# 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, 2002.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | [  ] | TRANSITION
REPORT UNDER 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 Identification No.)
              
     incorporation or organization)

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

Issuer's
telephone number, including area code: (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
[  ]    No [X]

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.   [  ]

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

As of August 23, 2002,
there were 12,024,500 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 August 23, 2002, is approximately $2,380,000.

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

---

This
document contains technical and geological terms, which are defined in the
Glossary of Terms, which appears at the end of Item 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. = $1.56 Cdn.

# PART I

When we use the terms
Uranium Power Corporation, the Company, we,
us or our, 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 and Glossary of Common
Mining Terms. 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.

We
are an independent natural resources company currently engaged in the
exploration, of natural gas and crude oil properties. In past years, we have
also engaged in the exploration, acquisition, and development of uranium
properties. We are a Colorado corporation formed on April 3, 1998.

We
are in the exploration stage, and there is no assurance that a commercially
viable petroleum or mineral deposit exists on any of our properties. Further
exploration is required to determine the economic feasibility of our properties.

Our
operations are focused in two distinct geographical and operational areas in
Canada:

| | ° | Oil and gas properties in the Ft. McMurray area of northern Alberta; and
| | - | ------------------------------------------------------------------------

| | ° | Uranium interests in the Athabasca Basin of northern Saskatchewan
| | - | -----------------------------------------------------------------

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

---

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

During
the next twelve months we plan to focus primarily on exploration and development
of our oil and gas properties while maintaining our uranium properties. Our
first step in the exploration of our oil and gas properties will be to re-enter
the 7-32 Well to test several prospective zones. If this effort is unsuccessful
we intend to deepen the 7-32 Well to a seismic target located approximately 500
meters (1,640 feet) below its current depth of 1,649 meters (5,410 feet).

Oil & Gas
Prospects:

On
September 10, 2001 we signed an option agreement (the October Sun Option
Agreement) with October Sun, a Nevada Corporation (October
Sun), a private company, to acquire its indirect wholly owned subsidiary
Anhydride Petroleum (Canada) Inc. (API Canada), which holds
potentially important petroleum and natural gas interests in three P & NG
licenses issued by the Government of the Province of Alberta, Canada, covering
96 sections of land (61,440 acres) and is entitled to earn an interest in an
additional P & NG License, the AOC License covering one additional section
(640 acres) which contains the 7-32 Well drilled during 1994 (together these
form the Athabasca Prospect), 2.5 miles west of the city of Fort
McMurray, Alberta, Canada. The rights to earn an interest in the AOC License and
the 7-32 Well require that we fund specified testing of the 7-32 Well expected
to cost approximately $160,256 ($250,000Cdn.) on or before September 30, 2002.

Pursuant
to the October Sun Option Agreement the Company:

| | (a) | made a payment of $75,000 to October Sun;
| | --- | -----------------------------------------

| | (b) | issued to 858642 Alberta Ltd., a private corporation controlled by Robert
Hodgkinson, and to Robert Edwards each a warrant to acquire up to 500,000 common
shares at a purchase price of $0.01 per share until July 25, 2003;
and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | issued to 858642 Alberta Ltd., a private corporation controlled by Robert
Hodgkinson, and to Robert Edwards each options to purchase up to 250,000 common
shares at an exercise price of $0.27 per share until August 21, 2006.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On
April 30, 2002 we exercised our option pursuant to the October Sun Option
Agreement and the transaction was effected through an Agreement and Plan of
Reorganization (the Merger Agreement) between October Sun, Anhydride
Petroleum (USA), Inc. (Anhydride USA), a Colorado corporation and
wholly owned subsidiary of October Sun, and a newly created wholly owned
subsidiary of the Company. At the time of the Merger Agreement all of the shares
of API Canada were held by Anhydride USA. Pursuant to the Merger Agreement
Anhydride USA became the surviving corporation of the merger and our wholly
owned subsidiary, and consequently API Canada became our indirect wholly owned
subsidiary. In consideration for this merger the Company:

