and other  factors we  believe  are
appropriate  in the  circumstances.  Such  statements are subject to a number of
assumptions,  risks and uncertainties,  including such factors as the volatility
and level of oil and natural gas prices,  uncertainties  in cash flow,  expected
acquisition  benefits,   production  rates  and  reserve  replacement,   reserve
estimates, drilling and operating risks, competition,  litigation, environmental
matters,  the  potential  impact of  government  regulations,  and other matters
discussed  under  the  caption  "Risk  Factors,"  many of which are  beyond  our
control.   Readers  are  cautioned  that  forward-looking   statements  are  not
guarantees of future  performance  and that actual results or  developments  may
differ  materially  from  those  expressed  or  implied  in the  forward-looking
statements.

 Risk Factors

         Our  securities  are highly  speculative  and  involve a high degree of
risk,  including among other items the risk factors  described below. You should
carefully  consider the  following  risk factors and other  information  in this
10-KSB before deciding to invest in us.

               RISK FACTORS RELATED TO THE BUSINESS OF THE COMPANY

DUE TO OUR HISTORY OF OPERATING LOSSES, WE ARE UNCERTAIN THAT WE WILL BE ABLE TO
CONTINUE AS A GOING CONCERN.

         The consolidated  financial statements have been prepared assuming that
we will  continue as a going  concern.  During the fiscal  years ended April 30,
2004 and 2003 we suffered net losses of $1,581,054 and $2,289,124, respectively.
At April  30,  2004  there was a  stockholders'  deficit  and a working  capital
deficit of $2,026,926 and $2,405,505 respectively. At April 30, 2003 there was a
stockholders'   deficit  and  a  working   capital  deficit  of  $1,845,614  and
$1,846,130, respectively. The independent auditors' report issued in conjunction
with the  consolidated  financial  statements  for the year ended April 30, 2004
contains an explanatory  paragraph  indicating that the foregoing  matters raise
substantial doubt about our ability to continue as a going concern.

         There  is no  assurance  that  we can  generate  net  income,  increase
revenues or successfully expand our operation in the future.

         See "Plan of Operation"  for a  description  of  management's  plans in
regard to this issue.  The financial  statements do not include any  adjustments
relating to the  recoverability  and classification of assets or the amounts and
classification  of liabilities that might be necessary should we be unsuccessful
in implementing these plans, or otherwise unable to continue as a going concern.


                                       11
<PAGE>


IF WE  FAIL TO  FORMALLY  CLOSE  THE WPC  ACQUISITION,  OUR  PRINCIPAL  BUSINESS
ACTIVITY WOULD BE SIGNIFICANTLY IMPAIRED.

         In January 2004 we entered into an agreement with the  shareholders  of
WPC  regarding the  acquisition  of WPC. We have moved our business plan forward
based  on  this   agreement   without   having   formalized  the  structure  and
documentation of the  transaction.  Although we expect to finalize any necessary
agreements  by the end of  September  2004,  it is  possible  that the  official
closing  of  the  WPC  acquisition  will  not  occur.  In  that  case,  the  WPC
shareholders may be able to unwind the transaction  despite the progress we have
made in  exploration  of the  Pasquia  Hills  property.  Should  we be unable to
formally  close  the  transaction   and/or  any  disputes  arise  with  the  WPC
shareholders, we may no longer have a viable business plan.

OUR BUSINESS PLAN IS HIGHLY  SPECULATIVE  AND ITS SUCCESS  DEPENDS,  IN PART, ON
UNPROVEN TECHNOLOGY.

         Our business plan involves the exploration for oil shale in the Pasquia
Hills area of Saskatchewan.  The exploration  itself is highly  speculative.  In
addition,  mining for oil shale has historically been a very expensive  process.
The costs for drilling,  mining and ore extraction must be significantly reduced
to make  the  amounts  of oil  shale  extracted  worth  the  expenditures.  Once
extracted,  we are relying on our  ability to cost  effectively  obtain  certain
by-products through the retorting process. Our cost-effective  retorting process
involves the use of unproven technologies.  If the technologies on which we rely
cannot produce the by-products cost effectively, this would adversely affect our
plan of operations.

THE BUSINESS OF MINING IS SUBJECT TO MANY RISKS.

         The  business  of mining is subject  to a number of risks and  hazards,
including but not limited to:

          -    unanticipated  ground and water  conditions and adverse claims to
               water rights;

          -    geological problems;

          -    metallurgical and other processing problems;

          -    the  occurrence of unusual  weather or operating  conditions  and
               other force majeure events;

          -    lower than expected ore grades;

          -    accidents;

          -    delays  in  the  receipt  of  or  failure  to  receive  necessary
               government permits;

          -    delays in transportation;


                                       12
<PAGE>

          -    labor disputes;

          -    unavailability of materials and equipment; and

          -    the failure of equipment  or  processes to operate in  accordance
               with specifications or expectations.

         The risks  associated with mining  described above could cause personal
injury or death,  environmental  damage,  delays in mining,  monetary losses and
possible  legal  liability.  We are not currently  engaged in mining  operations
(because we are in the  exploration  phase) and do not presently  carry property
and  liability  insurance.  We have in the past carried  property and  liability
insurance when actively  engaged in mining  operations  which covered certain of
these  risks  and plan to do so again in the  future.  However,  cost  effective
insurance contains exclusions and limitations on coverage and may be unavailable
in some circumstances.


ENVIRONMENTAL AND REGULATORY COMPLIANCE MAY IMPOSE SUBSTANTIAL COSTS ON US.

         Our operations are or will be subject to stringent federal,  provincial
and  local  laws  and   regulations   relating  to  improving   or   maintaining
environmental   quality.   Our  global  operations  are  also  subject  to  many
environmental  protection laws.  Environmental laws often require parties to pay
for remedial action or to pay damages  regardless of fault.  Environmental  laws
also often impose  liability with respect to divested or terminated  operations,
even if the operations were terminated or divested many years ago.

         Our mining operations and exploration activities are or will be subject
to  extensive  laws  and   regulations   governing   prospecting,   development,
production,   exports,  taxes,  labor  standards,   occupational  health,  waste
disposal,   protection  and  remediation  of  the  environment,   protection  of
endangered  and  protected  species,  mine safety,  toxic  substances  and other
matters.  Mining  is also  subject  to risks  and  liabilities  associated  with
pollution  of the  environment  and  disposal of waste  products  occurring as a
result of mineral  exploration  and  production.  Compliance with these laws and
regulations  will  impose  substantial  costs  on  us  and  will  subject  us to
significant potential liabilities.

         Costs  associated  with  environmental  liabilities and compliance have
increased  over time,  and we expect  these costs to continue to increase in the
future.  We will be required  to book  reserves  for the costs of  environmental
obligations  on our  financial  statements  for such  liabilities  as our mining
operations proceed.

THE LOSS OF CURRENT MANAGEMENT MAY MAKE IT DIFFICULT FOR US TO OPERATE.


                                       13
<PAGE>

         Our prospects  for success  currently  are greatly  dependent  upon the
efforts and active participation of its management team, including its President
and Chief Executive Officer, Thornton Donaldson, Todd Montgomery, a key employee
of WPC and Keith McCrae,  P. Eng., a consultant and manager of its Pasquia Hills
Oil Shale Project. We do not have employment contracts with Mr. Donaldson or Mr.
Montgomery  and Mr.  McCrae is paid based on time spent on the project at a rate
of $730 ($1,000 CND) per day.  The loss of the  services of Mr.  Donaldson,  Mr.
Montgomery or Mr. McCrae could be expected to have an adverse  effect on us. The
Company does not maintain key person insurance on Messrs. Donaldson,  Montgomery
and McCrae.

WE HAVE NUMEROUS  OUTSTANDING OPTIONS,  WARRANTS AND CONVERTIBLE  DEBENTURES AND
COMMITMENTS TO ISSUE SHARES,  WHICH MAY ADVERSELY AFFECT THE PRICE OF OUR COMMON
STOCK.

         We have  reserved  4,871,666  shares  for  issuance  upon  exercise  of
outstanding  options  under  plans  and  warrants  at prices as low as $0.17 per
share. The Company has also reserved for issuance  7,111,111 shares for issuance
upon conversion of the principal and interest under the Debentures.  The Company
has also  agreed to issue  2,488,922  shares  to  certain  creditors  of API and
3,220,000  shares to acquire the Athabasca  property  working  interests  from a
Limited  Partnership.  Any sale  into the  public  market  of  Shares  purchased
privately at prices  below the current  market price could be expected to have a
depressive  effect on the market price of our Common Stock.  See "Description of
Securities."

FUTURE SALES OF OUR COMMON STOCK MAY CAUSE OUR STOCK PRICE TO DECLINE

         Our  stock  price may  decline  by  future  sales of our  shares or the
perception  that such sales may occur. If we issue  additional  shares of common
stock in private  financings under an exemption from the registration laws, then
those shares will  constitute  "restricted  shares" as defined in Rule 144 under
the  Securities  Act.  The  restricted  shares  may  only be  sold  if they  are
registered  under  the  Securities  Act,  or sold  under  Rule 144,  or  another
exemption from registration under the Securities Act.

         Some of our  outstanding  restricted  shares of common stock are either
eligible  for  sale  pursuant  to Rule 144 or have  been  registered  under  the
Securities Act for resale by the holders.  We are unable to estimate the amount,
timing,  or  nature  of  future  sales of  outstanding  common  stock.  Sales of
substantial  amounts  of our  common  stock in the  public  market may cause the
stock's market price to decline. See "Description of Securities."

AS NOTED ABOVE,  THE  CONVERTIBLE  NOTES ISSUED ON JANUARY 6, 2004 AND MARCH 31,
2004 MATURED ON JUNE 1, 2004 AND ARE  CURRENTLY  DUE AND PAYABLE.  TO DATE,  THE
COMPANY HAS NOT RECEIVED  NOTICE OF DEFAULT  FROM ANY HOLDER.  IN THE EVENT SUCH
NOTICE IS RECEIVED, OUR BUSINESS WOULD BE ADVERSELY AFFECTED.

ISSUANCE OF  ADDITIONAL  SHARES UPON  CONVERSION  OF  DEBENTURES IF MARKET PRICE
DECLINES/DILUTION.


                                       14
<PAGE>

         Since the conversion  price of the Debentures is currently in excess of
the net tangible  book value per share of our common stock,  such  conversion is
not, nor would  conversion  of the remainder of the  Debentures,  be dilutive to
existing  shareholders.  However,  in the  event  that  our  stock  price  falls
substantially,  resulting  in a  conversion  price of $0.15 per share that is or
might be less than our net tangible book value per share,  such conversion would
have a dilutive effect to existing shareholders.  We had a negative net tangible
book value of $2,405,505  ($369,354 current assets less $2,774,859  liabilities)
or $0.12 (using  20,784,838  outstanding  shares on April 30, 2004) per share of
our Common  Stock on April 30, 2004.  Our net  tangible  book value per share is
determined  by dividing the tangible net worth of the Company  (tangible  assets
less total  liabilities)  by the total  number of  outstanding  shares of Common
Stock. As the market price of the shares of Common Stock  declines,  more shares
will be issued upon conversion  since the conversion price is equal to the lower
of: (ii) 70% of the average  closing bid price of the Common  Stock for the five
trading days  immediately  preceding the conversion date of the  Debentures;  or
(ii) $0.45 per share;  provided,  however,  that until the  maturity  date or an
event of default of the Debentures, the conversion price will not be below $0.15
per share. If all $1,000,000  principal amount and estimated accrued interest of
Debentures  was  converted at the minimum  conversion  price of $0.15,  then the
aggregate shares issued upon conversion would total 7,111,111.

WE DO NOT EXPECT TO PAY DIVIDENDS.

         We have not paid dividends since inception on our common stock,  and we
do not  contemplate  paying  dividends in the  foreseeable  future on our common
stock in order to use all of our earnings,  if any, to finance  expansion of our
business plans.

LACK OF TRADING MARKET MAY MAKE IT DIFFICULT TO SELL OUR COMMON STOCK.

         The only  trading in our common  stock is conducted on the OTC Bulletin
Board. As a result,  an investor may find it more difficult to dispose of, or to
obtain  accurate  quotations  as to the market  value of, the common  stock.  In
addition, our common stock is defined as a "penny stock" by rules adopted by the
Commission.  In such event,  brokers and dealers  effecting  transactions in the
common  stock  with or for the  account of a customer  must  obtain the  written
consent of a customer prior to purchasing the common stock,  must obtain certain
information  from the  customer  and must provide  certain  disclosures  to such
customer.  These  requirements  may have the  effect  of  reducing  the level of
trading in the  secondary  market,  if any, of the common stock and reducing the
liquidity of the common stock.

OUR STOCK PRICE CAN BE EXTREMELY VOLATILE.

         Our  common  stock is traded on the OTC  Bulletin  Board.  Pursuant  to
Article 6 of the Rules for the Regulated Unofficial Market and Article 40 of the
Rules and Regulations for the Frankfurt Stock Exchange, the Company's shares are
also listed to trade on the trading floor of the Frankfurt Stock Exchange and on
Xetra,  the Deutsche  Borse AG electronic  trading  system under the symbol URP.
There can be no assurance  that an active  public  market will  continue for the
common  stock,  or that the market  price for the common  stock will not decline


                                       15
<PAGE>


below  its  current  price.  Such  price  may be  influenced  by  many  factors,
including,  but not limited to,  investor  perception of us and our industry and
general  economic and market  conditions.  The trading price of the common stock
could be  subject to wide  fluctuations  in  response  to  announcements  of our
business  developments  or our  competitors,  quarterly  variations in operating
results,  and  other  events  or  factors.  In  addition,   stock  markets  have
experienced  extreme price volatility in recent years. This volatility has had a
substantial  effect on the  market  prices of  companies,  at times for  reasons
unrelated to their operating  performance.  Such broad market  fluctuations  may
adversely affect the price of our common stock.

ISSUANCE OF PREFERRED STOCK MAY ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.

      We are authorized to issue 10,000,000  shares of preferred stock, of which
the Company may designate 900,000 as Series A Convertible  Preferred Shares (the
"Series A Shares")  in  connection  with the  acquisition  of WPC.  The Series A
Shares may be non-dividend bearing, carry ten votes each and be convertible into
common shares as to ten common shares for each  preferred  share at such time as
the Company increases its authorized share capital.  The remaining  undesignated
preferred   stock  may  be  issued  in  series  from  time  to  time  with  such
designations,  rights, preferences and limitations as our board of directors may
determine by resolution.  Other than the Series A Shares,  the directors have no
current  intention  to  issue  any  additional  preferred  stock.  However,  the
potential  exists  that the Series A Shares  terms may be changed and that other
preferred  stock  might be issued  which would grant  dividend  preferences  and
liquidation  preferences  over the common  stock,  diminishing  the value of the
common stock.

         WE HAVE NOT HAD AN ANNUAL MEETING.

         Under Colorado business law, we are required to have an annual meeting.
We  have  not had an  annual  meeting  since  inception.  The  only  remedy  for
shareholders  is to demand an annual  meeting  and no  shareholder  has thus far
demanded a meeting.  As soon as practicable after we file our 10-KSB, we plan to
call an annual meeting.  Among other things, we intend to submit for shareholder
approval a slate of directors and an amendment to our articles of  incorporation
to change our  company  name to more  accurately  reflect  our  business  and to
increase our  authorized  capital.  If we do not call an annual  meeting at that
time,  the  shareholders  may have to demand an annual  meeting for  election of
directors.


GLOSSARY OF COMMON OIL & GAS TERMS

         The terms defined in this section are used throughout this Form 10-KSB.

Alberta Government Royalty          The range of this royalty typically shall be
                                    from 0% during  the first year to as much as
                                    25%  depending  on  circumstances   such  as
                                    whether  the well is  "exploratory"  and its
                                    capability to produce commercial  quantities
                                    of petroleum substances.

Precambrian Formation               Located below  Paleozoic  (Northeast  Plains
                                    system) era.


                                       16
<PAGE>

Royalty interest                    An  interest  in an oil and  gas  license(s)
                                    entitling the party to shares of oil and gas
                                    production  free of  costs  of  exploration,
                                    development and production and other costs.

Section of land                     640  acres  or  259.2  hectares  or 1 square
                                    mile.

Woodbend Formation                  Contained    within   the   Upper   Devonian
                                    (Northeast  Plains)  system of the Paleozoic
                                    era.

Working interest                    The operating  interest that gives the owner
                                    the  right to  drill,  produce  and  conduct
                                    operating  activities on the property and to
                                    share in the production.


ITEM 2.  PROPERTIES

Athabasca Prospect

         The  Athabasca  Prospect  is  located  adjacent  to the  city  of  Fort
McMurray, which is located in the northeast part of the Province of Alberta. The
prospect is comprised  of four  Alberta P & NG Licenses  covering 97 sections of
land (62,080 acres)  located within  Townships 89 and 90, Ranges 10 and 11, West
of the 4th  Meridian.  Three of the P & NG Licenses  were acquired by API Canada
from the Government of the Province of Alberta  (below the Woodbend  formation),
as license nos.  5401070160,  5401070162 and 5401070163.  Separately  during the
year  ended  April 30,  2003 API  Canada  earned an  interest  in another P & NG
License,  the AOC License no. 5494040101 covering Section 32, Township 89, Range
10 W4M (640 acres  below  base of  Precambrian  formation)  which  contains  the
suspended 7-32 Well.

         During the year ended April 30, 2003,  the Company  re-entered,  tested
and deepened the 7-32 Well. In these  efforts a total of  $1,650,298  was spent.
Various working  interest holders  contributed  $846,507 towards the exploration
costs of the 7-32 well and these were deducted  from the  Company's  exploration
costs as shown on its statement of operations leaving a net exploration  expense
to the Company of $803,791.  Despite some encouraging results, it was determined
that economically viable amounts of hydrocarbons did not exist.

         As a result  of the  failure  to find  economically  viable  amount  of
hydrocarbons in the 7-32 Well and owing to the financial  constraints put on the
Company by its  exploration  activities  it was  determined  that the  Athabasca
Prospect  should be written  off.  The  Company  did not make the  annual  lease
payments to the Government of Alberta of approximately $56,800 for the Athabasca
Prospect  when it was due in August 2003 and the P & NG Licenses  have  reverted
back to the Alberta Government.

Reserves

         Effective  April  30,  2004  we do not  have  any  proven  or  probable
reserves.


                                       17
<PAGE>

Production

         Effective  April 30, 2004 we do not have any  production nor production
revenue.

Drilling Activity

         On September  24, 2002 the Company  began to retest the 7-32 Well.  The
Company's  objective was to test five  intervals of interest as determined  from
log analysis by Ross Crain,  P. Eng. of Spectrum 2000  Mindware  Ltd.  Following
arrival  and set up of the  service  rig two bridge  plugs were  drilled out and
after  roughly ten days of  operations  the 1994 well bore was cleared of debris
and tubing and packers were run into the hole to commence testing. The Company's
test  program  consisted of the five  intervals of interest  noted above plus an
additional  one  identified  during the testing.  During this testing  phase the
Company was  encouraged  with shows of light  gravity crude oil and natural gas,
however,  the Company was not able to establish  flow rates.  This original test
phase was slated to be conducted  over seven to eight days but due to mechanical
difficulties operations took more than 25 days to complete.

         As noted above the Company was  encouraged  from shows of crude oil and
natural  gas and  therefore  decided  to deepen  the 7-32  Well to the  original
seismic target objective of 2,150 meters. Due to the lack of industry experience
and information about drilling in fractured granite formations, little was known
about the drill penetration  rate. The initial  projection was for operations of
11 days.  Actual  drill  operations  commenced on December 13, 2002 and lasted a
total of 34 days.  The well was logged and the logs were delivered to Ross Crain
for  interpretation.  A total of four  different core samples were recovered and
analyzed.  During drill operations the wellsite geologist also reported shows of
high gravity crude oil. Ross Crain recommended testing of two separate intervals
and a total of six drill  stem  tests  were  conducted.  As a result of the data
recovered during testing, Ross Crain and an engineering  representative of Baker
Hughes  recommended  the well be swabbed to near  atmospheric  pressure to allow
fluids to move in through the fractures.

         On January  30,  2003 a service  rig was moved to the 7-32 Well site to
swab dry whatever fluid  accumulated in the bore-hole.  Operations were forecast
to take six days, however,  due to ongoing mechanical problems and a significant
inflow of water from up the hole, which took roughly 36 days to control,  actual
operations spanned 51 days.  Pressure gauges were then installed at the wellhead
and have been periodically monitored,  however, no significant pressure has been
detected.

         The original 1993 seismic field data was purchased and  reprocessed.  A
very good  quality  synthetic  comparison  was  developed  between the  original
seismic data and the logs for the 7-32 Well.

         Arising  from  that  process  the  Company  discovered  two  additional
potential  seismic  features within the sedimentary  horizons above the basement
contact at  approximately  450 - 540  meters.  The  Company  believed  the newly
identified  potential  targets could hold  significant oil


                                       18
<PAGE>

reserves.  To further  investigate these two new additional  targets the Company
retained  the services of Dove & Kay  Exploration  and Ken Murray,  P. Geol.  to
review and make  recommendations.  Their recommendation was that it was unlikely
that hydrocarbons existed from a geological perspective and that as such further
geophysical  or  other   investigations  of  these  potential  targets  was  not
recommended.

         Although  there was some initial  interest  from  industry  partners in
doing a joint  venture  with the Company to further  explore the  Athabasca  and
Firebag Prospects this interest died out. Therefore,  as a result of the failure
to find economically  viable amounts of hydrocarbons from the exploration of the
7-32  Well,  lack  of  any  other  identified  targets  of  interest,  financial
constraints put on the Company as a result of its exploration activities and the
lack of interest from potential  industry  partners it was  determined  that the
Athabasca and Firebag Prospects should be written off and not pursued further.

Firebag Prospect

         The Firebag  Prospect is located roughly 55 miles northeast of the town
of Fort  McMurray in the Province of Alberta and is comprised of two Alberta P &
NG Licenses (below base of Woodbend formation)  amounting to 31 sections of land
(19,840  acres) held by API Canada as license nos.  5401090094  and  5401100080.
This  prospect  is located on the crest of the up thrown side of and west of the
Firebag fault which may form several traps for  accumulation  of oil. API Canada
is the operator of the Firebag prospect.

         As a result  of the  failure  to find  economically  viable  amount  of
hydrocarbons   within  the  Athabasca   Prospect  and  owing  to  the  financial
constraints put on the Company by its  exploration  activities it was determined
that the Firebag  Prospect  should be written  off. The Company has not made the
annual lease payments to the Government of Alberta of approximately  $18,000 due
October  2003  and  the P & NG  Licenses  have  reverted  back  to  the  Alberta
Government.

Uranium Holdings Corporation

         The Company no longer owns the Hocking Lake or Henday Lake  Properties.
Rather,  the Company owns a 20% interest in UHC. The  following is a description
of this mineral  property,  which is located in the Athabasca  Basin of northern
Saskatchewan, Canada.

Henday Lake and Hocking Lake

         The Henday Lake  Property is located  approximately  500 miles north of
Regina, Saskatchewan and is comprised of three continuous mining claims totaling
9,275 hectares (22,920 acres) in the Henday and Mallen Lake area.

         These  properties  are  largely  undeveloped  and  there  have  been no
previous  mining  operations  on either  the  Henday  Lake or the  Hocking  Lake
Properties. However, various operators, have explored portions of the properties
mainly during the 1970's and 1980's,  by  prospecting,  geophysics  and possibly
some diamond drilling.


                                       19
<PAGE>

         As of April 30, 2002 all claims pertaining to the Hocking Lake property
had lapsed and reverted back to the Canadian government.

         During the year ended April 30, 2004 UHC spent  approximately  $300,000
(2003 - $33,000) on geophysics and exploration  activities related to the Henday
Lake  property  of which  the  Company  expended  $59,525  to  maintain  its 20%
interest.

Saskatchewan Uranium Property

         On December 16, 1998,  the Company  executed a Joint Venture  Agreement
with PDC under  which the  Company  was  granted an option to gain an  ownership
interest  in  six  uranium  properties  totaling  74,756  acres  located  in the
Athabasca  Basin.   Approximately  $1,900,000  Can.  has  been  spent  on  these
properties  between  1995  and  1997 on  geophysical  surveys,  lithogeochemical
boulder sampling and diamond drilling.  Five of the property claims have lapsed,
leaving the Crawford property as the only remaining property.

Crawford Property

         The   Crawford   Property   has  been   explored  by   geophysics   and
reconnaissance   and   detailed   lithogeochemical   boulder   sampling.   Three
sub-parallel  electromagnetic conductors were detected, and one conductor in the
area of a large  intense  kaolin  anomaly was partially  drilled.  There is also
enrichment of chlorite,  boron, lead and uranium in several sectors in proximity
to the conductors.  Two of the holes did not adequately test the alteration zone
as they did not reach  basement.  Two holes were  drilled  on another  conductor
which  indicated a second  stronger  alteration  zone. The most westerly hole is
anomalous  in lead,  boron and  uranium.  Kaolin  is  anomalous  throughout  the
sandstone  section.  The  property  may be  reached by bush road (Fox Lake Road)
year-round from Provincial Highway 914 or by float or ski equipped aircraft.

         Pursuant to the terms of the  agreement  for this  property the Company
had a commitment  to expend funds on  exploration  by December 31, 2002 which it
did not meet. Therefore, the property reverted back to the optionor.


Pasquia Hills Petrochemical Property

         The Pasquia Hills petrochemical  property ("Pasquia Hills Property") is
located  in  east-central  Saskatchewan,   approximately  200  km  northeast  of
Saskatoon.  It consists of 14  contiguous  oil shale  exploration  permits  (the
"Permits") with a total area of 417,970 hectares (1,032,803 acres).

         The initial term of the Permits expires January 29, 2006.  Parts of the
permitted lands can be converted to a production lease,  during or at the end of
the permit term. We have reached  agreement to purchase from Powermax Energy the
right to shallow gas production on certain areas of the Permits  located outside
of the mine development area.

         The Pasquia Hills Property is served by Saskatchewan highways 3, 9, 55,
and 123 and the Canadian  National Railroad and is accessible all year around by
road. Hudson Bay, with a


                                       20
<PAGE>

population  of  approximately  2,000,  is 10 km east of the area of the  Pasquia
Hills  Property  identified  for  mine  development  and  offers  full  services
including scheduled flights. This small town lies 200 km northeast of Saskatoon.
There is logging in the hills and  farming in the valleys  within the  permitted
area.  There are no known land use,  environmental,  or  aboriginal  land issues
within the Permits.

         The ore is a shale  formation  known as "White  Specks"  which has been
deposited in a shallow  marine  environment  and contains  kerogen that is often
called shale oil.  Kerogen is defined as  hydrocarbons  bound  within  insoluble
organic matter,  which can be released with heating and steam. This is different
than oil from tar sands  where the  hydrocarbons  are very  heavy oil mixed with
sand but in a free form.

Composition of the Pasquia Hills Oil Shale

         The composition of the kerogen from the Pasquia Hills is unusually high
in aromatics making it a large untapped potential petrochemical feedstock supply
that may be the richest ore grade oil shale  resource  known in the world. A set
of  preliminary  tests were  performed  on shale oil  liquids  derived  from the
Pasquia  Hills oil shale  samples using  various  retort  conditions.  Shale oil
samples   were   processed   at  Norwest   Labs,   Calgary,   Alberta   using  a
laboratory-scale retort apparatus with 80 g ore handling capacity,  operating in
the  temperature  range of 400 C to 500 C. Retort  tests were  performed  as dry
(i.e. no sweeping gas was  injected)  and wet (i.e.  steam was injected to sweep
the hydrocarbons formed in the retort chamber).

Campbell Assay

         Since 1997 Apex  Engineering  Inc. ("AEI") has been working on a retort
process operating under the partial presence of steam. In this process oil shale
particles  will be small enough (10 mm) to operate the retort  process at a fast
heating  rate to reduce  diffusion  limitations,  which could result in a higher
liquid yield and a more desired liquid quality.  The retort process suggested by
AEI has the potential to be used by the Pasquia Hills project for the commercial
development of the Saskatchewan oil shale deposits.

         Using  the  laboratory  scale  test  apparatus  it  was  experimentally
verified  that the liquid  yield was  increased  from 26.3  L/tonne-ore  to 52.5
L/tonne-ore by modification of the retort chamber.

         The  following  conclusions  are  arrived  at by AEI based on oil shale
retort and liquid characterization tests sponsored by WPC:

         1. oil yields depends on the retort conditions (i.e. a higher oil yield
could be obtained in a suitable retort environment);

         2.  shale oil  produced  from  Pasquia  Hills oil shale ore could be an
economic petro chemical feedstock;

         3.  fluidized  bed  retort  could  increase  the shale oil yield with a
better liquid characteristics to produce petrochemicals; and


                                       21
<PAGE>

         4. larger shale oil samples has to be produced  using the fluidized bed
retort for further liquid characterization tests, which will be completed in the
2004 pre-feasibility study.

         WPC is  negotiating  business  terms  with AEI to develop  the  process
further as part of the pre-feasibility study

Reserves

      Geologic Potential

The Pasquia  Hills oil shale  permits have the  potential to contain 7.8 billion
barrels oil. WPC has incurred, approximately, $1,525,000 in exploration expenses
to date,  including  44 test holes  resulting in a mine  development  area being
selected for open-pit  strip mining,  which covers  approximately  50,000 acres.
Each drill hole has consistent grades averaging 7.13% oil or therefore 34 liters
per tonne.  WPC paid Retread  Resources Ltd., who are  independent  professional
consulting geologists and engineers,  to prepare a report dated November 2002 on
the mine development property.  The following chart reflects proven and probable
oil shale in the mine development area:


        --------------------- ------------------------------ -------------------
                              Fully Risked Barrels           Non Risk Barrels
        --------------------- ------------------------------ -------------------
        Proven                150,000,000                    150,000,000
        (Measured)
        --------------------- ------------------------------ -------------------
        Probable              361,000,000                    451,000,000
        (Indicated)
        --------------------- ------------------------------ -------------------
        Total                 511,000,000                    701,000,000
        --------------------- ------------------------------ -------------------

         Given the  consistent  grades,  it is likely,  on  completing a 75-hole
infield-drilling program that a large percentage of the indicated resources will
become measured or proven.  In addition,  the ore zone is open ended to the West
and North,  which may increase the resource to 7.8 billion  barrels oil. The ore
zone is relatively flat lying and gently dipping to the west with an average pay
of 45 meters  (148 feet) and an average  overburden  thickness  of 21 meters (69
feet).

Production

         Effective  April 30, 2004 we do not have any  production  or production
revenue.

Drilling Activity

      We are not  currently  engaged in  drilling  activity.  The  property  was
previously  owned by Sun Oil and  later by  Burning  Rock  who  worked  the area
intermittently  during the period 1932 to 1965. Recent geologic studies that are
relevant to the area include Beck (1974) and Macauley (1984, 1986).



                                       22
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS


         We are not a party to any legal proceedings. However, our affiliate API
Canada is subject to the following legal proceedings:

          o    A judgment  was issued  against API Canada for  $18,381  ($25,200
               CND) in favor of Newalta  Corporation.  The  judgment  was issued
               July 8, 2003 by the Provincial Court of Alberta, Civil Division.

          o    Blackbird  Well  Services  Ltd.  claims it is owed  approximately
               $182,348  ($250,000 CND) by API Canada.  Blackbird filed a formal
               action but the  action  has been  adjourned  by  agreement  until
               September 7, 2004. A Petition  For  Receiving  Order was filed by
               Blackbird  on June 9,  2003 in The  Court  of  Queen's  Bench  of
               Alberta, In Bankruptcy, Judicial District of Calgary as Court No.
               BK01-086312;  adjourned  by  agreement  to  September  7, 2004; a
               Consent  Receiving Order was endorsed July 15, 2003  subsequently
               adjourned by agreement and was scheduled for September 7, 2004.

          o    Wellco Energy  Services,  Inc. filed a statement of claim against
               API  Canada  for  $36,442  ($49,962CND)  on April  2,  2003 and a
               Certificate  of Lis  Pendens was issued July 17, 2003 in favor of
               Wellco.  All  filings  were made in the Court of Queens  Bench of
               Alberta, Judicial District of Calgary. API Canada has not filed a
               statement of defense, and does not intend to do so.

          o    Codeco  Consulting  (2000) Ltd. and Black Max Downhole Tools Ltd.
               filed a  statement  of  claim  against  API  Canada  for  $64,501
               ($88,431  CND) on  September  19, 2003 and a  Certificate  of Lis
               Pendens was issued February 3, 2004 in favor of Codeco Consulting
               (2000) Ltd.  and Black Max  Downhole  Tools Ltd. All filings were
               made in the Court of Queens Bench of Alberta,  Judicial  District
               of Calgary.  API Canada has not filed a statement of defense, and
               does not intend to do so.

         Anhydride  Canada does not have the resources to meet these demands and
the Company has determined that it will not commit resources to Anhydride Canada
or defend any actions taken by Anhydride Canada's creditors.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.



                                       23
<PAGE>



                                     PART II

ITEM 5.  MARKET FOR THE  REGISTRANT'S  COMMON  STOCK AND RELATED  STOCKHOLDER
         MATTERS

Market Information

         The  Company's  Common  Stock is  traded  on the NASD  Over-the-Counter
Bulletin Board under the symbol URMPE.  The following  table sets forth the high
and low  closing  prices  of the  Company's  common  stock  during  the  periods
indicated    as    reported   by   the    Internet    source    Yahoo    Finance
(http://finance.yahoo.com).  The quotations below reflect  inter-dealer  prices,
without  retail  mark-up,  mark-down  or  commission  and may  represent  actual
transactions.


                       FISCAL QUARTER             HIGH BID PRICE   LOW BID PRICE
               -------------------------------    --------------   -------------
FISCAL YEAR    4th Quarter  (2/1/04 - 4/30/04)        $0.54           $0.30
END APRIL 30,  3rd Quarter  (11/1/03 - 1/31/04)        0.56            0.18
2004           2nd Quarter (8/1/03 - 10/31/03)         0.27            0.04
               1st Quarter  (5/1/03 - 7/31/03)         0.13            0.05

FISCAL YEAR    4th Quarter  (2/1/03 - 4/30/03)        $0.37           $0.09
END APRIL 30,  3rd Quarter  (11/1/02 - 1/31/03)        0.38            0.12
2003           2nd Quarter (8/1/02 - 10/31/02)         0.35            0.11
               1st Quarter  (5/1/02 - 7/31/02)         0.47            0.29


         The closing price of the Common Stock as reported on July 23, 2004, was
$0.40 per share.

         Pursuant to Article 6 of the Rules for the Regulated  Unofficial Market
and Article 40 of the Rules and  Regulations  for the Frankfurt  Stock Exchange,
the Company's shares were listed to trade on the trading floor and on Xetra, the
Deutsche Borse AG electronic  trading system, as of September 25, 2001 under the
symbol URP.

Holders

         As of July 23,  2004,  there were 96 holders  of the  Company's  Common
Stock, who collectively held 21,384,838 issued and outstanding shares.

Dividends

         The  Company  did not  declare  or pay cash or other  dividends  on its
Common Stock during the last two calendar years. The Company has no plans to pay
any dividends, although it may do so if its financial position changes.


                                       24
<PAGE>


Recent Sales of Unregistered Securities.

         Following are descriptions of all unregistered equity securities of the
Company  sold  during the last three  years,  excluding  transactions  that were
previously reported in a quarterly or annual report.

         On March 18,  2004 the  Company  issued  160,000  common  shares of the
Company  to  Smallcap  Corporate  Partners  Inc.  in  settlement  of a bill  for
consulting  services  of  $24,000.  These  shares were issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

         On  March  31,  2004  the  Company  cancelled  6%  secured  convertible
debentures  and  warrants  to  Johnathan  Mayer  as to  $50,000  in  convertible
debentures  and 111,111  warrants and JM Investors as to $150,000 in convertible
debentures and 333,333 warrants. The shares and warrants were issued in reliance
on the exemption from registration contained in Section 4(2) of the Act and Rule
506 promulgated thereunder.

         On March 31, 2004 the Company issued 6% secured convertible  debentures
and  warrants to Johnathan  Mayer as to $25,000 in  convertible  debentures  and
55,555  warrants,  JM Investors  as to $175,000 in  convertible  debentures  and
388,889  warrants,  Zenny Trading as to $150,000 in  convertible  debentures and
333,333  warrants,  Viscount  Investments  Ltd. as to  $100,000  in  convertible
debentures  and  222,223  warrants,   Baais  Yaakov  Moshe  as  to  $150,000  in
convertible  debentures and 333,333 warrants and Alpha Capital as to $150,000 in
convertible debentures and 333,333 warrants. Viscount Investments Ltd received a
finders fee on the transaction of $55,000 plus 244,444 warrants.  The shares and
warrants were issued in reliance on the exemption from registration contained in
Section 4(2) of the Act and Rule 506 promulgated thereunder.

         On April 23,  2004 the  Company  issued  200,000  common  shares of the
Company to Mike Marrandino pursuant to the exercise of an option under its 2003b
Plan for consideration of $0.10 per share.  These shares were issued in reliance
on the exemption from registration contained in Section 4(2) of the Act.

         After April 30, 2004 but prior to the preparation of this report on May
4, 2004 the Company issued 100,000 options,  under its 2003c Plan, to George Orr
whereby he had the right to acquire that same number of common  shares until May
4, 2005 at $0.40 per share.  On May 31, 2004 Mr. Orr exercised this option.  The
option and shares were issued in reliance  on the  exemption  from  registration
contained in Section 4(2) of the Act.

         After April 30, 2004 but prior to the preparation of this report on May
28, 2004 the Company  issued  200,000  bonus  shares,  under it 2003c Plan,  for
consulting  services at a deemed  price of $0.40 per share to Terry Glenn Schorn
as to 100,000  common  shares,  Doug  Rohatensky  as to 50,000 common shares and
Steven  Statlare as to 50,000 common shares.  The options and shares were issued
in reliance on the exemption from registration  contained in Section 4(2) of the
Act.

         After April 30, 2004 but prior to the preparation of this report on May
31, 2004 the Company  issued  300,000  bonus shares,  under its 2003c Plan,  for
consulting  services  at a deemed  price of $0.40  per share to Tim  Brock.  The
options and shares were issued in reliance on the  exemption  from  registration
contained in Section 4(2) of the Act.


                                       25
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Plan of Operation.  (All amounts are in US dollars unless otherwise indicated.)


         We are in the exploration stage and we do not currently have any income
from operating  activities.  We are currently exploring the possible development
of the Pasquia Hills  Property we acquired in connection of our purchase of WPC.
These  activities  have  involved  the  expenditure  of $20,223 to evaluate  the
Pasquia  Hills  Property  and our  engaging  of Keith  McCrae,  P.  Eng.,  as an
engineering  consultant.  At April 30, 2004 we had a working  capital deficit of
$2,405,505  (2003 - $1,846,130),  minimal other capital  resources  available to
meet  obligations  which  normally  can be  expected  to be  incurred by similar
companies and had a accumulated  stockholder's  deficiency of $2,026,926 (2003 -
$1,845,314).  Management  intends to raise additional  capital through share and
debt issuances to finance operations and invest in other business opportunities,
however,  no  assurance  can be  given  that we will be  successful  in  raising
additional capital or that other business opportunities will be found.

         Our principal  business  activity  during the year ended April 30, 2003
was the  exploration  by API Canada of the 7-32 Well on the Athabasca  prospect.
During the year ended April 30,  2003,  a total of  $1,650,298  was spent on the
re-entering and deepening of the 7-32 Well. Of this amount various joint venture
partners  contributed  a total of  $846,507  towards  these  costs,  leaving net
exploration  expenditures to us of $803,791 and API Canada with accounts payable
related to this exploration of $718,462 as at April 30, 2003. As a result of the
failure to find economically viable amounts of hydrocarbons within the Athabasca
Prospect and owing to financial constraints put on API Canada as a result of its
exploration  activities,  it was determined  that both the Athabasca and Firebag
Prospects should be written off and $822,218 was charged to operations in 2003.

         During the year ended April 30,  2004 the primary  focus of the Company
was on finding a business  plan and / or  project of  significant  merit for the
Company and in dealing with the creditor and other issues  related to failure of
the  Company's  exploration  program.  Management  fees for the year of $126,857
(2003 - $100,721)  included $54,857 paid to the former president of the Company,
which in the prior year was charged to exploration  expense. The amount paid the
former president also included $30,000 paid to him by way of issuing him 300,000
common  shares.  Advertising  and promotion  costs of $211,561 (2003 - $210,101)
were  consistent  with the prior year as the  Company  searched  for  sources of
financing to fund its operations and develop its projects.  Consulting  expenses
of $391,577 (2003 - $121,124)  includes $89,340 related to compensation  expense
charged for options granted to consultants during the period. Consulting expense
also includes  $98,800 related to 830,100 bonus shares issued to consultants for
services  during the period and  $39,100  pertaining  to 230,000  common  shares
granted to  Directors  of the  Company  and  $100,000  paid to the finder of the
Debenture.  Travel costs of $36,612  (2003 - $36,818) were  consistent  with the
same period last year owing to travel  associated  with the Earth Energy license
agreement  and Pasquia  Hills  project.  Professional  fees of $176,807  (2003 -


                                       26
<PAGE>

$161,206)  continued to be a major  expense to the Company as it incurred  costs
related  to  evaluating  various  business  proposals,  dealing  with  Anhydride
Canada's  creditor  situation and legal work  pertaining to the  Debenture.  The
Company recorded non-cash  financing expenses of $464,598 relating to the deemed
value of the warrants issued in conjunction with the Debenture. The Company also
spent $59,525 (2003 - $32,875) in exploration  costs  associated with its Henday
Lake  property  and $40,160 on initial  exploration  work related to the Pasquia
Hills  project.  In total the Company  experienced  a net loss of  $1,581,054 or
$0.09 per share for the year ended  April 30,  2004,  compared  to a net loss of
$2,289,124  or $0.18 per share for the year ended  April 30,  2003.  The Company
expects to continue to incur operating  losses and will continue to be dependent
on additional  equity or debt sales and or property  joint  ventures to fund its
activities in the future.