---

| | (a) | issued 3,950,000 common shares of the Company to October Sun at $0.01 per
share;
| | --- | --------------------------------------------------------------------------------

| | (b) | issued a $100,000 demand promissory note payable to October Sun.;
| | --- | -----------------------------------------------------------------

| | (c) | issued a warrant to October Sun whereby it could purchase 500,000 common shares
of the Company at $0.01 per share for a period of one year following the
successful testing of an initial oil well, which was cancelled and replaced with
a warrant to the AOC License vendor whereby it may purchase 600,000 common
shares at $0.01 per share following 30 days of continuous commercial production
from any well in the Athabasca or Firebag Prospects, expiring August 30, 2004;
and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | agreed to pay the AOC License vendor $64,103 (Cdn. $100,000) following 30 days
of continuous commercial production from any well in the Athabasca or Firebag
Prospects.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

During
September and October 2001, the Company, through API Canada, acquired two
additional P & NG Licenses comprised of 31 sections (19,840 acres)
commencing below the base of Woodbend formation, approximately55miles northeast of Fort McMurray. The Company has identified these licenses
as comprising the Firebag Prospect.

The
Company also recognized royalties and working interests against API
Canadas five P & NG licenses, the AOC License and any additional oil
and gas licenses which may be obtained within an area of mutual interest
covering some 5,508 sections (3,525,120 acres) and including both the Athabasca
and Firebag Prospects as follows:

| | (a) | a 9.5% gross overriding royalty payable to October Sun as to 1% to 1.36%, the
AOC License vendor as to 5%, Douglas Cannaday as to 0.2% and Michel David as to
0.1% and the balance to third parties;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | government royalties, as may be applied by the Government of Alberta,
Canada;
| | --- | -----------------------------------------------------------------------------

| | (c) | to each of Hodgkinson Equities Corporation, a private company controlled by
Robert Hodgkinson, and to Robert Edwards a right to earn an 9.375% working
interest before payout in the 7-32 Well and AOC license, reduced to a 6.82031%
working interest after payout; a right to participate in additional wells by
paying between 6.25% - 8.3335% of the costs (depending upon elections) to earn
6.25% working interest before payout reduced to 5.078125%  5.859375%
working interest after payout (depending on elections), all subject to the 9.5%
gross overriding royalty and government royalties;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | a carried after payout working interest to October Sun and third parties of
6.25%, subject to the 9.5% gross overriding royalty and government
royalties;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | a right by third parties to participate in the drilling of wells on the
Athabasca Prospect and its area of mutual interest, excluding any that may be
drilled on the AOC License, by paying 25% of the costs to earn a 18.75% working
interest before payout reducing to 14.0625% working interest after payout,
subject to the 9.5% gross overriding royalty and government royalties; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | (f) | the AOC License vendor, subject to the 9.5% gross overriding royalty and
government royalties, has the following interests:
| | --- | ---------------------------------------------------------------------------------------------------------------------------

| |  | i. | a 27.25% working interest after payout on the 7-32 Well;
| |  | -- | --------------------------------------------------------

| |  | ii. | a 18.75% working interest after payout on second and third wells; and
| |  | --- | ---------------------------------------------------------------------

| |  | iii. | thereafter, a 18.75% working interest before and after payout.
| |  | ---- | --------------------------------------------------------------

As
a result of the above the Company holds a 46.53% to 52.86% working interest
after payout in the Athabasca Prospect and a 63.28% to 64.84% working interest
after payout in the Firebag Prospect, subject to the 9.5% gross overriding
royalty and government royalties.  As noted above, these interests may be
increased if elections by interest holders are not exercised.

The
Companys working interests may be further reduced as a result of
Exploration Agreements with Anhydride Petroleum Limited Partnership (the
Limited Partnership) entered July 10, 2002. Pursuant to these
agreements the Limited Partnership may earn a 1% working interest before and
afterpayout for each $34,615 ($54,000 Cdn.) expended on either of the
Athabasca or Firebag Prospects, subject to the 9.5% gross overriding royalty and
government royalties, up to a maximum combined working interest before and after
payout of 25%. The Company has the right, pursuant to a call option, to buy back
these interests for 130% of the funds expended payable in common shares priced
at the then market. See Summary of Anhydride Petroleum Limited Partnership
Exploration Agreements.