         As noted above Anhydride Canada has incurred significant trade payables
in pursuit of its exploration activities,  which totaled to $718,462 as at April
30, 2003. In an attempt to settle these  liabilities,  the Company made an offer
to  Anhydride  Canada  creditors to settle  outstanding  debts for shares of the
Company at $0.10 per share for each $0.15 CND of debt.  The Company has received
acceptances from creditors  totaling  $303,781  ($416,484 CND), which represents
2,776,560  common  shares and during  the year ended  April 30,  2004 and issued
287,638  common shares  pursuant to these  agreements.  Certain of the creditors
have  rejected  this  offer  and  threatened  receivership  proceedings  against
Anhydride Canada unless they are paid in full.  Anhdydride  Canada does not have
the resources to meet these demands and the Company has determined  that it will
not commit further  resources to Anhdydride  Canada or defend such action should
the creditors take it.

         During the year ended April 30,  2004,  rather than  exercising  a call
option to acquire the  Athabasca  and Firebag  prospect  interests  of Anhydride
Limited Partnership the Company agreed purchase them for 3,220,000 common shares
of the Company, which have yet to be issued. The Athabasca and Firebag prospects
were written off as of April 30, 2003.

         During the year ended April 30, 2004 the Company  issued  $1,000,000 of
6%  secured  convertible  debentures,   which  mature  August  16,  2004.  These
debentures are secured by a general security agreement over all of the Company's
property.  The debentures are convertible into common shares at the lower of 70%
of the five-day  average  closing price of the Company's  common shares or $0.45
per  share,  provided  that  while  the  debentures  are in  good  standing  the
conversion  price will not be below  $0.15 per share.  In  conjunction  with the
issuance  of the  convertible  debentures  the  Company  also  issued  2,666,666
warrants.  Each  warrant  entitles its holder to purchase an  additional  common
share of the  Company  during the  period  January 6, 2004 to January 6, 2005 at
$0.35 per share.  The holders of the warrants  may elect a cashless  exercise of
the warrants  based on the market value of the  Company's  common  shares at the
time of  exercise.  The Company has  granted the holders of the  debentures  and
warrants  registration  rights on the underlying common shares. The registration
rights  agreement  calls for the  underlying  shares to be registered by May 29,
2004. To date, the Company has not completed the  registration of the underlying
shares.  Pursuant to the registration rights agreement the Company is subject to
a 2% penalty every thirty days the registration statement is late and failure to
file  may  cause  the  debentures  to be in  default  and due  immediately.  The
debentures also require that the holders of the debentures agree to the issuance
of shares in certain instances.  The Company may redeem the convertible notes at
a redemption price of 110% of the principal plus interest.


                                       27
<PAGE>

         On April 7, 2004, the Company entered into an equity  participation and
farmout  agreement with Energy 51 Inc.  ("Energy 51") pursuant to this agreement
the Company purchased 750,000 common shares of Energy 51 representing 15.625% of
its issued and outstanding share capital for $152,800 ($200,000 Cnd.). Energy 51
is a privately held Alberta  company  engaged in the exploration and development
of oil and gas primarily in Alberta.  The agreement grants the Company the right
to purchase a further 375,000 common shares for $72,939 ($100,000 Cnd.) to bring
its  interest in Energy 51 to 20.8% which the Company  exercised  subsequent  to
April 30,  2004.  The Company  also has the right to purchase a further  375,000
common  shares for $72,939  ($100,000  Cnd.) on or before  October 1, 2004.  The
Company  has also  agreed on a best  efforts  basis to  provide  up to  $364,697
($500,000  Cnd.) to  Energy 51 for  oilfield  work to be done by Energy 51 on or
before  October 1, 2004.  After October 1, 2004 the Company may elect to convert
the working capital loan into up to 1,058,825  common shares or into a term loan
due in two years with a 100% return.  As part of this  agreement the Company has
to be offered the right to participate  on all prospects  generated by Energy 51
until April 1, 2006.

         During  the year  ended  April  30,  2004  Energy  51 had not yet begun
operations.  The Company's  purpose for the investment was to diversify its core
business,  to  possibly  receive a stream  of future  cash flow from oil and gas
exploration  and to have the  opportunity  to review  and  invest in oil and gas
exploration  prospects  of merit.  Further  investment  will be  subject  to the
performance of Energy 51 and funding requirements of the Company.

         During February, 2004 the Company engaged the services of Keith McCrae,
P. Eng. as manager of its Pasquia Hills Oil Shale Project on a consulting  basis
for $750 ($1,000CND.) per day on a as needed basis. Subsequent to April 30, 2004
the Company began a pre-feasibility study of its Pasquia Hills Oil Shale Project
at an estimated cost of $150,000.  To date it is still  performing  work on this
pre-feasibility  study and waiting  results  from it. The Company is also in the
process of settling debts owed by WPC to its creditors.  Based on the results of
this  pre-feasibility  study the  Pasquia  Hills Oil  Shale  Project  may be the
primary focus for the Company in the upcoming year.

         Subsequent to April 30, 2004 the Company has an  agreement,  subject to
due  diligence and certain  conditions  being met, to purchase a 51% interest in
the Firebag,  Saskatchewan  prospect for $83,880  ($115,000 CND),  three million
common  shares and a $0.12 per barrel  royalty.  The Company has also  reached a
verbal  agreement  in  principle,  with a  non-related  party,  to purchase  the
remaining  49%  interest  in the  prospect  for  $1  million  and a  2.5%  gross
overriding  royalty,  subject to certain  conditions  being  met.  The  Firebag,
Saskatchewan  prospect covers  approximately  2,000 square miles in northwestern
Saskatchewan  along the Alberta border. The prospective lands host Fort McMurray
and Wabiskaw Palo channel zones  containing  Athabasca Oil Sands.  Should one or
more of these transactions close the Firebag,  Saskatchewan prospect, subject to
financing, may become a prime focus of the Company during the upcoming year.


                                       28
<PAGE>

         As at July 23, 2004 the Company had approximately $5,000 of cash and we
have no revenues.  Therefore,  our operating  results,  profitability and future
rate of growth  depend  solely on our  ability to  successfully  develop our new
business plans and our ability to obtain further funding. We plan to fund future
operations by way of joint venture  agreements  and or other forms of financing,
including the public offering or private  placement of equity or debt securities
and  will  continue  to rely on  loans  from  related  parties  to meet  current
obligations.  However, we cannot assure you that joint venture partners, debt or
equity  financing  or loans from  related  parties  will be  available  to us on
acceptable terms to meet these requirements.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Financial Statements and Supplementary Data following the signature
page of this Form 10-KSB.

ITEM 8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

         None.

ITEM 8A. CONTROLS AND PROCEDURES

         An  evaluation  was  performed  under  the  supervision  and  with  the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial  Officer of the effectiveness of the design and operation of
the  Company's  disclosure  controls and  procedures  within 180 days before the
filing date of this  annual  report.  Based on that  evaluation,  the  Company's
management,  including the CEO and CFO, concluded that the Company's  disclosure
controls and procedures were effective.  There have been no significant  changes
in the Company's internal controls or in other factors that could  significantly
affect internal controls subject to their evaluation.



                                       29
<PAGE>



                                    PART III

ITEM 9.  DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL   PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         (a) The following table sets forth as of April 30, 2004 and through the
date of the  preparation  of this  report,  the  names  and ages of the  current
directors and executive  officers of the Company,  and the principal offices and
positions with the Company held by each person and the date such person became a
director or executive  officer of the  Company.  The  executive  officers of the
Company are elected annually by the board of directors. Executive officers serve
terms of one year or until their death,  resignation  or removal by the board of
directors.  The present term of office of each  director will expire at the next
annual meeting of  shareholders.  Each executive  officer will hold office until
his successor duly is elected and qualified,  until his  resignation or until he
is removed in the manner provided by the Company's bylaws.


<TABLE>

NAME OF  DIRECTOR OR OFFICER AND    OFFICER OR
POSITION IN THE COMPANY             DIRECTOR SINCE     AGE    OFFICE(S) HELD AND OTHER BUSINESS EXPERIENCE
--------------------------------    -------------      ---    ------------------------------------------------------
<S>                                 <C>                <C>    <C>
Thornton J. Donaldson               1998 - 2002,        75    President of the Company from April,  1998 to May 16,
President, Chief Financial          2003                      2002 and  from  September  15,  2003  until  present.
Officer and Director                                          President of Rich Coast,  Inc., an  industrial  waste
                                                              treatment company located in Dearborn,  Michigan from
                                                              1984 to 1993,  and a  Director  of Rich  Coast,  Inc.
                                                              from  1993 to  1999.  Director  of  Lorex  Resources,
                                                              Ltd.,  a  mineral   exploration  company  located  in
                                                              Vancouver,   British   Columbia   since   July  1999.
                                                              President  and  sole  director  of  United  Corporate
                                                              Advisers Ltd., a geological and financial  consulting
                                                              business   founded   by  Mr.   Donaldson   in   1970.
                                                              Self-employed   as   a   consulting   geologist   and
                                                              financial advisor from 1978 through the present.


</TABLE>



                                       30
<PAGE>


<TABLE>

NAME OF  DIRECTOR OR OFFICER AND    OFFICER OR
POSITION IN THE COMPANY             DIRECTOR SINCE     AGE    OFFICE(S) HELD AND OTHER BUSINESS EXPERIENCE
--------------------------------    -------------      ---    ------------------------------------------------------
<S>                                 <C>                <C>    <C>
William G. Timmins                  1998               67     Secretary   of   the   Company   since   July   1998.
Secretary and Director                                        Self-employed as President of WGT  Consultants,  Ltd.
                                                              from 1983 to present    as    a geological consultant
                                                              for numerous   mining companies in Canada, the United
                                                              States, Central and South America, Australia  and New
                                                              Zealand. Director of Monalta Resources Ltd., a mineral
                                                              exploration company located in West Vancouver, British
                                                              Columbia from April 1998 to present.

</TABLE>


Except as indicated in the above table, no director of the Company is a director
of an entity that has its  securities  registered  pursuant to Section 12 of the
Securities Exchange Act of 1934.


(b) and (c) SIGNIFICANT EMPLOYEES AND FAMILY RELATIONSHIPS.

         There  are no  significant  employees  who are not  also  directors  or
executive  officers.  There  were  and are no  family  relationships  among  the
officers,  directors or any person chosen by the Company to become a director or
officer.  No arrangement  exists between any of the above officers and directors
pursuant  to which  any one of those  persons  was  elected  to such  office  or
position.  None of our directors is also a director of another company which has
a class of securities registered under Section 12 of the Securities Exchange Act
of 1934, or which is subject to the reporting  requirements  of Section 15(d) of
that act.

(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

         Based on information submitted by the directors and executive officers,
none of the directors or executive officers is involved in, or has been involved
in,  legal  proceedings  during  the past five  years  that are  material  to an
evaluation of the ability or integrity of any director or executive officer.

(e) AUDIT COMMITTEE FINANCIAL EXPERT

         Not yet required

(f) IDENTIFICATION OF AUDIT COMMITTEE

         We  do  not  have  a  separately-designated  standing  audit  committee
established  in  accordance  with  Section  3(a)(58)(A)  of  the  Exchange  Act.
Therefore,  the members of our board of directors serve as our audit  committee.
Neither Mr.  Donaldson nor Mr.  Timmins are  independent  directors.  The NASDAQ
definition of independence was used when making that determination.


                                       31
<PAGE>

(g) PROCEDURES BY WHICH SECURITY HOLDERS MAY RECOMMEND  NOMINEES TO THE BOARD OF
    DIRECTORS.

         Nominating Committee: The entire Board of Directors fulfills the duties
of our Nominating Committee ("Nominating  Committee"),  which include overseeing
the process by which  individuals  may be nominated  to our board of  directors.
While the Company hopes to establish a separate nominating  committee consisting
of  independent  directors if the number of  directors is expanded,  the current
size of the Company's  Board of Directors does not facilitate the  establishment
of a separate committee.  Our Nominating  Committee's charter was adopted by the
board of directors as of on April 30, 2004.

         The functions performed by the Nominating Committee include identifying
potential  directors and making  recommendations  as to the size,  functions and
composition  of the  Board  and  its  committees.  In  making  nominations,  our
Nominating  Committee  is  required  to submit  candidates  who have the highest
personal and professional integrity,  who have demonstrated  exceptional ability
and  judgment and who shall be most  effective,  in  conjunction  with the other
nominees to the board,  in collectively  serving the long-term  interests of the
shareholders.

         The   Nominating   Committee   considers   nominees   proposed  by  our
shareholders.  To recommend a prospective nominee for the Nominating Committee's
consideration,  you may  submit the  candidate's  name by  delivering  notice in
writing to Uranium Power  Corporation,  c/o Burns,  Figa and Will, P.C., 6400 S.
Fiddlers Green Circle, Suite 1030, Englewood, CO 80111, USA.

         A shareholder  nomination  submitted to the  nomination  committee must
include  at  least  the  following  information  (and  can  include  such  other
information the person submitting the  recommendation  desires to include),  and
must be submitted to the Company in writing:


          (i). The name,  address,  telephone  number,  fax  number  and  e-mail
               address of the person submitting the recommendation;

          (ii).The  number of  shares  and  description  of the  Company  voting
               securities  held by the  person  submitting  the  nomination  and
               whether  such  person is holding  the shares  through a brokerage
               account (and if so, the name of the broker-dealer) or directly;

          (iii). The name,  address,  telephone  number,  fax  number and e-mail
               address  of  the  person  being  recommended  to  the  nominating
               committee to stand for  election at the next annual  meeting (the
               "proposed  nominee")  together with  information  regarding  such
               person's  education   (including  degrees  obtained  and  dates),
               business  experience  during  the  past ten  years,  professional
               affiliations  during  the  past ten  years,  and  other  relevant
               information.

          (iv).Information  regarding any family  relationships  of the proposed
               nominee as required by Item 401(d) of SEC Regulation S-K. (v)


                                       32
<PAGE>

          (v). Information whether the proposed nominee or the person submitting
               the  recommendation  has  (within  the  ten  years  prior  to the
               recommendation)  been involved in legal  proceedings  of the type
               described  in  Item  401(f)  of SEC  Regulation  S-K  (and if so,
               provide  the  information   regarding  those  legal   proceedings
               required by Item 401(f) of Regulation S-K).

          (vi).Information   regarding  the  share  ownership  of  the  proposed
               nominee   required  by  Item  403  of  Regulation   S-K.

        (vii). Information  regarding certain  relationships and related party
               transactions  of the proposed  nominee as required by Item 404 of
               Regulation S-K.

       (viii). The signed consent of the proposed nominee in which he or she

          a.   consents  to being  nominated  as a  director  of the  Company if
               selected by the nominating committee,

          b.   states his or her  willingness  to serve as a director if elected
               for  compensation  not greater  than that  described  in the most
               recent proxy statement;

          c.   states whether the proposed  nominee is  "independent" as defined
               by Nasdaq Marketplace Rule 4200(a)(15); and

          d.   attests to the accuracy of the information  submitted pursuant to
               paragraphs (i), (ii), (iii), (iv), (v), (vi), and (vii), above.

         Although the  information  may be submitted by fax,  e-mail,  mail,  or
courier,  the nominating  committee must receive the proposed  nominee's  signed
consent, in original form, within ten days of making the nomination.

         When the information  required above has been received,  the nominating
committee  will evaluate the proposed  nominee  based on the criteria  described
below,  with the  principal  criteria  being  the needs of the  Company  and the
qualifications of such proposed nominee to fulfill those needs.

         The process for  evaluating  a director  nominee is the same  whether a
nominee is recommended  by a shareholder or by an existing  officer or director.
The Nominating Committee will:

         1. Establish criteria for selection of potential directors, taking into
         consideration the following attributes which are desirable for a member
         of our  Board of  Directors:  leadership;  independence;  interpersonal
         skills; financial acumen; business experiences; industry knowledge; and
         diversity of  viewpoints.  The Nominating  Committee will  periodically
         assess the criteria to ensure it is consistent  with best practices and
         the goals of the Company.

         2. Identify  individuals  who satisfy the criteria for selection to the
         Board and,  after  consultation  with the  Chairman of the Board,  make
         recommendations to the Board on new candidates for Board membership.

         3.  Receive and evaluate  nominations  for Board  membership  which are
         recommended by existing directors,  corporate officers, or shareholders
         in  accordance  with  policies  set by  the  Nominating  Committee  and
         applicable laws.


                                       33
<PAGE>

         The  Nominating  Committee  has held zero formal  meetings  and has not
taken an action by unanimous written consent through the Record Date.

         The Company has not engaged the  services of or paid a fee to any third
party or parties to identify or evaluate or assist in  identifying or evaluating
potential  nominees.  Within a reasonable time before we began to print and mail
this  proxy  statement  and  related  materials,  neither  the  Company  nor the
Company's  Nominating  Committee  has  received a  recommended  nominee from any
shareholder that  beneficially own more than 5% of the Company's common stock or
group of shareholders that beneficially own more than 5% of the Company's common
stock.

(h) COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934.

         Section 16 (a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  directors,  directors and  beneficial  owners of more than 10% of the
Company's  Common  Stock to file  initial  reports of  ownership  and reports of
changes in ownership  with the  Securities  and Exchange  Commission.  Executive
officers, directors and 10% or greater owners are required by SEC regulations to
furnish the Company  with  copies of all  Section  16(a) forms they file.  Based
solely on a review of the  copies of such forms  furnished  to the  Company  and
written representations from the Company's executive officers, directors and 10%
or greater owners, the following reports were not timely filed:

          o    Thornton J. Donaldson failed to file 3 Form 4s required to report
               certain  transactions.  Mr.  Donaldson  remedied  this problem by
               filing a Form 5 on June 8, 2004.

          o    William G.  Timmons  failed to file 9 Form 4s  required to report
               certain transactions. Mr. Timmins remedied this problem by filing
               a Form 5 on June 8, 2004.

(i) CODE OF ETHICS

         On July 28, 2004, our Board of Directors  adopted a code of ethics that
applies to all of our officers and employees,  including our principal executive
officer,   principal  financial  officer,   principal   accounting  officer  and
controller.  Our Code of Ethics  establishes  standards and guidelines to assist
our directors,  officers, and employees in complying with our corporate policies
and with the law.


                                       34
<PAGE>



ITEM 10. EXECUTIVE COMPENSATION

Compensation and other Benefits of Executive Officers.


         The following table sets out the  compensation  received for the fiscal
years April 30, 2004,  2003 and 2002 in respect to each of the  individuals  who
were the Company's  chief  executive  officer at any time during the last fiscal
year and the Company's  four most highly  compensated  executive  officers whose
total salary and bonus exceeded $100,000 (the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

             FISCAL YEAR COMPENSATION                                                   LONG TERM COMPENSATION

                                                                                 AWARDS                       PAYOUTS
                                                                                       RESTRICTED
                                                                                         SHARES
                                                                         SECURITIES        OR
      NAME AND                                            OTHER          UNDERLYING    RESTRICTED      LTIP        ALL OTHER
      PRINCIPAL                SALARY       BONUS         ANNUAL        OPTION/SARS       SHARE      PAYOUTS     COMPENSATION
      POSITION          YEAR      ($)        ($)       COMPENSATION       GRANTED         UNITS        ($)           ($)
      --------          ----      ---        ---       ------------       -------         -----        ---           ---
<S>                     <C>     <C>        <C>         <C>               <C>              <C>         <C>           <C>
Douglas Cannaday,       2004    $24,857    $30,000           0            600,000(4)         0           0             0
President(2)            2003    $56,000    $30,000           0            400,000(3)         0           0             0

Thornton                2004       0       $22,100           0            130,000(5)         0           0             0
Donaldson,              2003       0          0              0            200,000            0           0             0
Former                  2002       0          0              0            175,000            0           0             0
President(1)

</TABLE>



---------------
(1)  Mr. Donaldson served as President from April, 1998 to May 16, 2002 and from
     September 15, 2003

(2)  Mr.  Cannaday  has served as President  from May 16, 2002 to September  15,
     2003

(3)  These options were cancelled by the Company May 28, 2003

(4)  During  2004 Mr.  Cannaday  received  300,000  common  shares to settle the
     $30,000 bonus declared in 2003 plus  management  fees of $54,857 made up of
     24,857 in cash and a $30,000 bonus paid by way 300,000 common shares

(5)  Mr. Donaldson received a bonus of $22,100 which was paid by the issuance of
     130,000 common shares

Agreements with Management.