The 7-32 Well &
Athabasca Prospect:

C.
Warren Hunt, P. Geo. is the author of a book entitled Expanding
Geospheres, Energy and Mass Transfers from the Earths Interior
which hypothesizes a revolutionary concept for the formation and accumulation of
hydrocarbons and an advocate of deep-Earth sources for petroleum and natural
gas. Conventional wisdom tells us that oil is formed through the decay of
biomass at the high temperatures and pressures occurring in sedimentary rock,
although this process has never been replicated in the laboratory. This
conventional theory does not explain why oil is found in large quantities in
crystalline basement rock (normally located beneath sedimentary rock). Advocates
of deep-Earth sources for petroleum and bitumen assert that they are formed in
an ongoing process wherein gases leaking up through the earths mantle
interact with metals, minerals and anaerobic organisms to produce, among other
compounds, oil and or natural gas.

There
are 80 known deep-Earth discoveries in diverse locations, in several countries,
including China, Indonesia, Russia, Ukraine, USA, Vietnam and Yemen, where oil
and gas has been discovered in granite or volcanic rocks. These fields are often
large with reserves ranging one-half billion to three billion barrels. If oil,
production ranges from 500  6000 barrels of oil per day and if gas,
produce 3.5 to 50 thousand cubic feet per day. The Bac Ho Field offshore Vietnam
has produced 100 million barrels without depletion with 20 wells producing
120,000 barrels of oil per day. Remaining reserves are estimated between 3
 6 billion barrels. Ukraine and Tatarstan reserves total, for numerous
fields, over one billion barrels of oil and 3.5 trillion cubic feet of gas. The
Ames Craterfield in Oklahoma contains an estimated reserve of 160 million
barrels for 18 wells, with an allowable of 75 barrels of oil per day.

---

To
exploit his deep-Earth theory Mr. Hunt carried out geologic and seismic
exploration across a granite dome in the Fort McMurray area and identified a
number of fracture systems that appear to be more than 400 meters (1,300 feet)
thick.

In
1994, a well, known as the 7-32 Well situated 2.5 miles west of Ft. McMurray,
was drilled by C. Warren Hunt and others to test the crest of the seismically
reflective granite zone at 2,150 meters (7,050 feet).

During
the drilling of the 7-32 Well, fractured granite was encountered at 543 meters
(1,782 feet) and while drilling the interval from 803  837 metres (2,635
 2,746 feet) high gravity crude oil shows were collected on five separate
occasions from the drilling mud. A drill stem test was run from 800  837
metres (2,625  2,746 feet) but failed to indicate the presence of a
reservoir. Subsequent logging of the hole indicated the presence of a 4 metre
(2.5 foot) fracture zone between 790 - 794 metres (2,592  2,605 feet)
which was above the test interval. The oil shows can be attributed to this zone.
The well was drilled to 1,649 meters (5,410 feet) where a gas show was
encountered. At this point on October 8, 1994, some 36 days after drilling
commenced, the well and operations were suspended due to insufficient funds and
the drill rig was removed from the well site. The lack of funding resulted in
the failure to reach the seismic event at 2,150 metres (7,050 feet), the
original target depth.

During
operations logging was conducted, however, the drilling rig was released prior
to the logs being analyzed. These logs identified additional fracture zones at
865  985 meters (2,838  3,232 feet), 985 meters (3,231 feet), 1410
 1479 meters (4,626  4,852 feet) and at 1647 meters (5,403 feet)
that have never been production tested. The well was cased 550 meters (1,804
feet) and two bridge plugs were inserted. Thus, the 7-32 Well was left in a
suspended state, to be re-entered at a later date.

One
of the logs that was run, an FMI log, presents a visual picture of the well bore
and the fracture patterns mentioned above can be clearly seen. This log allows
measurements to be made to determine the dip and strike of the fracture and/or
fault patterns encountered in the well. Analysis shows the fractures to be
steeply dipping, in fact at as high as an 84-degree angle to the well bore,
which is the case of the fractures at 790  794 meters (2,592  2,605
feet). If these fractures extend for any distance from the well bore, there may
be a possibility that they are connected to the seismically interpreted major
fracture pattern at the 2,150 meter (7,050 feet) level or deeper ones. In this
event the steeply dipping fractures intersected by drilling would provide an
excellent conduit for oil and/or gas into the well bore and may have the
potential to produce commercial quantities of oil and or natural gas.

Testing
this possibility is precisely what is proposed as the first step in evaluating
the 7-32 Well and a requirement for earning the Companys interest in the
AOC License and the 7-32 Well.