         Effective May 6, 2002, the Company entered into an employment agreement
with Doug Cannaday, its new President (the "Employment Agreement").  Pursuant to
the terms of the  Employment  Agreement,  Mr.  Cannaday  shall  receive  monthly
compensation  in the  amount  of  $6,000  (Cnd.)  and was  granted  an option to
purchase  400,000 shares of the Company's  common stock at $0.25 per share until
May 6, 2005, which was cancelled May 28, 2003. The Company has agreed to issue a
replacement  option in the  future,  however,  as yet this  option  has not been


                                       35
<PAGE>

issued.  In addition,  Mr.  Cannaday  was granted a royalty  interest of 0.2% on
certain of the Company's  petroleum and natural gas prospects  from October Sun.
At the  latter  of  three  months  from  the  effective  date of the  Employment
Agreement or at such time as the outcome of a certain well project is known, the
Company and Cannaday shall  renegotiate the remuneration  paid to Cannaday under
the  Employment  Agreement.  During the year ended  April 30,  2003 the Board of
Directors  granted  Mr.  Cannaday a bonus of $30,000 in  reflection  of his work
performed on the Athabasca  Prospect.  On June 20, 2003 Mr. Cannaday was granted
options to acquire up to 300,000 shares of Common stock at $0.10 per share, this
option was exercised July 25, 2003 against to his accrued bonus noted above.  On
July 25, 2003 the Company issued Mr. Cannaday  300,000 bonus shares for services
preformed  with a deemed value of $30,000.  Mr.  Cannaday  resigned as President
effective September 15, 2003.

         Effective  May  15,  2002,  the  Company  entered  into  an  employment
arrangement with Michel David, who then became a director of the Company ("David
Employment Agreement"). Pursuant to the terms of the David Employment Agreement,
Mr. David, under certain conditions was entitled to receive monthly compensation
in the  amount of $3,000  Cdn.  and was  granted an option to  purchase  200,000
shares of the  Company's  common  stock for a period of two years at an exercise
price of $0.25 per share until May 15, 2005. In addition,  Mr. David was granted
a royalty interest of 0.1% on certain of the Company's petroleum and natural gas
prospects by October Sun. In the event Mr.  David was  terminated  for cause any
options not exercised  would be  cancelled.  The Company and Mr. David agreed on
his compensation being $3,271 ($5,000 Cdn.). Mr. David resigned on June 23, 2003
and this balance was written off during the year ended April 30, 2004.

         There are no other arrangements or understandings between any executive
officer  and any  director  or other  person  pursuant  to which any  person was
selected as a director or an executive officer.

Option/Stock  Appreciation  Rights  ("SAR")  Grants  during  the  most  recently
completed Fiscal Year.

         The  following  table  sets out the stock  options  and stock  warrants
granted as bonuses,  which were granted by the Company  during 2004 to the Named
Executive Officers of the Company.

<TABLE>
<CAPTION>

                                         OPTION/SAR GRANTS IN PREVIOUS YEAR
                                                  INDIVIDUAL GRANTS

                              NUMBER OF        % OF TOTAL
                             SECURITIES       OPTIONS/SARS
                             UNDERLYING       GRANTED TO         EXERCISE OR
                            OPTIONS/SARS      EMPLOYEES IN          BASE         MARKET PRICE ON
NAME                         GRANTED (#)      FISCAL YEAR      PRICE ($/SH)       DATE OF GRANT      EXPIRATION DATE
----                         -----------      -----------      ------------       -------------      ----------------
<S>                          <C>                  <C>               <C>               <C>                 <C>
Doug Cannaday (2)            600,000(3)           9.9%              $0.10             $0.10                n/a
Thornton Donaldson (1)       130,000(4)           2.1%              $0.17             $0.17                n/a

</TABLE>


                                       36
<PAGE>

---------------
(1)  Mr. Donaldson served as President from April, 1998 to May 16, 2002 and from
     September 15, 2003

(2)  Mr.  Cannaday  has served as President  from May 16, 2002 to September  15,
     2003

(3)  During  2004 Mr.  Cannaday  received  300,000  common  shares to settle the
     $30,000 bonus declared in 2003 plus  management  fees of $54,857 made up of
     24,857 in cash and a $30,000 bonus paid by way 300,000 common shares

(4)  Mr. Donaldson received a bonus of $22,100 which was paid by the issuance of
     130,000 common shares

         Aggregated  Option/SAR  Exercised  in Last  Financial  Year and  Fiscal
Year-End Option/SAR Values.

         The following table sets out all  option/SARs  and warrants  granted as
bonuses which were  exercised by the Named  Executive  Officers  during the most
recently  completed  fiscal year and the values of options/SARs and warrants for
such persons as of the end of the most recently completed fiscal year.

<TABLE>
<CAPTION>

                  Aggregated Option/SAR Exercised in Last Fiscal Year and FY-End Option/SAR Values

                                                                         Number of Securities         Value of
                                                                              Underlying             Unexercised
                                                                             Unexercised           Options/SARs at
                                                                           Options/SARs at           FY-End ($)
                                                                              FY-End (#)
                            Shares Acquired on                               Exercisable/           Exercisable/
Name                           Exercise (#)       Value Realized ($)        Unexercisable           Unexercisable
----                           ------------       ------------------        -------------           -------------
<S>                            <C>                <C>                       <C>                     <C>
Doug Cannaday(2)                  600,000               $60,000                 $0/$0                   $0/$0
Thornton Donaldson (1)            130,000               $22,100               375,000/0              $52,750/$0

</TABLE>

---------------

(1)      Mr. Donaldson served as President from April,  1998 to May 16, 2002 and
         from  September 15, 2003

(2)      Mr. Cannaday has served as President from May 16, 2002 to September 15,
         2003

COMPENSATION OF DIRECTORS.


         The Directors of the Company are not compensated for their services. In
addition,  no pension or  retirement  benefit  plan has been  instituted  by the
Company  and none is  proposed  at this  time and  there is no  arrangement  for
compensation with respect to termination of the directors in the event of change
of control of the Company.


                                       37
<PAGE>


BENEFIT PLANS.

         The  Company  currently  has no  retirement,  pension,  profit-sharing,
insurance or medical  reimbursement  plans or long term incentive plans covering
its officers and directors.

Repricing of Options.

None

ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

a)       Security ownership of management

         The  following  table  sets  forth as of July 23,  2004,  the number of
shares of the Company's  outstanding  $0.001 par value common stock beneficially
owned by each of the Company's  current  directors  and the Company's  executive
officers  and the number of shares  beneficially  owned by all of the  Company's
current directors and named executive officers as a group:

<TABLE>
<CAPTION>
                                                         AMOUNT AND             PERCENT OF
NAME AND ADDRESS OF                                      NATURE OF BENEFICIAL    COMMON
BENEFICIAL OWNER                    POSITION             OWNERSHIP                STOCK
----------------------              ------------         --------------------   ----------
<S>                                 <C>                  <C>                    <C>
Thornton J. Donaldson               Director               802,000(1)              3.8%
206 - 475 Howe Street
Vancouver, B.C. V6C 2B3
Canada

William G. Timmins                  Secretary and          565,000(2)              2.6%
410 - 455 Granville Street          Director
Vancouver, B.C. V6C 1T1
Canada

All    current     directors    and                      1,367,000(3)              6.4%
executive   officers   as  a  group
(three persons)

</TABLE>


---------------

(1)  Mr.  Donaldson  resigned as President  from the Company on May 16, 2002 and
     was  reappointed  President on September 15, 2003.  Includes  22,000 shares
     owned  by Mr.  Donaldson's  spouse  and  175,000  shares  owned  by  United
     Corporate  Advisors,  Ltd.,  of which Mr.  Donaldson  is the  President,  a
     Director and shareholder.  Also includes options to purchase


                                       38
<PAGE>

     175,000  shares of Common  Stock at a price per share of $0.27 until August
     21, 2006 and options to purchase  200,000 shares of Common Stock at a price
     per share of $0.25 until May 15, 2005.

(2)  Includes 150,000 shares owned by Mr. Timmins' spouse. Also includes options
     to  purchase  25,000  shares of Common  Stock at a price per share of $0.27
     until  August 21,  2006 and options to  purchase  200,000  shares of Common
     Stock at a price per share of $0.17 until October 15, 2004.

(3)  Includes securities reflected in footnotes 1 - 2.

b)       Security Ownership of Certain Beneficial Owners

         The  following  table  sets  forth as of July 23,  2004,  the number of
shares of the Company's  outstanding  $0.001 par value common stock beneficially
owned by each person who owned of record, or was known to own beneficially, more
than 5% of the Company's outstanding shares of common stock:


NAME AND ADDRESS OF                 AMOUNT AND NATURE OF         PERCENTAGE OF
BENEFICIAL OWNER                    BENEFICIAL OWNERSHIP         COMMON STOCK
-------------------------------     ---------------------        --------------
October Sun
241 Ridge Street, Fourth Floor,           3,950,000                   18.5%
Reno, Nevada 89501


c)       Changes in Control.  There are no current  arrangements  or  agreements
         pledging  securities  that  could in the  future  result in a change of
         control of the Company.

d)       Securities authorized for issuance under equity compensation plans.

         The  following  table sets forth,  as of July 23, 2002,  the (i) equity
compensation  plans approved by security holders,  and (ii) equity  compensation
plans not approved by security  holders:  (a) number of  securities to be issued
upon exercise of outstanding  options,  warrants,  and rights;  (b) the weighted
average exercise price of outstanding options, warrants, and rights; and (c) the
number of  securities  remaining  available  for future  issuance  under  equity
compensation plans:


                                       39
<PAGE>

<TABLE>
<CAPTION>

------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                             NUMBER OF SECURITIES
                                                                                            REMAINING AVAILABLE FOR
                                                                                             FUTURE ISSUANCE UNDER
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE    EQUITY COMPENSATION PLANS
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         (EXCLUDING SECURITIES
                                   OUTSTANDING OPTIONS,        OPTIONS, WARRANTS, AND      REFLECTED IN COLUMN (A))
                                   WARRANTS, AND RIGHTS                RIGHTS                         (c)
        PLAN CATEGORY                     (a)(1)                         (b)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
  Equity Compensation Plans
 Approved by Security Holders                0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity Compensation Plans Not
 Approved by Security Holders            1,050,000                      $0.27                          0
------------------------------- ---------------------------- ---------------------------- ----------------------------
            TOTAL                        1,050,000                      $0.27                          0
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>


(1)  2000 Stock  Option  Plan.  Our Board of  Directors  adopted  the 2000 Stock
     Option Plan,  effective  June 15, 2000.  The stock option plan has not been
     adopted or ratified by our shareholders.  The stock option plan was adopted
     by the Board of Directors in order to attract and retain the best available
     personnel  for  positions  of   substantial   responsibility,   to  provide
     additional  incentive to the Company's employees and to promote the success
     of the Company's  business.  The Company  reserved  1,200,000 shares of its
     Common Stock under the stock  option  plan.  As of the date of this Report,
     all options under the 2000 Stock Option Plan have been granted.

<TABLE>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                             NUMBER OF SECURITIES
                                                                                            REMAINING AVAILABLE FOR
                                                                                             FUTURE ISSUANCE UNDER
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE    EQUITY COMPENSATION PLANS
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         (EXCLUDING SECURITIES
                                   OUTSTANDING OPTIONS,        OPTIONS, WARRANTS, AND      REFLECTED IN COLUMN (a))
                                   WARRANTS, AND RIGHTS                RIGHTS                         (c)
        PLAN CATEGORY                     (A)(2)                         (B)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                           <C>                           <C>
  Equity Compensation Plans
 Approved by Security Holders                0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity Compensation Plans Not
 Approved by Security Holders             455,000                       $0.25                          0
------------------------------- ---------------------------- ---------------------------- ----------------------------
            TOTAL                         455,000                       $0.25                          0
------------------------------- ---------------------------- ---------------------------- ----------------------------

</TABLE>


                                       40
<PAGE>


(2)  2002 Stock  Option  Plan.  Our Board of  Directors  adopted  the 2002 Stock
     Option Plan,  effective  September 24, 2002.  The stock option plan has not
     been  adopted or ratified by our  shareholders.  The stock  option plan was
     adopted by the Board of  Directors  in order to attract and retain the best
     available personnel for positions of substantial responsibility, to provide
     additional  incentive to the Company's employees and to promote the success
     of the Company's  business.  The Company  reserved  2,500,000 shares of its
     Common Stock under the stock  option  plan.  As of the date of this Report,
     all options under the 2002 Stock Option Plan have been granted.

<TABLE>
<CAPTION>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                             NUMBER OF SECURITIES
                                                                                            REMAINING AVAILABLE FOR
                                                                                             FUTURE ISSUANCE UNDER
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE    EQUITY COMPENSATION PLANS
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         (EXCLUDING SECURITIES
                                   OUTSTANDING OPTIONS,        OPTIONS, WARRANTS, AND      REFLECTED IN COLUMN (a))
                                   WARRANTS, AND RIGHTS                RIGHTS                         (c)
        PLAN CATEGORY                     (a)(3)                         (b)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>
  Equity Compensation Plans
 Approved by Security Holders                0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity Compensation Plans Not
 Approved by Security Holders                0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
            Total                            0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>


(3)  2003 Stock  Option  Plan.  Our Board of  Directors  adopted  the 2003 Stock
     Option  Plan,  effective  June 3, 2003.  The stock option plan has not been
     adopted or ratified by our shareholders.  The stock option plan was adopted
     by the Board of Directors in order to attract and retain the best available
     personnel  for  positions  of   substantial   responsibility,   to  provide
     additional  incentive to the Company's employees and to promote the success
     of the Company's  business.  The Company  reserved  2,500,000 shares of its
     Common Stock under the stock  option  plan.  As of the date of this Report,
     250,000 options under the 2003 Stock Option Plan have yet to be granted.


                                                         41
<PAGE>

<TABLE>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                             NUMBER OF SECURITIES
                                                                                            REMAINING AVAILABLE FOR
                                                                                             FUTURE ISSUANCE UNDER
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE    EQUITY COMPENSATION PLANS
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         (EXCLUDING SECURITIES
                                   OUTSTANDING OPTIONS,        OPTIONS, WARRANTS, AND      REFLECTED IN COLUMN (a))
                                   WARRANTS, AND RIGHTS                RIGHTS                         (c)
        PLAN CATEGORY                     (a)(4)                         (b)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                         <C>                          <C>
  Equity Compensation Plans
 Approved by Security Holders                0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity Compensation Plans Not
 Approved by Security Holders                0                           n/a                        49,900
------------------------------- ---------------------------- ---------------------------- ----------------------------
            TOTAL                            0                           n/a                        49,900
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>


(4)  2003b Stock  Option Plan.  Our Board of  Directors  adopted the 2003b Stock
     Option Plan,  effective  September 18, 2003.  The stock option plan has not
     been  adopted or ratified by our  shareholders.  The stock  option plan was
     adopted by the Board of  Directors  in order to attract and retain the best
     available personnel for positions of substantial responsibility, to provide
     additional  incentive to the Company's employees and to promote the success
     of the Company's  business.  The Company  reserved  2,500,000 shares of its
     Common Stock under the stock  option  plan.  As of the date of this Report,
     49,900 options under the 2003b Stock Option Plan have yet to be granted.

<TABLE>
------------------------------- ---------------------------- ---------------------------- ----------------------------
                                                                                             NUMBER OF SECURITIES
                                                                                            REMAINING AVAILABLE FOR
                                                                                             FUTURE ISSUANCE UNDER
                                NUMBER OF SECURITIES TO BE    WEIGHTED AVERAGE EXERCISE    EQUITY COMPENSATION PLANS
                                  ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING         (EXCLUDING SECURITIES
                                   OUTSTANDING OPTIONS,        OPTIONS, WARRANTS, AND      REFLECTED IN COLUMN (a))
                                   WARRANTS, AND RIGHTS                RIGHTS                         (c)
        PLAN CATEGORY                     (a)(5)                         (b)
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                              <C>                         <C>                           <C>
 Equity Compensation Plans
 Approved by Security Holders                0                           n/a                           0
------------------------------- ---------------------------- ---------------------------- ----------------------------
Equity Compensation Plans Not
 Approved by Security Holders             700,000                       $0.19                       700,000
------------------------------- ---------------------------- ---------------------------- ----------------------------
            TOTAL                         700,000                       $0.19                       700,000
------------------------------- ---------------------------- ---------------------------- ----------------------------

</TABLE>


(5)  2003c Stock  Option Plan.  Our Board of  Directors  adopted the 2003c Stock
     Option Plan, effective October 15, 2003. The stock option plan has not been
     adopted or ratified by our shareholders.  The stock option plan was adopted
     by the Board of Directors in order to attract and retain the best available
     personnel  for  positions  of   substantial   responsibility,   to  provide
     additional  incentive to the Company's employees and to promote the success
     of the Company's  business.  The Company  reserved  2,000,000 shares of its
     Common Stock under the stock  option  plan.  As of the date of this Report,
     700,000 options under the 2003 Stock Option Plan have yet to be granted.



                                       42
<PAGE>


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         James  R.  Billingsley,  a  former  director  of  the  Company,  is the
registered owner of the entire  Billingsley  Claim, and thus, has an interest in
the Company's  option to acquire  rights to explore and develop the  Billingsley
Claim.  In addition,  Mr.  Billingsley is a Director of Pacific Amber  Resources
Ltd., and therefore,  has an interest in the Company's Property Option Agreement
with Pacific Amber Resources Ltd. with respect to the PDC Properties.  The Board
of  Directors  of the  Company is aware of Mr.  Billingsley's  interests  in the
Billingsley  Claim and in Pacific Amber  Resources  Ltd. The terms of the option
agreement were negotiated by Thornton  Donaldson and Mr.  Billingsley before Mr.
Billingsley  became a Director  of the  Company.  The  agreement  involving  the
Company and Mr. Billingsley's claim was handled as an arms-length transaction.

         October Sun, a Nevada  Corporation  ("October  Sun"), a greater than 5%
beneficial owner of the Company's shares, and the Company were parties an Option
Agreement,  dated as of  September  10, 2001 (the "Option  Agreement"),  whereby
October Sun granted  the  Company the right to purchase  all of the  outstanding
shares of its wholly-owned  subsidiary - API Canada. Pursuant to the October Sun
Option Agreement the Company: (i) made a payment of $75,000 to October Sun; (ii)
issued to two third  parties  each a warrant to  acquire  up to  500,000  common
shares at a purchase price of $0.01 per share until July 25, 2003;  (iii) issued
to two third parties each options to purchase up to 250,000  common shares at an
exercise  price of $0.27 per share until August 21, 2006; and (iv) agreed to pay
costs  up to a  maximum  of  $60,000  ($100,000  Cdn.)  for  the  completion  or
abandonment  of the  7-32  Well if the  October  Sun  Option  Agreement  was not
exercised. On April 30, 2002, the Company and October Sun closed the transaction
contemplated  by the Option  Agreement  pursuant to the terms and  provisions of
that certain  Agreement  and Plan of  Reorganization,  dated April 30, 2002 (the
"Merger  Agreement").  Pursuant to the terms of the Merger Agreement,  Anhydride
Petroleum  (USA)  ("Anhydride  USA"), a wholly owned  subsidiary of October Sun,
which in turn owned all of the  outstanding  capital  stock of API  Canada,  was
merged with and into a wholly owned subsidiary of the Company, UPC Merger, Inc.,
a Colorado  corporation,  with the entity  surviving  the merger  being a wholly
owned subsidiary of the Company named Anhydride  Petroleum (USA), and owning all
of the outstanding  capital stock of API Canada. As a result of the transaction,
the Company (i) issued to October Sun an demand promissory note in the principal
amount of U.S.  $100,000,  bearing  interest  at a rate of prime  plus 2%;  (ii)
3,950,000  shares of the Company's  Common Stock,  $0.001 par value; and (iii) a
warrant to purchase up to 500,000 shares of the Company's  Common Stock,  $0.001
par value,  at a purchase price of $0.01 per share,  which warrant expires April
30, 2003, which warrant was  subsequently  cancelled and replaced with a warrant
issued to  Anhydride  Oil  Corporation  whereby  it may  purchase  600,000 up to
600,000 shares of the Company's  Common Stock,  $0.001 par value,  at a purchase
price of $0.01 per share,  which warrant expires August 30, 2004. As a result of
the merger,  the Company  through its wholly owned  subsidiary,  Anhydride  USA,
which owns all of the issued and  outstanding  shares of API Canada,  became the
owner of  certain  parcels,  mining  rights,  and  licenses,  subject to certain
working interests, collectively known as the Anhydride Rights.

         In addition to the consideration  received by October Sun in connection
with the Merger Agreement,  October Sun was paid by the Company a management fee
in the amount of $72,000 (2003 -$72,000.)


                                       43
<PAGE>

         October  Sun  also  retained  a 1% -  1.36%  gross  overriding  royalty
interest in the  Athabasca and Firebag  Prospects  which were written off during
the year ended April 30, 2003.

         In  connection  with,  and as a condition to, the  consummation  of the
Merger  Agreement  on April 30,  2002,  each of Robert  Edwards  and  Hodgkinson
Equities Corp or its assignee 858642 Alberta Ltd., who at that time were greater
than 5% beneficial owners of the Company's shares, were each issued a warrant to
purchase up to 500,000 shares of the Company's  Common Stock,  $0.001 par value,
at a purchase  price of $0.01 per share,  which  warrant  expired  July 25, 2003
unexercised.

         The Company is party to a Joint Venture  Agreement dated April 30, 2002
between the Company and Anhydride  Oil  Corporation  ("AOC"),  among others (the
"AOC Joint  Venture  Agreement").  AOC is the present owner of the 7-32 well and
AOC  License,  however  upon  completion  of the  testing of the 7-32 Well on or
before September 15, 2002, which is expected to involve the spending of $156,250
($250,000  Cdn.) the  Company  earns  its  interest.  AOC shall  retain a 27.25%
working  interest after payout,  subject to gross overriding  royalty  interests
amounting to 9.5% and  government  royalties.  Out of the 9.5% gross  overriding
royalty,  5% is  payable  to AOC.  Additionally,  AOC  holds an  18.25%  working
interest in each of the five API Canada Licenses  covering the Athabasca and the
Firebag  Prospects.  Under  certain  conditions  AOC is  entitled  to exercise a
Warrant to purchase 600,000 common shares from the Company's  treasury for $0.01
valid until August 30, 2004. The  conditions of the warrant  require that a well
be  successfully  completed  from  which is  established  continuous  commercial
production of petroleum  substances for a period of not less than 30 consecutive
days. As the  exploration of the Athabasca  Prospect proved not to be successful
this warrant has been deemed  expired.  Upon a successful  well,  the Company is
obliged to pay to AOC a one-time cash payment of $100,000 Cdn., which given that
the Athabasca and Firebag  Prospects  were written off as of April 30, 2003 will
not be paid.

         Effective May 6, 2002, the Company entered into an Employment Agreement
with Doug Cannaday, its new President (the "Employment Agreement").  Pursuant to
the terms of the  Employment  Agreement,  Mr.  Cannaday  shall  receive  monthly
compensation in the amount of $6,000 (Cdn.) monthly and was granted an option to
purchase  400,000  shares of the  Company's  common  stock for a period of three
years  at an  exercise  price  equal  to the  market  price  on the  date of the
Employment Agreement less the maximum allowable discount. At the latter of three
months from the effective  date of the  Employment  Agreement or at such time as
the outcome of a certain well project is known,  the Company and Cannaday  shall
renegotiate the remuneration paid to Cannaday under the Employment Agreement.

         Also,  effective  May 6, 2002,  Doug  Cannaday  entered  into an Option
Agreement  with a third party,  pursuant to which Mr.  Cannaday has the right to
purchase  200,000  of the  Company's  common  stock  from the third  party at an
exercise price of $0.01 per share.  Mr. Cannaday was granted a royalty  interest
of 0.2% on certain of the  Company's  petroleum  and  natural gas  prospects  by
October Sun, which were written off by the Company as of April 30, 2003.


                                       44
<PAGE>

         In  satisfaction  of the above noted  obligation to issue  options,  on
September 24, 2002, the Company issued Mr. Cannaday  options to purchase 400,000
shares  of  Common  stock at $0.25  per share  until  May 6,  2005,  which  were
cancelled  May 28, 2003.  During the year ended April 30, 2004 Mr.  Cannaday was
paid a total of $54,857  (2003 - $86,000),  including  300,000 bonus shares at a
deemed  price of $0.10 per share on July 25,  2003.  Mr.  Cannaday  resigned  as
President on September 15, 2003.

         Effective  May  15,  2002,  the  Company  entered  into  an  employment
agreement with Michel David an officer and director of the Company.  Pursuant to
the terms of this agreement Mr. David is to receive monthly  compensation in the
amount of $3,000 Cdn.  monthly and an option to purchase  200,000  shares of the
Company's  common stock for a period of two years at an exercise  price of $0.35
per share.  Also,  effective  May 15,  2002,  Mr.  David  entered into an Option
Agreement  with a third  party,  pursuant  to which he has the right to purchase
100,000 of the Company's  common stock from the third party at an exercise price
of $0.01 per share.  In addition,  Mr.  David was granted a royalty  interest of
0.1% on certain of the Company's  petroleum and natural gas prospects by October
Sun,  which the Company  wrote off as of April 30, 2003.  Mr. David  resigned on
June 23, 2003.

         On July 10,  2002 in order to  provide  a  substantial  portion  of the
necessary  funding to give effect to our business  objectives in connection with
the Athabasca and Firebag Prospects we entered into exploration  agreements with
the Limited  Partnership with an objective to raise $865,385  ($1,350,000 Cdn.).
In return for each $34,615 ($54,000 Cdn.) expended in either of the Athabasca or
Firebag Prospects the Limited Partnership will earn a 1% working interest before
and after payout in the prospect in which the expenditure  occurs,  to a maximum
cumulative  25% between the  Prospects.  The Company  maintains a call option to
reacquire the working interests earned by the Limited Partnership exercisable at
130% of earned in  expenditures  payable in shares at the then  market  when the
option  is  exercised.   The  Company  also  granted  warrants  to  the  Limited
Partnership to purchase up to 750,000 shares at $.50 per share, valid until July
11, 2003. The Warrants will vest in proportion to the working interest earned in
the Prospects by the Limited Partnership. For each 1% working interest earned in
a Prospect,  warrants to acquire  30,000  common shares of the Company will vest
and be immediately exercisable.

         During the year ended April 30, 2003, the Company  amended the terms of
the exploration agreements whereby the number of shares to be issued pursuant to
the warrants was  increased  to 1,500,000  and the exercise  price per share was
lowered to $0.25 per share. The rate at which the Limited Partnership shall earn
a 1%  working  interest  was also  increased  to  $60,000  Cdn.  in  exploration
expenditures.  The Company also agreed to pay costs associated with the start up
of the  Limited  Partnership.  Based  on the  Limited  Partnerships  exploration
expenditures  of  $313,725  ($483,000  Cdn.) as at April  30,  2003 the  Limited
Partnership earned an 8.05% working interest before and after payout, subject to
various royalties,  in the Athabasca Prospect and they were entitled to warrants
to acquire 483,000 common shares at $0.25 per share. These warrants subsequently
expired unexercised.

         Also subsequent to April 30, 2003, the Company,  rather than exercising
the Working Interest Call Option, made an offer to acquire the working interests
of the Limited  Partnership for 3,220,000 common shares of the Company which was
accepted by the Limited Partnership. These shares have yet to be issued.


                                       45
<PAGE>

         On July 18, 2002, Doug Cannaday  entered into an Option  Agreement with
Robert Edwards and Hodgkinson Equities Corporation ("Hodgkinson"), both of which
were 5% or greater  beneficial owners of the Company's common stock. Mr. Edwards
and Hodgkinson are parties to an Exploration Agreement dated August 20, 2002, as
amended,  between Comstock Petroleum  Corporation,  October Sun, Mr. Edwards and
Hodgkinson,  related to the Athabasca and Firebag  Prospects  which were written
off  during  the  year  ended  April  30,  2003.  Pursuant  to this  exploration
agreement, Hodgkinson and Edwards received stock options and warrants to acquire
shares of the Company.  One of the benefits  granted to  Hodgkinson  and Edwards
entitles  Hodgkinson and Edwards to acquire up to 500,000 shares of common stock
of the Company for a period of five years at a price per share of $0.27. Each of
Hodgkinson  and Edwards are  entitled  to  one-half of the  warrant.  Hodgkinson
introduced  Cannaday to the principals of the Company and encouraged Cannaday to
become a part of the Company's  management team. In  consideration  for Cannaday
ultimately  agreeing to become a part of the  management  the  Company,  each of
Hodgkinson and Edwards  granted  Cannaday an option to purchase 50,000 shares of
the Company's  common stock  (100,000  shares in total) for a price per share of
$0.27 until the option  expires.  In the event that the Company extends the life
of the  option,  Mr.  Cannaday's  options  pursuant  to the  agreement  shall be
extended on the same terms.

              Convertible  Notes - On  September  24, 2002 the Company  issued a
convertible note to October Sun, a Nevada Corporation in the principal amount of
$400,000 and on the same date the Company  issued a  convertible  note to United
Corporate Advisors in the principal amount of $195,000.  The notes become due on
September  30, 2003,  bear  interest at 6% per annum and may be  converted  into
Units at a price per  share  equal to the lower of i) $0.25 per share or ii) the
market  price  of one  share  of the  Company's  common  stock  on the  date  of
conversion.  Each unit is to  consist  of one  common  share  and a  warrant  to
purchase one common share at a price equal to 133% of the conversion price for a
period of one year following the date of conversion. During the year these notes
were extended to December 31, 2004.

         Other than the  transactions  stated  above,  none of the  directors or
executive  officers  of the  Company,  nor any person who owned of record or was
known to own beneficially  more than 5% of the Company's  outstanding  shares of
its Common  Stock,  nor any associate or affiliate of such persons or companies,
has any material  interest,  direct or  indirect,  in any  transaction  that has
occurred  since its inception on April 3, 1998, or in any proposed  transaction,
which has materially affected or will affect the Company.


                                       46
<PAGE>


                                     PART IV

ITEM 13. EXHIBITS PURSUANT TO ITEM 601 OF REGULATION S-B.

(a)      Exhibits

3.1      Articles of Incorporation. 1

3.2      Bylaws. 1

4.1      2000 Stock Option Plan. 1

4.2      2002 Stock Option Plan 2

4.3      2003 Stock Option Plan 3

10.1     Option  Agreement  dated September 10, 2001 and Amendment dated October
         10, 2001.4

10.2     Agreement and Plan of  Reorganization  with October Sun dated April 30,
         2002.5

10.3     Joint Venture Agreement dated April 30, 2002.6

10.4     Employment Agreement with Doug Cannaday effective May 6, 2002.6

10.5     Exploration Agreement dated July 10, 2002.6

10.6     Equity  Participation and Farmout Agreement dated April 7, 2004 between
         Energy 51, Inc.,  Uranium Power  Corporation  and West Peak Ventures of
         Canada, LTD, filed herewith.

10.8     Agreement  between West Peak Ventures of Canada,  Ltd and Uranium Power
         Corporation, dated December 3, 2003, filed herewith.

10.9     Agreement between Western  Petrochemicals  Corp., Powermax Energy, Inc.
         and Uranium Power Corporation dated April 23, 2004, filed herewith.

14       Code of Ethics, filed herewith.

--------------------
1    Incorporated by reference from Form 10-SB, filed October 14, 1999.
2    Incorporated by reference from Form S-8, dated March 24, 2003.
3    Incorporated by reference from Form S-8, dated June 27, 2003.
4    Incorporated  by reference from Form 10QSB for the period ended October 31,
     2001.
5    Incorporation by reference from Form 8-K dated May 10, 2002.
6    Incorporated by reference from Form 10-KSB dated September 11, 2003



                                       47
<PAGE>


21.1     Subsidiaries of the Registrant, filed herewith.

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

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


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

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


(b)      Reports on Form 8-K

A report on Form 8-K was filed on February 12, 2004.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(a)      AUDIT FEES.

         Our principal accountant, Smythe Ratcliffe, billed us aggregate fees in
the amount of approximately $13,796 for the fiscal year ended April 30, 2004 and
approximately  $8,213 for the fiscal year ended April 30,  2003.  These  amounts
were billed for  professional  services that Smythe  Ratcliffe  provided for the
audit  of our  annual  financial  statements  and the  review  of the  financial
statements included in our report on 10-KSB.

(b)      AUDIT-RELATED FEES.

         Smythe  Ratcliffe billed us aggregate fees in the amount of $27,813 for
the fiscal year ended April 30, 2004 and $10,320 for the fiscal year ended April
30, 2003 for assurance and related services that were reasonably  related to the
performance of the audit or review of our financial statements.


                                       48
<PAGE>


(c)      TAX FEES

         KPMG billed us aggregate fees in the amount of approximately $0 for the
fiscal year ended April 30, 2004 and  approximately  $27,313 for the fiscal year
ended April 30, 2003, for tax compliance, tax advice, and tax planning.

(b)      ALL OTHER FEES

         George Orr, a  consultant,  billed us  aggregate  fees in the amount of
$20,245  and  $8,336  for the  fiscal  years  ended  April  30,  2004 and  2003,
respectively, for other fees.



                                       49
<PAGE>


                                   SIGNATURES

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


                                         URANIUM POWER CORPORATION



Date:  July 29, 2004                     By: /s/ Thornton J. Donaldson
                                           -------------------------------------
                                           Thornton J. Donaldson, President


Date:  July 29, 2004                     By: /s/ William G. Timmins
                                           -------------------------------------
                                           William G. Timmins, Secretary and
                                           Director



                                       50
<PAGE>





                          INDEX TO FINANCIAL STATEMENTS

                          FOR URANIUM POWER CORPORATION
                         (An Exploration Stage Company)
                        --------------------------------


INDEX                                                                   PAGE NO.
-----                                                                   --------
Report of Independent Chartered Accountants                              F-1

Consolidated Balance Sheets                                              F-2

Consolidated Statements of Operations                                    F-3

Consolidated Statements of Stockholders' Equity (Deficiency)             F-4-F-5

Consolidated Statements of Cash Flows                                    F-6

Notes to Consolidated Financial Statements                              F-7-F-27


                          INDEX TO FINANCIAL STATEMENTS

                     FOR WESTERN PETROCHEMICALS CORPORATION

              Filed as required under Item 310(c) of Regulation S-B

                             APRIL 30, 2004 AND 2003
                            AND THE YEARS THEN ENDED


INDEX                                                                   PAGE NO.
-----                                                                   --------
Management's Responsibility for Financial Statements                     W-1

Report of Independent Chartered Accountants                              W-2

Balance Sheets                                                           W-3

Statement of Stockholders' Deficit                                       W-4

Statement of Operations and Stockholders' Deficit                        W-5

Statement of Cash Flows                                                  W-6

Notes to the Financial Statements                                        W-7-9


<PAGE>


             REPORT OF REGISTERED INDEPENDENT CHARTERED ACCOUNTANTS


TO THE SHAREHOLDERS AND DIRECTORS OF URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)

We have audited the  accompanying  consolidated  balance sheets of Uranium Power
Corporation (An Exploration Stage Company) as at April 30, 2004 and 2003 and the
related consolidated statements of operations, stockholders' equity (deficiency)
and cash flows for each of the three years ended April 30,  2004,  2003 and 2002
and the cumulative  totals for the  exploration  stage  operations from April 3,
1998  (inception)  through April 30, 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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  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.

In our opinion,  these financial  statements  presents  fairly,  in all material
respects,  the  consolidated  financial  position of the Company as at April 30,
2004 and 2003 and the consolidated  results of its operations and cash flows for
each of the three years ended April 30, 2004,  2003 and 2002 and the  cumulative
totals for the  exploration  stage  operations  from  April 3, 1998  (inception)
through April 30, 2004,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  note 2 to the
financial  statements,  the Company has no revenues  and limited  capital  which
together  raise  substantial  doubt  about its  ability to  continue  as a going
concern.  These financial  statements do not include any adjustments  that might
result from the outcome of this uncertainty.


Registered Independent
Chartered Accountants

Vancouver, Canada
July 26, 2004



                                      F-1
<PAGE>



URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS (NOTE 2)
APRIL 30
(U.S. DOLLARS)
--------------------------------------------------------------------------------
                                                               2004        2003
--------------------------------------------------------------------------------

 ASSETS (note 17)
 CURRENT
   Cash                                                    $348,636          $0
   Accounts receivable                                       20,718       6,550
--------------------------------------------------------------------------------
 TOTAL CURRENT ASSETS                                       369,354       6,550
 PROPERTIES (NOTE 6)                                        118,456           1
 EARTH ENERGY LICENCE AGREEMENT (NOTE 15)                   106,508           0
 INVESTMENT IN ENERGY 51 INC. (NOTE 18)                     152,800           0
 INVESTMENT IN URANIUM HOLDINGS CORPORATION (note 6(d))         815         815
--------------------------------------------------------------------------------

 TOTAL ASSETS                                              $747,933      $7,366
--------------------------------------------------------------------------------

 LIABILITIES

 CURRENT
   Cheques issued in excess of funds on deposit                  $0        $836
   Accounts payable (note 10)                             1,115,177   1,085,453
   Convertible debenture (note 17)                        1,020,375           0
   Due to related parties (note 11)                         639,307     766,391
--------------------------------------------------------------------------------
 TOTAL LIABILITIES                                        2,774,859   1,852,680
--------------------------------------------------------------------------------

 COMMITMENT AND CONTINGENCY (notes
    2,6,9,16,17,18,19 and 20)

 STOCKHOLDERS' EQUITY (DEFICIENCY)
 CAPITAL STOCK
   Authorized
     40,000,000 Common stock with a par
       value of $0.001 each
     10,000,000 Preferred stock with a par value
       of $0.001 each
   Issued
     20,784,838     Common stock (2002 - 14,284,500)         20,785      14,285
 TREASURY STOCK   (note 9)
   23,000 Common stock (2003 - 23,000)                          (23)        (23)
 ADDITIONAL PAID-IN CAPITAL                               2,955,768   1,525,812
 DEFICIT ACCUMULATED DURING EXPLORATION STAGE            (4,890,892) (3,309,838)
 OTHER COMPREHENSIVE LOSS                                  (112,564)    (75,550)
--------------------------------------------------------------------------------
 TOTAL STOCKHOLDERS' DEFICIENCY                          (2,026,926) (1,845,314)
--------------------------------------------------------------------------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $747,933       $7,366
================================================================================


See notes to consolidated financial statements.


                                      F-2
<PAGE>



URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS)

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------
                                                                                                 From
                                                                                         Inception on
                                                                                        April 3, 1998
                                                                                              Through
                                                      Year Ended April 30,                  April 30,
                                                 2004            2003            2002            2004
 ----------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>             <C>             <C>
EXPENDITURES
  Consulting (note 11)                   $    391,577    $    121,124    $     77,600    $    650,301
  Non-cash financing expense (note 17)        464,598               0               0         259,893
  Advertising and promotion                   211,561         210,101          78,703         535,502
  Professional fees                           176,807         161,206          18,657         424,964
  Management fee                              126,857         100,721          90,410         342,602
  Exploration costs                            99,685         803,791               0       1,319,863
  Travel                                       36,612          36,818          30,456         122,031
  Interest and bank charges                    31,797           4,672             553          37,022
  Rent                                         14,916           5,847           5,589          41,178
  Transfer agent fee                           13,775           9,320          11,087          37,948
  Office                                       12,869          13,306           5,512          38,111
  Equity loss from investment                       0               0               0          19,713
  Incorporation cost written off                    0               0               0             700
  Write-off of exploration property                 0         822,218          34,141         856,359
-----------------------------------------------------------------------------------------------------
NET LOSS FOR PERIOD                      $ (1,581,054)   $ (2,289,124)   $   (352,708)   $ (4,686,187)
-----------------------------------------------------------------------------------------------------
NET LOSS PER SHARE                       $      (0.09)   $      (0.18)   $      (0.04)
-----------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                              18,319,647      12,525,754       7,481,354
=====================================================================================================

</TABLE>


See notes to consolidated financial statements.



                                      F-3
<PAGE>

<TABLE>
<CAPTION>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED APRIL 30, 2004
(U.S. DOLLARS)

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                Deficit
                                                                                                            Accumulated        Total
                                                                          Additional        Sub- Other Comp- During the Stockholders
                                  Common Stock          Treasury Stock       Paid-in  scriptions   rehensiveExploration       Equity
                               Shares   Par Value     Shares   Par Value     Capital    Received      Income      Stage (Deficiency)
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>           <C>      <C>        <C>        <C>          <C>         <C>        <C>
Common stock issued on
  inception for assets      6,000,000  $    6,000          0  $        0  $   91,834  $        0  $        0 $        0  $   97,834
Net loss                            0           0          0           0           0           0           0       (700)       (700)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, APRIL 30, 1998     6,000,000       6,000          0           0      91,834           0           0       (700)     97,134
Common stock issued
  For subscriptions         1,000,000       1,000          0           0     606,005           0           0          0     607,005
  For resource properties     200,000         200          0           0     137,131           0           0          0     137,331
Share issue costs                   0           0          0           0     (15,586)          0           0          0     (15,586)
Net loss                            0           0          0           0           0           0           0   (210,736)   (210,736)
Common stock returned
 to treasury for
   cancellation              (922,500)       (922)         0           0    (554,700)          0           0          0    (555,622)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE APRIL 30, 1999      6,277,500       6,278          0           0     264,684           0           0   (211,436)     59,526
Common stock issued
  for cash                    600,000         600          0           0     299,400           0           0          0     300,000
Common stock issued for
   finder's fee                50,000          50          0           0      24,950           0           0          0      25,000
Treasury stock (note 9)             0           0    (23,000)        (23)    (15,189)          0           0          0     (15,212)
Share issue costs                   0           0          0           0     (25,000)          0           0          0     (25,000)
Net loss                            0           0          0           0           0           0           0   (319,714)   (319,714)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, APRIL 30, 2000     6,927,500       6,928    (23,000)        (23)    548,845           0           0   (531,150)     24,600
Common stock issued for
  financial services          120,000         120          0           0      59,880           0           0          0      60,000
Other comprehensive income          0           0          0           0           0           0       3,534          0       3,534
Net loss                            0           0          0           0           0           0           0   (136,856)   (136,856)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, APRIL 30, 2001     7,047,500  $    7,048    (23,000) $      (23) $  608,725  $        0  $    3,534 $ (668,006) $  (48,722)
====================================================================================================================================

</TABLE>

See notes to consolidated financial statements.