---

We
plan to re-enter the 7-32 Well and, initially, conduct testing sufficient to
determine whether the existing suspended well is capable of producing commercial
quantities of petroleum substances. A program contemplating up to five separate
tests has been engineered and designed by management and the Companys
consultants specifically for the 7-32 Well. The estimated cost to conduct the
testing is $160,256 ($250,000 Cdn.) with completion costs estimated at an
additional $64,103 ($100,000 Cdn.). The Company has the right to earn an 81.25%
working interest before payout reducing to a 52.859375% working interest after
payout, subject to gross overriding royalties of 9.5% and government royalties
less any interests earned by the Limited Partnership, in the 7-32 well.

In
the event the 7-32 Well testing indicates a successful commercial well from
within the existing wellbore, the Company plans to complete and produce the well
to realize production revenues and evaluate reserves (the reservoir(s)). Should
the 7-32 Well be completed without further drilling, the Company plans to drill
an additional separate well adjacent to the 7-32 Well, on the same AOC License,
sufficient to reach the seismic feature at 2,150 metres (7,050 feet). In the
event an election is made to drill an alternative well on the AOC License, it is
estimated the cost for drilling will be $1,346,154 ($2,100,000 Cdn.) plus
completion or abandonment costs.

Should
testing of the existing zones fail to prove the 7-32 Well commercially viable
then the 7-32 Well may be deepened to the original 2,150 metres (7,050 feet) to
test the original seismic target. It is estimated the cost for this additional
drilling will be $417,308 ($651,000 Cdn.) plus completion of $64,103 ($100,000
Cdn.) or abandonment costs.

To
fund the Companys share of costs associated with the re-entry and testing
of the existing 7-32 Well wellbore; rental costs associated with the five API
Canada licenses; costs for additional seismic and other geologic study and costs
for possible deepening of the 7-32 Well, the Company, subsequent to April 30,
2002, entered into exploration agreements with the Limited
Partnership.

At
this time there are no known oil and gas reserves in Athabasca or Firebag
Prospects. The current proposed work program should therefore, be regarded as
high risk or a wildcat venture.

Summary of Anhydride
Petroleum Limited Partnership Exploration Agreements

Subsequent
to April 30, 2002, the Company entered into two farmout agreements (the
Farmout Agreements) with the Limited Partnership one in respect of
each of the Athabasca Prospect and the Firebag Prospect, on essentially the same
terms. Pursuant to these agreements the Limited Partnership has the right to
expend up to $865,385 ($1,350,000 Cdn.) on the Athabasca and or Firebag
Prospects. Under the terms of the Farmout Agreements the Limited Partnership
will earn a 1% working interest in a Prospect for each $34,615 ($54,000 Cdn.)
incurred in exploration and other approved expenditures on that Prospect, up to
a combined maximum of a 25% working interest, both before and after payout,
subject to a 9.5% gross overriding royalty and government royalties. API Canada
is the operator under each of the Farmout Agreements.

Right to Determine
Further Work

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

---

Call Option

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

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

Limited Partnership
Warrants

As
consideration for granting of the call option in respect of the working
interests in the Prospects, the Company issued 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 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. The shares issued on exercise of the warrants
will be subject to resale restrictions.

---

Uranium Prospects:

The
Company was 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 the Company has decided to focus its attention on its oil
and gas prospects.

Uranium Holdings
Corporation

The
Company currently has a 20% carried equity interest in UHC, which owns the
Henday and Hocking Lake properties that are located in northern Saskatchewan.
During the year UHC expended approximately $51,282 ($80,000 Cdn.) and subsequent
to year end another $8,782 ($13,700 Cdn.) towards their development. Total
expenditures on the property to date by UHC total, approximately, $160,256
($250,000 Cdn.) and the Company pursuant to the terms of its agreement with UHC
must now participate on the same basis as other investors in future expenditure
programs on a pro-rata basis or Companys 20% interest will be reduced in
such manner as may be reasonably negotiated between the parties.

The
Company does not know of any known reserves of uranium on these properties but
is awaiting the results of geophysical work done by UHC to determine the
Companys future course of action.