                                                                 F-4
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
YEARS ENDED APRIL 30, 2004
(U.S. DOLLARS)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                               Deficit
                                                                                                     Other Accumulated        Total
                                                                      Additional             Comprehensive  During the Stockholders'
                                 Common Stock         Treasury Stock     Paid-in Subscriptions      Income Exploration       Equity
                               Shares  Par Value     Shares  Par Value   Capital      Received       (Loss)      Stage  (Deficiency)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>        <C>        <C>        <C>         <C>         <C>         <C>          <C>
BALANCE, APRIL 30, 2001     7,047,500 $    7,048    (23,000) $     (23)$   608,725 $         0 $     3,534 $  (668,006) $   (48,722)
Common stock issued for
   cash                       987,000        987          0          0     220,113           0           0           0      221,100
Subscriptions received              0          0          0          0           0     112,500           0           0      112,500
Stock option compensation
 expense                            0          0          0          0      77,600           0           0           0       77,600
Other comprehensive income          0          0          0          0           0           0         256           0          256
Common stock deemed to be
  issued (note 3)           3,950,000      3,950          0          0     193,550           0           0           0      197,500
Warrants granted on
 purchase  (note 3)                 0          0          0          0      50,000           0           0           0       50,000
Net loss                            0          0          0          0           0           0           0    (352,708)    (352,708)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, APRIL 30, 2002    11,984,500     11,985    (23,000)       (23)  1,149,988     112,500       3,790  (1,020,714)     257,526
Common stock issued for
 cash and settlement of
   debt                     2,300,000      2,300          0          0     299,700           0           0           0      302,000
Subscriptions received              0          0          0          0           0    (112,500)          0           0     (112,500)
Stock option compensation
   expense                          0          0          0          0      76,124           0           0           0       76,124
Other comprehensive
  income  (loss)                    0          0          0          0           0           0     (79,340)          0      (79,340)
Net loss                            0          0          0          0           0           0           0  (2,289,124)  (2,289,124)
------------------------------------------------------------------------------------------------------------------------------------

BALANCE, APRIL 30, 2003    14,284,500     14,285    (23,000)       (23)  1,525,812           0     (75,550) (3,309,838)  (1,845,314)
Common stock issued
  For settlement of debt    1,037,638      1,037          0          0     102,727           0           0           0      103,760
  For cash                  3,750,000      3,750          0          0     529,950           0           0           0      533,700
  For service               1,620,100      1,620          0          0     207,320           0           0           0      208,940
  For property                 92,600         93          0          0      36,021           0           0           0       36,114
Stock option compensation
   expenses                         0          0          0          0      89,340           0           0           0       89,340
Beneficial conversion
 feature of convertible
   debenture (note 17)              0          0          0          0     464,598           0           0           0      259,893
Other comprehensive
  income (loss)                     0          0          0          0           0           0     (37,014)          0      (37,014)
Net loss                            0          0          0          0           0           0           0  (1,581,054)  (1,581,054)
------------------------------------------------------------------------------------------------------------------------------------
BALANCE, APRIL 30, 2004    20,784,838 $   20,785    (23,000) $     (23)$ 2,955,768 $         0 $  (112,564)$(4,890,892) $(2,026,926)
====================================================================================================================================

</TABLE>

See notes to consolidated financial statements.


                                                                F-5
<PAGE>




URANIUM POWER CORPORATION
(EXPLORATION STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. DOLLARS)

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
                                                                                                         FROM
                                                                                                 INCEPTION ON
                                                                                                APRIL 3, 1998
                                                            YEAR ENDED APRIL 30,                      THROUGH
                                                            2004          2003          2002   APRIL 30, 2004
-------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>            <C>          <C>
OPERATING ACTIVITIES
  Net loss                                           $(1,581,054)  $(2,289,124)    $  (352,708)   $(4,868,187)
  Adjustments to reconcile net loss to net cash
    used in operating activities
      Compensation expense                                89,340         76,124         77,600        243,064
      Consulting expenses satisfied by shares            196,940              0              0        281,940
      Exploration costs acquired for shares                    0              0              0        137,331
      Equity loss from investment                              0              0              0         19,713
      Financial services acquired for shares                   0              0              0         60,000
      Non-cash financing expense                         464,598              0              0        259,893
      Write-off of exploration property                        0        822,218         34,141        856,359
-------------------------------------------------------------------------------------------------------------
CHANGES IN NON-CASH WORKING CAPITAL
  Accounts receivable                                    (14,168)          (279)        (5,529)       (20,718)
  Accounts payable                                       108,474        934,240         34,123      1,153,654
-------------------------------------------------------------------------------------------------------------
                                                          94,306        933,961         28,594      1,132,936
-------------------------------------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES                       (735,870)      (456,821)      (212,373)   (1,779,951)
-------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Earth Energy Licence                                  (106,508)             0              0       (106,508)
  Property acquisition                                   (82,341)       (75,048)      (499,670)      (666,200)
  Investment in Energy 51 Inc.                          (152,800)             0              0       (152,800)
-------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                       (341,649)       (75,048)      (499,670)      (925,508)
-------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Issuance of shares for cash                            533,700        302,000        221,100      1,446,621
  Common stock returned to treasury                            0              0              0        (15,212)
  Convertible debentures                               1,020,375              0              0      1,020,375
  Share issue costs                                            0              0              0        (40,586)
  Advances from Uranium Holdings  Corporation                  0        (16,856)       (15,762)             0
  Advances from (to) related parties                    (127,084)       321,435        444,956        639,307
  Subscriptions received                                       0       (112,500)       112,500              0
  Cheques issued in excess of  funds on deposit             (836)           836        (13,853)             0
-------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                  1,426,155        494,915        748,941      3,050,505
-------------------------------------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION                                   0           (200)           256          3,590
-------------------------------------------------------------------------------------------------------------
INFLOW (OUTFLOW) OF CASH                                 348,636        (37,154)        37,154        348,636
CASH, BEGINNING OF PERIOD                                      0         37,154              0              0
-------------------------------------------------------------------------------------------------------------
CASH, END OF PERIOD                                  $   348,636    $         0    $    37,154    $   348,636
-------------------------------------------------------------------------------------------------------------
NON-CASH FINANCING ACTIVITIES
  Common stock deemed to be issued  for properties   $    36,114    $         0    $   197,500    $   468,779
  Warrants granted on purchase of properties         $         0    $         0    $    50,000    $    50,000
  Common stock issued for services                   $   196,940    $         0    $         0    $   281,940
====================================================================================================================================

</TABLE>

See notes to consolidated financial statements.


                                                     F-6
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)


1.   ORGANIZATION AND NATURE OF BUSINESS

     The Company was  incorporated  on April 3, 1998 under the laws of the State
     of  Colorado.  The  Company  is in the  exploration  stage  as  defined  in
     statement No. 7 of the Financial  Accounting Standards Board. The principal
     business  activity is the exploration  and development of natural  resource
     properties principally in Canada.

     These consolidated financial statements include the accounts of the Company
     and  its  wholly  owned   subsidiary,   Anhydride   Petroleum  (USA),  Inc.
     ("Anhydride  USA") and Anhydride  USA's wholly owned  subsidiary  Anhydride
     Petroleum (Canada) Inc.  ("Anhydride Canada") acquired April 30, 2002 (note
     3).

     All intercompany transactions have been eliminated.

2.   GOING CONCERN

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

     The  Company  has  a  working  capital   deficit  of  $2,405,505   (2003  -
     $1,846,130),  minimal other capital resources  presently  available to meet
     obligations  which  normally  can be  expected  to be  incurred  by similar
     companies and has accumulated  stockholder's deficiency of $2,026,926 (2003
     -  $1,845,314).  During  the 2003  fiscal  year the  Company  wrote off its
     investments  in its  resource  properties  as it had no  further  plans  to
     develop them.

     Included in  accounts  payable is  $692,420  (2003 -  $718,462)  payable by
     Anhydride  Canada.  Certain  of the  creditors  of  Anhydride  Canada  have
     threatened  receivership  proceedings  against Anhydride Canada unless they
     are paid in full.  Anhydride  Canada  does not have the  resources  to meet
     these  demands  and the  Company  has  determined  that it will not  commit
     resources to Anhydride  Canada or defend such action  should the  creditors
     take it. To date no formal  action has been taken by the  Anhydride  Canada
     creditors.

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

     These  factors  raise  substantial  doubt  about the  Company's  ability to
     continue as a going-concern  which is dependent on the Company's ability to
     obtain and maintain an appropriate level of financing on a timely basis and
     to achieve sufficient cash flows to cover obligations and expenses.


                                      F-7
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3.   ACQUISITION OF ASSETS

     On  April  30,  2002,  the  Company   entered  into  and   consummated  the
     transactions  contemplated by an Agreement and Plan of Reorganization  (the
     "Merger  Agreement"),  whereby  Anhydride  USA, a Colorado  corporation,  a
     wholly  owned  subsidiary  of October Sun, a Nevada  corporation  ("October
     Sun") was merged with and into a wholly  owned  subsidiary  of the Company.
     Upon  consummation  of the Merger  Agreement,  Anhydride USA, the surviving
     corporation of the merger,  became a wholly owned subsidiary of the Company
     and  Anhydride  Canada,  its wholly  owned  subsidiary,  became an indirect
     subsidiary  of the Company,  in exchange for the issuance of (a)  3,950,000
     shares of common  stock of the Company  (b) a warrant to  purchase  500,000
     shares of  common  stock at an  exercise  price of $0.01  per  share,  upon
     successful  completion of certain petroleum wells;  which was cancelled and
     replaced with a warrant to a different  party for 600,000 shares on similar
     terms  with an expiry  date of August  30,  2004 (note 8); and (c) a demand
     promissory  note in the  principal  amount of  $100,000.  As per the Merger
     Agreement,  the  3,950,000  shares were deemed to have been issued on April
     30, 2002 (note 6(e)(b)(iii)).

     In addition to the shares,  warrants,  and demand promissory note issued to
     October Sun, as a condition of closing of the Merger Agreement, the Company
     (a)  issued to third  parties a warrant  to  purchase  1,000,000  shares of
     common  stock at an exercise  price of $0.01 per share,  expiring  July 25,
     2003;  (b) issued  under the 2000 Stock  Option  Plan,  options to purchase
     500,000 shares of the common stock at an exercise price of $0.27 per share,
     expiring  August 21, 2006;  (c)  committed to pay up to $60,000 in costs in
     connection  with the completion or abandonment of certain  petroleum  wells
     (note 6(e)), and agreed to pay $60,000 (CDN $100,000) to a third party upon
     successful completion of a petroleum well.

     As of April 30,  2002,  the Company  acquired  100% of  Anhydride  USA. The
     acquisition  has been accounted for using the purchase method of accounting
     for business  combinations.  Assets of the  acquired  entity are more fully
     described in note 6(e).  For the purpose of  acquisition,  the common stock
     and warrants were valued at $0.05 per share.  The net assets  acquired were
     as follows:

===============================================================================
Current assets                                                           $1,587
Other assets - property                                                 237,601
-------------------------------------------------------------------------------
                                                                        239,188
Total liabilities                                                      (326,256)
-------------------------------------------------------------------------------
Net liabilities acquired                                                (87,068)
Consideration paid:
  Common stock                                         $197,500
  Warrants                                               50,000
  Note payable                                          100,000         347,500
-------------------------------------------------------------------------------
Excess of consideration paid over net assets
  (liabilities) acquired, allocated to the
  acquisition cost of property                                        $ 434,568
===============================================================================


                                      F-8
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

3.   ACQUISITION OF ASSETS (Continued)

     The total  acquisition  cost of the  Athabasca  Oil  Prospect  and  Firebag
     Prospect was allocated as follows:

<TABLE>
<CAPTION>

===========================================================================================================
                                                                    Firebag    Athabasca Oil
                                                                   Prospect          Prospect        Total
-----------------------------------------------------------------------------------------------------------
<S>                                                             <C>          <C>                 <C>
Initial cash payment                                                     $0           $75,000      $75,000
Assumption of Anhydride Canada obligations                           26,769           210,833      237,603
Excess of consideration paid over net assets acquired                     0           434,568      434,568
-----------------------------------------------------------------------------------------------------------
                                                                    $26,769          $720,401     $747,171
===========================================================================================================

</TABLE>

4.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Exploration stage expenditures

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

     (b)  Investments

          Investments  in Uranium  Holdings  Corporation  and Energy 51 Inc. are
          accounted  for by the cost  method  whereby the  original  cost of the
          investment  is not  adjusted  unless  there is a permanent  decline in
          value or the asset is disposed of.

     (c)  Foreign currency translation

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

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

          (ii) Non-monetary   assets  and  liabilities  at  the  exchange  rates
               prevailing  at the  time  of the  acquisition  of the  assets  or
               assumption of the liabilities; and,

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

          Gains and losses arising from this translation of foreign currency are
          included in other comprehensive  income (loss) as a separate component
          of stockholders' equity (deficiency).


                                      F-9
<PAGE>

URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

4.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (d)  Comprehensive loss

          Comprehensive  loss is comprised  of net loss and other  comprehensive
          income (loss) arising from foreign currency translation.

     (e)  Loss per share

          Loss per share  calculations  are based on the weighted average number
          of shares  outstanding  during the period.  Diluted loss per share has
          not  been  presented   separately  as  the  outstanding  warrants  are
          anti-dilutive for each of the periods presented.

     (f)  Use of estimates

          The preparation of financial  statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions  that affect the reported
          amount of assets and liabilities and disclosures of contingent  assets
          and  liabilities  at the  date of the  financial  statements,  and the
          reported amounts of revenues and expenses during the reporting period.
          Actual  results  could  differ from those  estimates  and would impact
          future results of operations and cash flows.

     (g)  Income taxes

          Income taxes are calculated  using the liability method of accounting.
          Temporary  differences  arising  from the  difference  between the tax
          basis of an asset or liability and its carrying  amount on the balance
          sheet are used to calculate deferred income tax liabilities or assets.
          These  standards  required  that the  deferred  income  tax  asset and
          liabilities  be measured using tax rates and laws that are expected to
          apply when the temporary differences are expected to reverse.

     (h)  Stock-based compensation

          The Company  applies  the  intrinsic  value  method of  accounting  as
          prescribed  by APB  Opinion  No. 25  "Accounting  for Stock  Issued to
          Employees"  and related  interpretations,  in  accounting  for options
          granted to employees. As such, compensation expense is recorded on the
          date of the  grant  when  the  market  price of the  underlying  stock
          exceeds the  exercise  price.  SFAS 123  "Accounting  for  Stock-based
          Compensation" establishes accounting and disclosure requirements using
          the fair value-based method of accounting for stock-based compensation
          plans.  As allowed by SFAS 123,  the  Company  elected to  continue to
          apply the intrinsic  value-based method of accounting  described above
          and has adopted the disclosure requirements of SFAS 123, as amended by
          SFAS 148 effective May 1, 2003.


                                      F-10
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

4.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The Company  applies APB  Opinion  No. 25 and  related  interpretations  in
     accounting  for its stock options  granted to employees,  and  accordingly,
     compensation  expense of $Nil (2003 - $Nil) was recognized as  compensation
     expense.  Had compensation  expense been determined as provided in SFAS 123
     using the Black-Scholes  option-pricing  model, the pro-forma effect on the
     Company's net loss and per share amounts would have been as follows:

<TABLE>
<CAPTION>

=========================================================================================
                                                    2004             2003            2002
-----------------------------------------------------------------------------------------
<S>                                                       <C>             <C>
Net loss, as reported                       $(1,581,054)     $(2,289,124)      $(352,708)
Deduct:
  Total stock-based compensation
    expense determined under value
    based method awards, net of
    related tax effects                        (127,886)        (137,175)        (24,250)
-----------------------------------------------------------------------------------------
Net loss, pro-forma                         $(1,708,940)     $(2,426,299)      $(376,958)
=========================================================================================

=========================================================================================
                                                    2004             2003            2002
-----------------------------------------------------------------------------------------

Net loss per share, as reported                 $ (0.09)         $ (0.18)        $ (0.04)
Add:
  Stock-based expense determined
    under fair value based method
    awards, net of related tax effects            (0.00)           (0.01)          (0.00)
-----------------------------------------------------------------------------------------
Net loss per share, pro-forma                   $ (0.09)         $ (0.19)        $ (0.04)
=========================================================================================

</TABLE>

During  the year  ended  April 30,  2004,  2,440,000  options  were  granted  to
consultants.   These  options  were   accounted  for  using  the   Black-Scholes
option-pricing  model,  which resulted in consulting  expenses totalling $89,340
(2003 - $76,124; 2002 - $77,600).


                                      F-11
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)


4.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     The fair  value of each  option  grant is  calculated  using the  following
     weighted average assumption:

===============================================
                                  2004    2003
-----------------------------------------------
Expected life (years)                1       2
Interest rate                     2.5%   3.00%
Volatility                      84.01%  70.86%
Dividend yield                   0.00%   0.00%
==============================================

     (i)  Recent accounting pronouncements

          (a)  In  January  2003,  the  FASB  issued   Interpretation   No.  46,
               Consolidation of Variable Interest Entities, an interpretation of
               Accounting  Research  Bulletin  No.  51,  Consolidated  Financial
               Statements. Interpretation 46 establishes accounting guidance for
               consolidation  of variable  interest  entities  that  function to
               support the activities of the primary beneficiary. Interpretation
               46 applies to any  business  enterprise  both  public and private
               that  has a  controlling  interest  entity.  The  Company  has no
               investment  in or  contractual  relationship  or  other  business
               relationship  with a variable  interest  entity and therefore the
               adoption  did not have any impact on the  Company's  consolidated
               financial position, results of operations or cash flows.

          (b)  On April 30, 2003, the FASB issued  Statement No. 149,  Amendment
               of  Statement   133  on   Derivative   Instruments   and  Hedging
               Activities.   Statement   149  is  intended  to  result  in  more
               consistent   reporting  of   contracts  as  either   freestanding
               derivative  instruments subject to Statement 133 in its entirety,
               or as hybrid  instruments  with debt host  contracts and embedded
               derivative  features.  In addition,  Statement  149 clarifies the
               definition of a derivative  by providing  guidance on the meaning
               of initial net investments related to derivatives.  Statement 149
               is effective  for contracts  entered into or modified  after June
               30, 2003.  The adoption of Statement  149 did not have any effect
               on the  Company's  consolidated  financial  position,  results of
               operations or cash flows.

          (c)  On May 15, 2003,  the FASB issued  Statement No. 150,  Accounting
               for Certain Financial  Instruments with  Characteristics  of both
               Liabilities and Equity.  Statement 150 establishes  standards for
               classifying  and  measuring  as  liabilities   certain  financial
               instruments  that  embody  obligations  of the  issuer  and  have
               characteristics  of both  liabilities  and equity.  Statement 150
               represents a significant change in practice in the accounting for
               a number of financial instruments, including mandatory redeemable
               equity instruments and certain equity derivatives that frequently
               are used in connection with share repurchase programs.  Statement
               150  is  effective  for  all  financial  instruments  created  or
               modified  after  May 31,  2003,  and to other  instruments  as of
               September 1, 2003.  The effect of adopting this statement did not
               have any impact on the Company's consolidated financial position,
               results of operations or cash flows.


                                      F-12
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

5.   FINANCIAL INSTRUMENTS

     (i)  The carrying  value of cash,  accounts  receivable,  cheques issued in
          excess  of funds  on  deposit,  accounts  payable  and due to  related
          parties  approximate their fair value because of the short maturity of
          these financial instruments.

     (ii) Interest rate risk

          The Company is not exposed to  significant  interest  rate risk due to
          the  short-term  maturity of its monetary  current  assets and current
          liabilities.

     (iii) Translation risk

          The Company is exposed to foreign currency  fluctuations to the extent
          expenditures  incurred  by the  Company  are not  denominated  in U.S.
          dollars.

6.   PROPERTIES

==========================================================================
                                                          2004       2003
--------------------------------------------------------------------------
Balance, beginning of year
  Northern Mining District Saskatchewan (note 6(c))         $0     $34,141
  Hocking Lake and Henday Lake Properties (note 6(a))        1           1
Acquisitions
  Athabasca Oil Prospect (note 6(e))                         0      26,769
  Firebag Prospect (note 6(f))                               0     720,401
  Pasquai Hills, Oil Shale Prospect (note 6(g))        118,455           0
Written off in year                                          0    (781,311)
--------------------------------------------------------------------------
Balance, end of year                                  $118,456          $1
==========================================================================

     (a)  Hocking Lake and Henday Lake Properties

          By agreement dated April 13, 1998, the Company acquired all the assets
          of Athabasca Uranium Syndicate (a British Columbia,  Canada syndicate)
          which  consisted of cash and the Hocking Lake Property and Henday Lake
          Property.  These properties were acquired in 1997 by the syndicate for
          $59,459  (CDN - $82,270)  being the  sellers'  historical  cost as the
          sellers were the controlling stockholders.

          Consideration  given to the  members of the  syndicate  was  6,000,000
          common stock of the Company at a par value of $0.001 each. The cost of
          the assets acquired totalled $97,834.

          As of April 30, 2002 all claims  related to the Hocking Lake  Property
          had  lapsed.  The Henday  Lake  Property  was  transferred  to Uranium
          Holdings Corporation in December 2000 (note 6(d)).


                                      F-13
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

6.   PROPERTIES (Continued)

     (b)  Saskatchewan Uranium Properties

          By  agreement  dated  December  16,  1998,  the Company has options to
          acquire a 100% interest in 11 mining claims in  Saskatchewan,  Canada,
          upon incurring cumulative  expenditures of approximately $338,000 (CDN
          - $500,000) by May 31, 2000 as amended and an  additional  approximate
          $1,712,000 (CDN - $2,500,000) by December 31, 2002.

          By an agreement dated March 24, 1999,  between the Company and Pacific
          Amber Resources Ltd. ("Pacific"),  the latter will earn a 50% interest
          in the  Saskatchewan  Uranium  Properties  and  all  of the  Company's
          rights,  licences and permits  pertinent thereto held for the specific
          use and  enjoyment  thereof by  completing  the  initial  program  and
          incurring  $325,000  (CDN -  $500,000)  in  expenditures  on or before
          December 31, 1999, as amended. A total of approximately  $324,000 (CDN
          - $498,250)  was incurred as of April 30, 2000.  In return for the 50%
          option  interest,  the Company  issued Pacific Amber 200,000 shares of
          common stock at a deemed value of $0.65 each.

          All exploration  costs incurred on these properties have been expensed
          as incurred  resulting  in no  recognition  of an asset on the balance
          sheet.  As a result of this policy,  the transfer of a 50% interest to
          Pacific resulted in no gain or loss as there were no proceeds from the
          disposition. Additionally, the Company's issuance of 200,000 shares to
          Pacific was expensed as exploration costs when incurred.

          The Company had not met its  exploration  requirements as of April 30,
          2003 and as such, the claims  reverted back to the original  option or
          and the Company no longer maintains any interest in these claims.

     (c)  Northern mining property

          By  agreement  dated July 29, 1998  (subsequently  extended to July 1,
          2000)  the  Company  acquired  a 100%  interest  in a mining  claim in
          Northern  Mining  District,  Saskatchewan  by issuing 50,000 shares of
          free trading common stock as a finder's fee to an unrelated  party and
          paying CDN $13,375 to the vendor of the  property.  The vendor has the
          right to receive  $0.35 per pound of the uranium  minerals  mined from
          the claim if the price is  $18.00  per pound or less,  $0.50 per pound
          where  the  price is $18.00  per  pound or more,  or a 3% net  smelter
          royalty if other minerals are mined from the claims.

          The  transaction  was accounted for valuing the common stock issued at
          $25,000 plus the seller's historical cost of $9,141 (CDN - $13,375).

          As of April 30, 2002, the Company's  claim on this property had lapsed
          and the property was written off in 2003.


                                      F-14
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

6.   PROPERTIES (Continued)

     (d)  Uranium Holdings Corporation

          Pursuant to a letter of intent dated  December 1, 2000 with one of its
          stockholders,  the  Company  transferred  all its rights to the Henday
          Lake Property to a newly formed company,  Uranium Holdings Corporation
          ("UHC"),  a  Nevada  Corporation,  in  exchange  for  $131,183  (CDN -
          $199,713)  to be  spent on the  Henday  Lake  Property  and 20% of the
          equity of UHC.

          As part of the agreement, the Company executed a note in favour of UHC
          for $38,005  (CDN -  $58,376).  The note is  non-interest  bearing and
          payable on demand upon the closure of the sale of controlling interest
          in the  Company  to a  third  party,  or at such  time as the  Company
          acquires  funds from another  source.  During the year ended April 30,
          2003, the Company repaid the loan in full.

          The  Company  will  continue  to  hold a 20%  interest  in the  claims
          transferred to UHC  regardless of the equity issued  subsequent to the
          incorporation of UHC. The Company shall have a carried interest in the
          claims  until  such  time  as a total  of  $163,334  (CDN -  $250,000)
          inclusive of the $94,080 (CDN - $144,000)  required for the first work
          program has been  expended.  As of April 30,  2004,  $475,584  (2003 -
          $177,959)  had  been  spent  on  the  property.   Subsequent  to  such
          expenditure,  the Company shall retain the right to participate on the
          same  basis as the  investors  in  future  expenditure  programs  on a
          pro-rata  basis.  Should the Company not provide the  requested  funds
          within 30 days of written demand,  the Company's 20% interest shall be
          reduced in such manner as may  reasonably  be  negotiated  between the
          parties.  During the year ended April 30,  2004 the  Company  expended
          $59,525 to maintain its 20% interest in the claims.

     (e)  Athabaska Oil Prospect

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

               (i)  cash of $75,000 (paid);

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

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

               (iv) issue to third parties,  options  entitling them to purchase
                    500,000 shares of common stock of the Company  (issued),  at
                    $0.27 per share, on or before August 21, 2006.


                                      F-15
<PAGE>

URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

6.   PROPERTIES (Continued)

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

          (i)  delivered  $100,000 by way of demand  promissory  note to October
               Sun (note 11);

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

          (iii)3,950,000  shares at a deemed price of $0.001 per share deemed to
               be issued to the private company or assigns; and

          (iv) granted  October  Sun a  transferable  warrant to  subscribe  for
               500,000  shares of common stock at $0.01 per share for a one year
               period  following the successful  test of the initial well.  This
               warrant was cancelled  and replaced by one for 600,000  shares of
               common stock on similar terms to a third party (note 8).

               The  acquisition  of the Athabaska Oil Prospect was  accomplished
               through the consummation of a reverse triangular merger completed
               April 30, 2002 (note 3).

          The  Athabasca  Prospect  is  located  adjacent  to the  city  of Fort
          McMurray,  which is located in the  northeast  part of the Province of
          Alberta,  Canada.  The prospect is comprised of four Alberta petroleum
          and natural gas licenses  covering 97 sections of land (62,080 acres).
          Three of the licenses were acquired by Anhydride  Canada directly from
          the Government of the Province of Alberta and pertain to petroleum and
          natural gas below the Woodbend formation.  Separately Anhydride Canada
          holds the right to earn an interest in another  license,  covering one
          section  of land  below  the  base  of  Precambrian  formation,  which
          contains a suspended well (the "7-32 Well").  This right is subject to
          the Company beginning a $156,250 (CDN $250,000) testing program on the
          7-32 Well on or before September 15, 2003 (done).

          During the year ended April 30, 2003, the Company  re-entered the 7-32
          Well and a total of $1,650,298 was spent in exploration  costs to test
          and deepen it. Of this  amount  $846,507  was  contributed  by working
          interest  holders,  see Farmout  Agreements (note 14), and this amount
          has been  deducted  from  the  total  exploration  costs  leaving  net
          exploration costs of $803,791 being charged to operations.  The result
          of the  exploration  was that no economic  quantities of  hydrocarbons
          were  discovered  and as a result the  property  was been  written off
          during the year ended April 30, 2003.

     (f)  Firebag Prospect

          The Firebag Prospect is located roughly 85 kilometres northeast of the
          town of Fort  McMurray in the  Province of Alberta and is comprised of
          two Alberta petroleum and natural gas licenses (below base of Woodbend
          formation)  amounting to 31 sections  (19,840  acres) of land.  During
          2003 the Company  determined  that it lacked the  resources  to pursue
          this  prospect  further and as a result the  property has been written
          off.


                                      F-16
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

6.   PROPERTIES (Continued)

     (g)  Pasquia Hills, Oil Shale Project

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

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

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

7.   STOCK OPTIONS

     During the year ended April 30, 2000, the Company  adopted an incentive and
     a non-statutory  stock option plan. As of April 30, 2003 and April 30, 2004
     the Company had options  outstanding to acquire  1,050,000 shares of common
     stock under the 2000 plan at $0.27 per share until August 21,  2006.  There
     are no additional options available to be issued under this plan.

     During the year ended  April 30,  2003,  the  Company  adopted a 2002 Stock
     Option Plan (the "2002  Plan")  which as at April 30, 2003 had  outstanding
     options to acquire up to 1,365,000  shares of common  stock,  which were to
     expire as to 100,000 at $0.25 per share on April 15, 2004, 410,000 at $0.12
     on April 25, 2004,  230,000 at $0.25 per share on May 15, 2004,  400,000 on
     May 6, 2005 and  225,000  at $0.25 on May 15,  2005.  During the year ended
     April 30, 2004 the  Company  cancelled  400,000  options at $0.25 per share
     which  expired on May 6, 2005 and  reissued  them on $0.11 per share  until
     June 28, 2004. Also during this period 810,000 options were exercised as to
     410,000  options at $0.12 per share with an expiry  date of April 25,  2004
     and  400,000  options  at $0.11 per share  with an expiry  date of June 28,
     2004.  On April 15,  2004,  100,000  options  expired  unexercised.  As all
     available  options under this plan have been issued no  additional  options
     may be  granted  under the 2002  Plan.  Under the 2002  Plan  there  remain
     outstanding 455,000 options to acquire that same number of common shares.

     On June 20, 2003, the Company adopted the 2003 Stock Option Plan (the "2003
     Plan"),  whereby 2,500,000 shares of common stock may be optioned. The 2003
     Plan has not been adopted or ratified by the  shareholders  of the Company.
     Incentive  options  may be  granted  at any price for a period of up to ten
     years.  During the nine months ended January 31, 2004 the Company  issued a
     total of 2,500,000  options to acquire  that same number of common  shares.
     These  options  were issued as to  1,050,000  options at a deemed  price of
     $0.10 per share for services, 400,000 options at $0.12 per share until June
     25, 2004,  500,000 options at $0.06 per share until July 31, 2004,  300,000
     options at $0.09 per share until  August 15,  2004 and  250,000  options at
     $0.10 per share  until  August 18,  2004.  All the options  were  exercised
     during the period and no  additional  options may be granted under the 2003
     Plan.


                                      F-17
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

7.   STOCK OPTION PLAN (Continued)

     On September 18, 2003, the Company adopted the 2003b Incentive Stock Option
     Plan (the "2003b Plan"),  whereby  2,500,000  shares of common stock may be
     optioned.  The stock  option  plan has not been  adopted or ratified by the
     shareholders of the Company.  Incentive options may be granted at any price
     for a period of up to ten years.  During the year ended  April 30, 2004 the
     Company issued a total of 2,450,100  options to acquire that same number of
     common shares.  These options were issued as to 650,000 options at a deemed
     price of $0.10 per share for services, 490,000 options at a deemed price of
     $0.17 per share for  services,  170,000  options  at $0.23 per share  until
     September  19, 2004,  520,000  options at $0.17 per share until  October 3,
     2004,  100,000  options at $0.20 per share until October 10, 2004,  100,000
     shares at $0.21 per share until November 12, 2004,  200,000 shares at $0.45
     per share until  November 20, 2004,  100 options at a deemed price of $0.40
     per share for services, 20,000 options at a deemed price of $0.33 per share
     for services and 200,000  options at $0.10 per share  expiring  October 15,
     2004. All of the options issued during the period were exercised during the
     period.  The Company may issue up to an additional  49,900 options pursuant
     to this plan.

     On October 15, 2003,  the Company  adopted the 2003c Stock Plan (the "2003c
     Plan"), whereby 2,000,000 shares of common stock may be optioned. The 2003c
     Plan has not been adopted or ratified by the  shareholders  of the Company.
     Incentive  options  may be  granted  at any price for a period of up to ten
     years.  During the year ended January 31, 2004,  the Company issued 700,000
     options to acquire that same number of common shares as to 600,000  options
     at $0.17 per share and 100,000 options at $0.30 per share expiring  January
     27,  2005.  As at April 30, 2004 the Company may issue up to an  additional
     1,300,000 options pursuant to this plan.

     The Company also issued an option,  not under a plan,  to a  consultant  to
     acquire  up to 150,000  common  shares at $0.27 per share  until  March 31,
     2003, which expired unexercised during the year ended April 30, 2003.

     The following table  summarizes the Company's stock option activity for the
     years ended April 30:

=========================================================================
                                                             Weighted
                                            Exercise          Average
                                Number        Price          Exercise
                              of Shares     Per Share         Price
--------------------------------------------------------------------------
Balance, April 30, 2002      1,200,000   $ 0.27 to $ 0.50     $ 0.30
Granted during year          3,310,000   $ 0.12 to $ 0.27     $ 0.24
Cancelled                     (810,000)  $ 0.25 to $ 0.27     $ 0.22
Exercised                   (1,135,000)  $ 0.11 to $ 0.20     $ 0.16
Expired                       (150,000)       $ 0.27          $ 0.27
--------------------------------------------------------------------------
Balance, April 30, 2003      2,415,000    $ 0.12 to 0.27      $ 0.24
Granted during year          6,050,100   $ 0.06 to $ 0.45     $ 0.14
Cancelled                     (400,000)       $ 0.25          $ 0.25
Exercised                   (5,760,100)  $ 0.06 to $ 0.45     $ 0.13
Expired                       (100,000)       $ 0.25          $ 0.25
--------------------------------------------------------------------------
Balance, April 30, 2004       2,205,000       $ 0.24
==========================================================================


                                      F-18
<PAGE>

URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

7.   STOCK OPTION PLAN (Continued)

     Share purchase options are outstanding as follows at April 30:

     ================================================
                     Exercise    Number of   Shares
     Expiry Date        Price     2004        2003
     ------------------------------------------------
     August 21, 2006   $ 0.27   1,050,000  1,050,000
     May 6, 2005       $ 0.25           0    400,000
     May 15, 2005      $ 0.25     455,000    455,000
     April 15, 2004    $ 0.25           0    100,000
     April 25, 2004    $ 0.12           0    410,000
     October 15, 2004  $ 0.17     600,000          0
     January 27, 2005  $ 0.30     100,000          0
     -------------------------------------------------
                                 2,205,000  2,415,000
     ===============================================

     Subsequent to April 30, 2004, the Company issued 600,000 options to acquire
     that same number of common  shares as to 500,000  options at a deemed price
     of $0.40 per share to consultants for services and 100,000 options at $0.40
     per share which expires May 4, 2005 and was also exercised.

8.   WARRANTS

     During the year ended April 30, 2002, the Company issued 1,000,000 warrants
     at $0.01 per share,  to acquire the same  number of shares  before July 25,
     2003. These warrants expired unexercised.

     The Company also issued 600,000 warrants at $0.01 per share, to acquire the
     same  number of  shares.  The  exercise  of the  warrants  is  subject to a
     successful well being drilled on either the Athabasca or Firebag  prospects
     and expire on the earlier of one year following the  successful  completion
     of a well and August 30, 2004.  Given that Athabasca and Firebag  prospects
     have been written off and no well was completed, these warrants expired.

     During the year ended April 30, 2003,  the Company  issued  warrants  which
     were based on the Limited Partnership exploration expenditures, see Farmout
     Agreements  (note 14).  As of April 30, 2003 the  Limited  Partnership  was
     entitled to warrants to acquire  483,000  common  shares at $0.25 per share
     until July 11, 2003.  During the year ended April 30, 2004,  these warrants
     expired unexercised.

     During the year ended April 30, 2003, the Company issued  warrants to other
     joint venture  parties,  all on similar terms and  conditions,  see Farmout
     Agreements (note 14). Pursuant to these agreements the Company is committed
     to issuing  410,000  warrants that will entitle the holders to acquire that
     same number of common shares at $0.25 per share.  These warrants  expire as
     to 350,000 on November  25, 2003,  10,000 on February  27, 2004,  10,000 on
     February  28,  2004 and  40,000  on March 3,  2004.  All of these  warrants
     expired unexercised.



                                      F-19
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

8.   WARRANTS (Continued)

     Pursuant to the issuance of  Convertible  Debentures  (note 17) the Company
     also  issued  2,666,666  warrants.  Each  warrant  entitles  its  holder to
     purchase  an  additional  common  share of the  Company  during  the period
     January 6, 2004 to  January  6, 2005 at $0.35 per share.  The holder of the
     warrants may elect a cashless  exercise of the warrants based on the market
     value of the Company's  common shares at the time of exercise.  The Company
     has  granted  the  holders  of  the  warrants  registration  rights  on the
     underlying common shares.  The registration  rights agreement calls for the
     Company to have registered the underlying shares for resale by May 29, 2004
     which the Company has not yet done.

9.   COMMON STOCK

     (a)  Treasury stock

          During the year ended  April 30,  2000 the  Company  purchased  23,000
          shares of its common stock from the  original  owners who had acquired
          the shares prior to April 30, 2000 in a private placement.  The common
          stock was  purchased for the same amount as the proceeds from original
          issue.

     (b)  Private placements

          The Company received $150,000 in share  subscriptions  pertaining to a
          private  placement  of  1,500,000  shares  at $0.10 per share of which
          375,000   shares   have  been   issued  to  April  30,  2002  for  net
          subscriptions  received at April 30, 2002 of $112,500.  The balance of
          1,125,000  shares were issued during the April 30, 2003  year-end.  In
          addition,  during the April 30, 2003 year-end, the Company completed a
          private  placement  of  40,000  shares  at $0.30  per  share for total
          proceeds  of  $12,000  and during  the year  ended  April 30,  2004 it
          completed  a private  placement  of  200,000  shares for  proceeds  of
          $40,000.

     (c)  Stock options

          During the year ended April 30,  2003,  1,135,000  stock  options were
          exercised by certain of the holders for total proceeds of $177,500 and
          during the year ended April 30, 2004, 3,550,000 options were exercised
          for gross proceeds of $493,700.

     (d)  Settlement with Anhydride Canada Creditors

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


                                      F-20
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

10.  ACCOUNTS PAYABLE

     Accounts payable at April 30 consists of the following:

     =====================================================================
                                                   2004              2003
     ---------------------------------------------------------------------
     Trade accounts payable                    $945,927          $837,355
     Advances from third parties                169,250           248,098
     ---------------------------------------------------------------------
                                             $1,115,177        $1,085,453
     =====================================================================

11.  RELATED PARTY TRANSACTIONS

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

     (a)  Acquisition of assets of Athabasca  Uranium  Syndicate  (note 6(a)) in
          exchange for 6,000,000 common stock.

     (b)  Agreement  with Pacific Amber  Resources Ltd. (note 6(b)) and issuance
          of 200,000 common stock under the agreement.

     (c)  Option to  acquire  an  interest  in a mining  claim  from a  minority
          stockholder who is an officer and director (note 6(c)).

     (d)  During  the year  ended  April  30,  2003,  the  Company  was  charged
          management  fees of $72,000  (2003 - $72,000) by October Sun from whom
          the  Company  acquired  Anhydride  USA.  October Sun is related to the
          Company  by  way of  significant  influence.  As of  April  30,  2004,
          $407,119  (2003 - $509,290)  was owed to October Sun. Of this balance,
          up to $400,000  (2003 - $400,000)  is covered by way of a  convertible
          note which bears interest at 6% and may be converted into units at the
          lower of $0.25 per unit or the then  market on the date of  conversion
          until  December  31,  2004.  At April 30,  2003 and 2004,  October Sun
          waived  all  rights  to the  interest  for the  year.  Each unit is to
          consist of one common  share of the  Company and a warrant to purchase
          an  additional  common  share at 133% of the unit  price  for one year
          following  the date of  conversion.  Any shares  issued on  conversion
          shall carry with them registration  rights. The balances of funds owed
          are without interest or stated terms of repayment.