Saskatchewan
Uranium Properties

On
December 16, 1998, the Company executed an Exploration Option and Operating
Joint Venture Agreement (Joint Venture Agreement) with Phelps Dodge
Corporation of Canada, Ltd., a Delaware corporation (PDC), under
which PDC granted the Company an option to acquire an interest in six uranium
properties (PDC Properties) in Saskatchewan consisting of 100%
interest in 11 mining claims and totaling 74,756 acres. In order to exercise its
option to acquire a100% interest in the six PDC Properties under the Joint
Venture Agreement, the Company was required to incur expenditures of at least
$338,000 ($500,000 Cdn.) by May 31, 2000, and an additional $1,602,564
($2,500,000 Cdn.) must be expended by December 31, 2002, from prospecting and
exploring the six properties.

Under
the Joint Venture Agreement, if the Company exercises its option to acquire the
PDC Properties, the Company grants PDC an earn back option. The earn back option
gives PDC the option to surrender its right to royalties and obtain a 35%
interest in the PDC Properties if PDC incurs expenditures of at least U.S.
$1,923,077 ($3,000,000 Cdn.) by December 31, 2006 from prospecting and exploring
the six properties. A royalty of 2% of the gross value (as defined) of
production is payable to PDC if it does not earn back the 35% interest.

On
March 24, 1999, the Company entered into a Property Option Agreement with
Pacific Amber Resources Ltd., a British Columbia corporation (Pacific
Amber), under which the Company granted Pacific Amber an option to acquire
a 50% interest in the Companys rights to be obtained under the Joint
Venture Agreement with PDC and an option to purchase 200,000 common shares at an
exercise price of $0.65. Pacific Amber was entitled to exercise its option to
purchase the 200,000 common shares and the shares were issued because it
incurred U.S. $338,000 ($500,000 Cdn.) in expenditures prior to the extended
deadline of May 31, 2000, as required to be expended by the Company under the
Joint Venture Agreement. The Companys issuance of the 200,000 common
shares to Pacific Amber was expensed as an exploration cost. The Company and
Pacific Amber are not affiliated with each other, although the companies share a
common director, James Billingsley. On May 11, 2000, Pacific Amber notified the
Company that it was withdrawing from the Property Option Agreement.

---

Through
its agreement with Pacific Amber the Company has fulfilled the May 31, 2000
requirement under the PDC agreement. However, since then the Company has not
spent any further money on the property and eight of the original eleven claims
have lapsed, leaving one property. Due the lack of funding and change in focus
it is not likely that the Company will meet the requirement to spend an
additional $1,602,564 ($2,500,000 Cdn.) on the property by December 31, 2002.
The Company may try to re-negotiate the terms of its agreement with PDC.

Northern Mining
Properties

Mr.
Billingsley, who was a shareholder of the Company, approached the Company in May
or June 1998 to determine if the Company would be interested in acquiring the
Hump Lake Property. Mr. Billingsley had learned of the availability of the Hump
Lake Property by Mr. M. Swetz. An agreement to acquire the Hump Lake Property
was made in July 1998, with the Company paying Mr. Billingsley the staking
costs, performing the required assessment work, granting Mr. Billingsley a net
smelter return or royalty when the Hump Lake Property is placed into production,
and paying a finders fee of 50,000 shares of the Company to Mr. Swetz. The
Company conducted an aerial geophysical survey on the property, paid the $13,375
to Mr. Billingsley, and issued the 50,000 common shares of stock to Mr.
Swetz.

During
the fiscal year ended April 30, 2002 the Company, due to lack of funding, was
unable to proceed with its development activities on the Hump Lake Property, the
claims lapsed and the property has been written off.

Business
Strategy:

Our
objective is to pursue existing opportunities in the oil and gas field through
additional exploration and development on existing properties. The principal
elements of our strategy are as follows:

| | ° | Pursue Exploration Projects - We intend to dedicate nearly 100% of our effort
and expenditures for 2002 towards oil and gas exploration projects. Our strategy
is to conduct several tests of the Athabasca and/or Firebag Prospects each year
that in total have the potential to significantly establish reserves and
production revenue.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ° | Make Selective Expenditures  We intend to minimize the risk of our limited
financial ability by focusing initial efforts to test the existing suspended
7-32 Well, drilled during 1994 to 1,649 metres (5,410 feet) but not fully
tested. The original target objective was a seismic feature at 2,150 metres
(7,050 feet) however the original investment group was insufficiently funded,
the target depth not achieved and the existing well not fully tested. We intend
to conduct testing and if appropriate to complete the existing well as a
producer. We have the alternative to deepen the well to the original target
depth of 2,150 meters (7,050 feet), however, if the well is successful in its
existing state, we also have the option to drill a separate well immediately
adjacent to the 7-32 location.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | ° | Maintain Focused Geographic Operations - We currently have a large, 81,920 acre,
land package in the Athabasca region of northern Alberta from which to explore
and develop. Although we have yet to establish any proven or probable reserves
on our exploration prospects, we believe that the significant and generous
leasehold position is a strategic asset.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ° | Control Operations  We believe it is important to control geologic and
operational decisions as well as the timing of those decisions. Except for the
testing phase of operations in the 7-32 Well, we are the operator of the
Athabasca and Firebag Prospects. At such time as the testing phase of the 7-32
Well is completed, we will assume operations for the 7-32 well. At that time we
are the operator of the Athabasca and Firebag Prospects, subject to Limited
Partnerships right to determine further work, see Summary of
Anhydride Petroleum Limited Partnership Exploration
Agreements.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Significant
Developments Since April 30, 2001

| | ° | 2002 Acquisition of the Athabasca Prospect  During the year we entered
into the October Sun Option and Merger Agreement whereby we acquired three P
& NG Licenses issued by the Government of the Province of Alberta covering
96 sections of land (62,080 acres) and the right to earn an interest in an
additional P & NG License, the AOC License, comprised of one additional
section (640 acres) which contains the existing 7-32 Well. Our interests in the
prospect range from a 46.53% to 52.86% working interest after payout, subject to
gross overriding royalties of 9.5% and government royalties less any interests
earned by the Limited Partnership. These interests may be increased if certain
elections that other interest holders have are not exercised.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ° | 2002 Acquisition of the Firebag Prospect  During the year ended April 30,
2002 we acquired two P & NG Licenses issued by the Government of the
Province of Alberta covering 31 sections of land (19,840 acres). Our interest in
the licenses is a 63.28% to 64.84% working interest after payout, subject to
gross overriding royalties of 9.5% and government royalties less any interests
earned by the Limited Partnership. These interests may be increased if certain
elections that other interest holders have are not exercised.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ° | Hunt Consulting  Pursuant to a Joint Venture Agreement dated April 30,
2002 between the Company and C. Warren Hunt and Anhydride Oil Corporation
(AOC), among others (the AOC Joint Venture Agreement),
Mr. Hunt is and continues to provide consulting and advisory services to the
Company. The arrangement requires the Company to pay, monthly, $3,205 ($5,000
Cdn.) to AOC.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

| | ° | 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 30, 2002, which is expected to involve the spending of $160,256
($250,000 Cdn.) the Company earns its interest. In the 7-32 well 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 and is entitled to participate in the
specified Area of Mutual Interest. 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. Upon a successful well, the Company is obliged to
pay to AOC a one-time cash payment of $64,103 ($100,000 Cdn.).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Significant
Developments Since April 30, 2002

| | ° | Exploration Agreements  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 $0.50
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.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ° | Appointment of Doug Cannaday and Calgary Office - Subsequent to April 30, 2002
we established an office in Calgary, Alberta, Canada and on May 16, 2002
appointed a President, Doug W. Cannaday to lead our oil and gas operations.
Effective July 26, 2002, Mr. Cannaday was appointed President of API Canada.
Over the past 25 years Mr. Cannaday has been an officer and director of public
and private companies, including Morrisey Development Corporation, Artesian Oil
& Gas Ltd., Artesian Petroleum Corporation, Seahawk Oil & Gas Ltd.,
Amador Resources Ltd. and Tod Mountain Resorts Ltd.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ° | Appointment of Michel David - Effective May 15, 2002 Mr. David, P. Geol., became
a director and executive vice-president of the Company. In the past Mr. David
has been a director of Malartic Hygrade, Mirandor Inc., Sphinx Inc., Mimiska
Inc., Link Mineral Ventures Inc. and Maymac Petroleum Inc.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Employees and
Office Space.

As
of April 30, 2002, the Company had no full-time or part-time employees.

Starting
August 2001 the Company paid AOC, a private company, controlled by Mr. Hunt
consulting fees of $35,700 ($56,000 Cdn.) for services rendered in helping the
Company establish its exploration program. Pursuant to a contract dated April
30, 2002 the Company agreed to retain Mr. Hunts consulting services on a
month-by-month basis for $3,205 ($5,000 Cdn.) per month.