     (e)  Included in 2003  exploration  costs is $57,230  related to an officer
          who was  acting  in the  Company's  exploration  programs.  This  same
          officer also received $28,770 in management fees. As at April 30, 2003
          a total of  $33,200  was due to this  officer.  During  the year ended
          April 30,  2004  $30,000  of this  amount was  settled by the  officer
          exercising an option to acquire 300,000 common shares. During the year
          ended April 30, 2004 this officer was paid  management fees of $54,857
          which  includes  $30,000  paid  by way of  issuing  him an  additional
          300,000 common shares.  During  September,  2003 this officer resigned
          his position with the Company and no amounts were owed to him.



                                      F-21
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

11.  RELATED PARTY TRANSACTIONS (Continued)

     (f)  The Company  accrued fees of $3,271 in 2003 to a director and officer,
          which are included in  advertising  and promotion  expenses which were
          written off during 2004.

     (g)  United Corporate  Advisors ("UCA") is related to the Company by way of
          common directors. As of April 30, 2004, $232,188 (2003 - $232,191) was
          owed to UCA and included in due to related  parties.  Of this balance,
          $195,000 is covered by way of a convertible  note which bears interest
          at 6% and may be  converted  into units at the lower of $0.25 per unit
          or the then market at the date of conversion  until December 31, 2004.
          At April 30, 2003 and 2004,  UCA waived all rights to the interest for
          the year.  Each unit is to consist of one common  share of the Company
          and a warrant to purchase an  additional  common  share at 133% of the
          unit price for one year following the date of  conversion.  Any shares
          issued on conversion shall carry with them  registration  rights.  The
          balance  of  funds  owed  are  without  interest  or  stated  terms of
          repayment.

     (h)  Included in  consulting  expenses is  $39,100  pertaining  to 230,000
          shares issued to directors of the Company under the 2003b Plan.

12.  COMPREHENSIVE LOSS

     ==========================================================================
                                           2004          2003          2002
     --------------------------------------------------------------------------
     Net loss                           $(1,581,054)  $(2,289,124)  $(352,708)
     Other comprehensive income (loss)      (37,014)      (79,340)        256
     --------------------------------------------------------------------------
                                       $ (1,618,068)  $(2,368,464)  $(352,452)
     ==========================================================================

13.  INCOME TAXES

     A deferred tax asset  approximating  $1,360,000 stemming from the Company's
     net operating loss carry forward, has been reduced by a valuation allowance
     to $Nil due to  uncertainties  regarding  the  utilization  of the deferred
     assets.

     At April 30, 2004,  Uranium Power Corporation has available a net operating
     loss carry forward of approximately $2,372,000 (2003 - $1,305,000) which it
     may use to offset future  United States  federal  taxable  income.  The net
     operating loss carry forward if not utilized, will begin to expire in 2017.

     Anhydride Canada has net operating losses of approximately $470,000 (2003 -
     $433,000) which may be applied  against future taxable income  generated in
     Canada which begin to expire in 2009.  Anhydride Canada also has a total of
     $1,129,000 (2003 - $1,129,000) in pooled Canadian exploration  expenditures
     which may be  carried  forward  indefinitely  and  applied  against  future
     taxable income.


                                      F-22
<PAGE>


URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

14.  FARMOUT AGREEMENTS

     During  the year  ended  April  30,  2003,  the  Company  entered  into the
     following Farmout and or exploration  agreement (the "Farmout  Agreements")
     as follows:

     (a)  Anhydride Petroleum Limited Partnership (the "Limited Partnership")

          The Company  entered into two Farmout  Agreements,  on essentially the
          same terms with the Limited  Partnership with respect to the Athabasca
          and Firebag  Prospects.  Under the terms of the Farmout Agreements the
          Limited  Partnership will earn a 1% working interest in a Prospect for
          each  $54,000  CDN  incurred  in  exploration   expenditures  on  that
          Prospect,  up to a maximum of a combined  25% working  interest,  both
          before  and after  payout,  subject to  royalty  interests.  Anhydride
          Canada is the operator under each of the Farmout Agreements.

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

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

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

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


                                      F-23
<PAGE>

URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------

14.  FARMOUT AGREEMENTS (Continued)

          The  Company   subsequently  amended  the  terms  of  the  exploration
          agreements  whereby the number of shares to be issued  pursuant to the
          warrants was increased to 1,500,000 and the price per share issued was
          lowered to $0.25 per share. The rate at which the Limited  Partnership
          shall earn a 1% working  interest  was  increased  to $60,000 CDN. The
          Company also agreed to pay costs  associated  with the start-up of the
          Limited Partnership.

          Based on the Limited Partnerships exploration expenditures of $483,000
          CDN as at April 30,  2003 they were  entitled  to  warrants to acquire
          483,000 common shares at $0.25 per share, which subsequently expired.

          Also  subsequent  to year  end,  the  Company  agreed to  acquire  the
          interests of the Limited  Partnership  for 3,220,000  common shares of
          the Company, which have yet to be issued.

     (b)  Other joint venture partners

          The Company entered into four exploration agreements (the "Exploration
          Agreements"),  pursuant to which $266,310  ($410,000 CDN) was advanced
          for exploration on the Athabasca  Prospect.  In consideration  thereof
          the Company earned a working interest in the Athabasca Prospect.

          Pursuant to the Exploration  Agreements the Company acquired an option
          to acquire  their  working  interests  back on terms  similar to those
          granted by the Limited  Partnership.  In exchange  for  acquiring  the
          options  the  Company  has agreed to issue  warrants to purchase up to
          410,000  common  shares at an exercise  price of $0.25 per share which
          expired unexercised during the year ended April 30, 2004.

     (c)  PNG Ventures, Inc. ("PNGV")

          Pursuant to a letter  agreement  PNGV had advanced a total of $214,821
          ($330,730  CDN) for  exploration  on the  Athabasca  Prospect  and has
          earned a working interest in both the Athabasca and Firebag Prospects.

15.  EARTH ENERGY LICENCE AGREEMENT

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



                                      F-24
<PAGE>

URANIUM POWER CORPORATION
(AN EXPLORATION STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS  ENDED  APRIL  30,  2004,  2003 AND 2002 AND  PERIOD  FROM  APRIL 3,  1998
(INCEPTION) THROUGH APRIL 30, 2004
(U.S. DOLLARS)
--------------------------------------------------------------------------------


16.  CONTINGENCY

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

17.  CONVERTIBLE DEBENTURE

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

     The Company has granted the holders of the debentures  registration  rights
     on the underlying  common shares.  The registration  rights agreement calls
     for the Company for the underlying shares to be registered by May 29, 2004.
     To date, the Company has not completed the  registration  of the underlying
     shares.  Pursuant  to the  registration  rights  agreement  the  Company is
     subject to a 2% penalty  every  thirty days the  registration  statement is
     late and failure to file may cause the  debentures to be in default and due
     immediately. The debentures also require that the holders of the debentures
     agree to the  issuance  of shares in certain  instances.  The  Company  may
     redeem the convertible notes at a redemption price of 110% of the principal
     plus interest.

18.  INVESTMENT IN ENERGY 51 INC.

     On April 7, 2004,  the Company  entered  into an equity  participation  and
     farmout  agreement  with  Energy 51 Inc.  ("Energy  51")  pursuant  to this
     agreement  the  Company  purchased  750,000  common  shares  of  Energy  51
     representing  15.625% of its  issued  and  outstanding  share  capital  for
     $152,800  ($200,000  CDN).  Energy 51 is a privately  held Alberta  company
     engaged in the  exploration  and  development  of oil and gas  primarily in
     Alberta.  The agreement  grants the Company the right to purchase a further
     375,000  common shares for $72,939  ($100,000 CDN) to bring its interest in
     Energy 51 to 20.8%  which the  Company  exercised  subsequent  to April 30,
     2004.  The Company also has the right to purchase a further  375,000 common
     shares for $72,939  ($100,000 CDN) on or before October 1, 2004. As part of
     this  agreement the Company has to be offered the right to  participate  on
     all prospects  generated by Energy 51 until April 1, 2006.  The Company has
     also agreed on a best  efforts  basis to provide up to  $364,697  ($500,000
     CDN) to  Energy 51 for  oilfield  work to be done by Energy 51 on or before
     October 1, 2004. After October 1, 2004 the Company may elect to convert the
     working capital loan into up to 1,058,825 common shares or into a term loan
     due in two years with a 100% return.


19.  COMMITMENT


                                      F-25
<PAGE>

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

20.  SUBSEQUENT EVENTS

     Subsequent to April 30, 2004, the Company:

     (a)  issued  600,000  options  which were  exercised  for cash  proceeds of
          $240,000 (note 7);

     (b)  acquired an additional  375,000  common shares of Energy 51 Inc. (note
          18); and

     (c)  has  an  agreement  to  acquire  the  Firebag,  Saskatchewan  prospect
          covering   approximately   2,000   square   miles  in  north   western
          Saskatchewan along the Alberta border. The prospective lands host Fort
          McMurray and Wabiskaw  Palo channel  zones  containing  Athabasca  Oil
          Sands.  Currently,  the Company has an  agreement,  subject to certain
          conditions,  to purchase a 51%  interest in the  prospect  for $83,900
          ($115,000  CDN),  three  million  common shares and a $0.12 per barrel
          royalty. The Company has also reached an agreement in principle,  with
          a  non-related  party,  to purchase the  remaining 49% interest in the
          prospect for  $729,400  ($1 million  CDN) and a 2.5% gross  overriding
          royalty, subject to certain conditions being met.


                                      F-26
<PAGE>



                         MANAGEMENT'S RESPONSIBILITY FOR
                              FINANCIAL STATEMENTS


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

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

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

These  financial  statements  have been  examined by the  independent  auditors,
PANNEL KERR FORSTER, and their report is presented separately.


/s/ Todd Montgomery
----------------------------
TODD MONTGOMERY
PRESIDENT AND DIRECTOR


                                      W-1
<PAGE>


                   REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
WESTERN PETROCHEMICALS CORP.

We  have  audited  the  balance  sheets  of  WESTERN  PETROCHEMICALS  CORP.  (an
Exploration  Stage  Company) as at APRIL 30, 2004 AND 2003 and the statements of
operations  and deficit and cash flows for the years ended April 30, 2004,  2003
and 2002 and from the date of  inception  (October  22, 1999) to April 30, 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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  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 our audits
provide 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 the Company (An  Exploration
Stage  Company) as at APRIL 30, 2004 AND 2003 and the results of its  operations
and its cash flows for the years ended April 30,  2004,  2003,  2002 and for the
period from  inception  (October 22, 1999) to April 30, 2004 in accordance  with
accounting principles generally accepted in the United States of America.

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 revenues since inception and needs
to obtain  financing  to  accomplish  its business  plan.  These  factors  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

"Pannell Kerr Forster"


JULY 16, 2004


VANCOUVER, BRITISH COLUMBIA

CHARTERED ACCOUNTANTS


                                      W-2
<PAGE>




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

                                     ASSETS
                                                         2004           2003
                                                     -----------    ----------
CURRENT ASSETS
      Cash                                           $    12,304    $    4,318
      Accounts receivable                                 76,398        76,720
      Deposits                                               365           347
      Shareholders' advance                                   --        58,905
                                                     -------------------------
TOTAL CURRENT ASSETS                                      89,067       140,290

EQUIPMENT (Note 3)                                        45,651        61,961
ASSETS HELD IN TRUST                                      11,611            --
                                                     -------------------------
TOTAL ASSETS                                         $   146,329    $  202,251
                                                     =========================

                                   LIABILITIES
CURRENT LIABILITIES
      Notes payable                                  $    25,540    $   13,866
      Accounts payable and accrued liabilities           861,115       833,805
                                                     -------------------------
TOTAL CURRENT LIABILITIES                                886,655       847,671

SHAREHOLDERS' LOAN (Note 4)                              103,080            --
LIABILITY FOR ASSETS HELD IN TRUST                        11,611            --
                                                     -------------------------
TOTAL LIABILITIES                                      1,001,346       847,671
                                                     -------------------------

                              STOCKHOLDERS' DEFICIT
CAPITAL STOCK
  Authorized an unlimited amount of class
  A common shares Issued 22,252925 class A
   common shares for 2004 and 2003                       712,343       712,343
CUMULATIVE TRANSLATION ADJUSTMENT                       (102,094)      (71,962)
RETAINED EARNINGS (DEFICIT)                           (1,465,266)   (1,285,801)
                                                     -------------------------
TOTAL STOCKHOLDERS' DEFICIT                             (855,017)     (645,420)
                                                     -------------------------
TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT           $   146,329    $  202,251
                                                     =========================


SEE NOTES TO THE FINANCIAL STATEMENTS



                                      W-3
<PAGE>



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


<TABLE>
<CAPTION>


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

</TABLE>


                                                  W-4
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                    FROM INCEPTION
                                                                                  OCTOBER 22, 1999
                                                                                                TO
                                               2004          2003            2002   APRIL 30, 2004
                                        -----------    -----------    -----------  ---------------
<S>                                     <C>            <C>            <C>          <C>
EXPENSES
  Exploration costs                     $   145,936    $   857,529    $   518,061    $ 1,525,339
  Amortization                               19,984         10,608            173         30,765
  Interest and bank charges                   1,662          1,247            363          3,272
  Miscellaneous                                 112            586            297            995
  Office and general                          2,657          9,325          2,692         14,674
  Professional fees                           9,114         17,682         10,617         37,413
                                        -----------    -----------    -----------    -----------

Loss before income taxes                   (179,465)      (896,977)      (532,203)    (1,612,458)

Income tax recovery                            --          103,582         43,610        147,192
                                        -----------    -----------    -----------    -----------

NET LOSS                                $  (179,465)   $  (793,395)   $  (488,593)   $(1,465,266)
                                        ===========    ===========    ===========    ===========

</TABLE>

See notes to the financial statements

                                      W-5
<PAGE>


<TABLE>
<CAPTION>

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


                                                                                                      FROM INCEPTION
                                                                                                    OCTOBER 22, 1999
                                                                                                                  TO
                                                                2004           2003           2002    APRIL 30, 2004
                                                          -----------    -----------    -----------  ---------------
<S>                                                     <C>            <C>             <C>           <C>
CASH PROVIDED BY (USED IN) OPERATING ACTIVITES:
    Net loss                                             $  (179,465)   $  (793,395)   $  (488,593)   $(1,465,266)
    Items not involving cash:
      Amortization                                            19,984         10,608            173         30,765
      Income tax recovery                                       --         (103,582)       (43,610)      (147,192)
      Shares issued for properties                              --             --           25,555         25,555
                                                         -----------    -----------    -----------    -----------
                                                            (159,481)      (886,369)      (506,475)    (1,556,138)
    Non-cash operating working
     capital                                                  86,521        438,430        255,593        784,356
                                                         -----------    -----------    -----------    -----------
    Total cash used in operating activities                  (72,960)      (447,939)      (250,882)      (771,782)
                                                         -----------    -----------    -----------    -----------
CASH (USED IN) INVESTING
  ACTIVITIES
    Purchase of equipment                                     (3,674)       (71,587)        (1,157)       (76,418)
                                                         -----------    -----------    -----------    -----------
CASH PROVIDED BY (USED IN)
 FINANCING ACTIVITIES
   Due to  bank                                                 --          (34,624)        34,624           --
   Proceeds from note payable                                 25,540         13,866           --           39,406
   Repayment of note payable                                 (13,866)          --             --          (13,866)
   Increase in shareholders' loan                            103,080           --             --          103,080
   Capital stock issuance                                       --          618,172        215,807        833,980
                                                         -----------    -----------    -----------    -----------
    Total cash provided by financing activities              114,754        597,414        250,431        962,600
                                                         -----------    -----------    -----------    -----------
CURRENCY TRANSLATION
 ADJUSTMENT                                                  (30,132)       (73,570)         1,608       (102,094)
                                                         -----------    -----------    -----------    -----------

INCREASE  IN CASH                                              7,988          4,318             --

CASH - BEGINNING OF YEAR                                       4,318             --             --             --
                                                         -----------    -----------    -----------    -----------
CASH - END OF YEAR                                       $    12,306    $     4,318    $        --    $    12,306
                                                         ===========    ===========    ===========    ===========
</TABLE>

See Notes to the Financial Statements


                                      W-6
<PAGE>


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


1.   GOING CONCERN AND NATURE OF OPERATIONS

     The  accompanying  financial  statements have been prepared on the basis of
     accounting  principles applicable to a going concern which contemplates the
     realization  of assets  and  extinguishment  of  liabilities  in the normal
     course of business.  The Company has incurred losses during the period from
     inception, October 22, 1999, to April 30, 2004 of $1,465,266.

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

     The Company was  incorporated  during 1999 under the Business  Corporations
     Act of the  Province of Alberta.  The Company is engaged in the business of
     oil and natural gas exploration and  acquisition,  primarily as it pertains
     to oil shale deposits.  The Company is exploring the oil shale deposits on,
     approximately,   700,000  acres  under  permits,   from  the   Saskatchewan
     Government,  in the  Pasquia  Hills area of  northern  Saskatchewan.  These
     permits  were  acquired  from a director  and  officer of the  Company  for
     16,000,000 common shares.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

     EXPLORATION STAGE EXPENDITURES

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

     AMORTIZATION OF NON-RESOURCE ASSETS

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

     Equipment                                     30 %



                                      W-7
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED APRIL 30, 2004 AND 2003
                          STATED IN UNITED STATES FUNDS


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES; CONTINUED

     FOREIGN CURRENCY TRANSLATION

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

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

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

     Cumulative  gains and  losses  arising  from this  translation  of  foreign
     currency are included as a separate component of shareholders' deficit.

     FUTURE INCOME TAXES

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


3.   EQUIPMENT

                                2004                                  2003
             -------------------------------------------------------------------
                                        ACCUMULATED   NET BOOK      NET BOOK
                            COST       AMORTIZATION     VALUE        VALUE
             -------------------------------------------------------------------
             Equipment      $77,120     $  31,469     $ 45,651    $   61,961
             ===================================================================

4.   SHAREHOLDERS' LOAN

     The loans are non-interest bearing and have no specific terms of repayment.

5.   FINANCIAL INSTRUMENTS

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

     The Company is not exposed to significant interest rate risk.



                                      W-8
<PAGE>


                          WESTERN PETROCHEMICALS CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                        NOTES TO THE FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED APRIL 30, 2004 AND 2003
                          STATED IN UNITED STATES FUNDS



6.   CREDIT RISK

     The Company is not exposed to significant credit risk.

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

7.   INCOME TAXES

     The  Company  has losses for  Canadian  income tax  purposes,  which  maybe
     deducted in future  years  against  income from  operations.  These  losses
     approximate  $1,612,400,  however,  as a means of financing its exploration
     activities the Company has renounced to investors  $709,000 of this amount.
     Therefore,  the net tax losses available to the Company to be deducted from
     future income are $903,400.  These losses expire as follows as to $3,800 in
     2008, $316,400 in 2009, $403,800 in 2010 and $179,400 in 2011.

8.   FLOW-THROUGH COMMON SHARES

     The  Company   financed  a  portion  of  its   exploration   programs  with
     flow-through  common  shares.  Income  tax  deductions  relating  to  these
     expenditures  (note 7) are claimable only by the  investors.  Proceeds from
     these share issuances are credited to capital stock. The related income tax
     reductions  are  charged to capital  stock with a  corresponding  credit to
     exploration expenditures.

9.   SUBSEQUENT EVENT

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


                                      W-9
<PAGE>


                                  EXHIBIT INDEX

3.1      Articles of Incorporation. 1

3.2      Bylaws. 1

4.1      2000 Stock Option Plan. 1

4.2      2002 Stock Option Plan 2

4.3      2003 Stock Option Plan 3

10.1     Option  Agreement  dated September 10, 2001 and Amendment dated October
         10, 2001.4

10.2     Agreement and Plan of  Reorganization  with October Sun dated April 30,
         2002.5

10.3     Joint Venture Agreement dated April 30, 2002.6

10.4     Employment Agreement with Doug Cannaday effective May 6, 2002.6

10.5     Exploration Agreement dated July 10, 2002, filed herewith. 6

10.6     Equity  Participation and Farmout Agreement dated April 7, 2004 between
         Energy 51, Inc.,  Uranium Power  Corporation  and West Peak Ventures of
         Canada, LTD, filed herewith.

10.8     Agreement  between West Peak Ventures of Canada,  Ltd and Uranium Power
         Corporation, dated December 3, 2003,

10.9     Agreeement between West Peak Ventures of Canada, Ltd. and Uranium Power
         Corporation, dated December 3, 2003, filed herewith.

14       Code of Ethics, filed herewith.

21.1     Subsidiaries of the Registrant, filed herewith.

---------------
1    Incorporated by reference from Form 10-SB, filed October 14, 1999.
2    Incorporated by reference from Form S-8, dated March 24, 2003.
3    Incorporated by reference from Form S-8, dated June 27, 2003.
4    Incorporated  by reference from Form 10QSB for the period ended October 31,
     2001.
5    Incorporation by reference from Form 8-K dated May 10, 2002.
6    Incorporated by reference from Form 10-KSB dated September 11, 2003.


                                       51
<PAGE>

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

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

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

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


                                       52