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 holds this office
space under an oral, month-to-month sublease, for rental payments to the
sublessor of $481 ($750 Cdn.) per month. The Company may sublease additional
office space as required for operations.

May
6, 2002 Doug W. Cannaday commenced a consulting relationship with the Company
and effective May 16, 2002 the Company announced his appointment as President of
the Company. Effective July 26, 2002 Mr. Cannaday was appointed President of API
Canada. Mr. Cannaday is based in Calgary, Alberta, Canada and maintains an
office at Suite 850, 10655 Southport Rd., S.W., Calgary, Alberta, Canada T2W
4Y1. The telephone number of the Calgary office is (403) 256-5688.

Commencing
May 15, 2002 the Company retained the services of Michel David as Executive
Vice-President and a Director.

Title to Properties:

Substantially
all of our oil and gas working interests are held pursuant to six P & NG
Licenses issued by the Government of the Province of Alberta. Five licenses were
purchased by API Canada, our indirect wholly owned subsidiary. The three API
Canada licenses for the Athabasca Prospect were issued July 25, 2001 and the two
licenses for the Firebag prospect were acquired respectively September 20, 2001
and October 4, 2001. The licenses are valid for four years subject to annual
rental payments, payable in advance, amounting to $73,465 ($114,605 Cdn.).
During this time period the Company must explore the properties sufficiently to
determine whether or not they are commercial. If a License should prove to be
commercial the Company may apply to have the economic areas within the License
converted to a lease.

The
Company has investigated the title of the AOC License which holds the 7-32 Well
and a transfer document is held in-trust by legal counsel pending completion of
the re-entry and testing of the 7-32 Well at which time the Companys
interest will be earned and registered. The terms of this license require an
annual rental amounting to $231 ($360 Cdn.).

Our
interests in the uranium properties are indirectly held through either an
investment in another company or by way of an option. The Company has conducted
a search and is satisfied as to the title of the underlying mineral property
claims.

---

Our
properties are subject to royalty interests and other burdens that we believe do
not materially interfere with the use of or affect the value of such properties.
We perform only a minimal title investigation before acquiring undeveloped
properties.

Competition:

The
oil and gas industry is intensely competitive. Competition is particularly
intense in the acquisition of prospective oil and natural gas properties and oil
and gas reserves.

Our
competitive position has been unique in that we have acquired only prospective
oil and natural gas property rights below the Woodbend formation (i.e.
deep-Earth targets below the sedimentary rocks). Also there are no known oil and
gas reserves in the area from the same formations from which we have selected
our properties.As such the Company has not encountered any competition
to date.

We
believe that given the size of the area that we have under license, that should
we be successful in our initial exploration attempts, that further exploration,
drilling and production work on these licenses will be the focus of our
operations for the next few years.Thereafter, our competitive ability
willdepend on our geological, geophysical and engineering expertise, our
financial resources, and our ability to select, acquire and develop proved
reserves and establish production revenue.

However,
if the Company wishes to acquire any additional licenses we may be required to
compete with a substantial number of major and independent oil and gas companies
that have larger technical staffs and greater financial and operational
resources than we do. Many of these companies engage in the acquisition,
exploration, development and production of oil and natural gas reserves, but
also have refining operations and market refined.

We
will also have to compete with other oil and natural gas companies in attempting
to secure drilling rigs and other equipment necessary for our operations
including drilling and completion of wells. Drilling or other necessary
equipment may be in short supply from time to time.

---

Government
Regulations:

Our
business is subject to various federal, provincial and local laws and
governmental regulations that may be changed from time to time in response to
economic or political conditions. Matters subject to regulation include
discharge permits for drilling operations, drilling bonds, reports concerning
operations, the spacing of wells, pooling of properties, taxation and
environmental protection. From time to time, regulatory agencies have imposed
price controls and limitations on production by restricting the rate of flow of
oil and gas wells below actual production capacity in order to conserve supplies
of oil and gas.

The
Companys operations could result in liability for personal injuries,
property damage, oil spills, discharge of hazardous materials, remediation and
clean-up costs and other environmental damages. We could be liable for
environmental damages caused by previous property owners. As a result,
substantial liabilities to third parties or governmental entities may be
incurred, and the payment of such liabilities could have a material adverse
effect on our financial condition and results of operations. At such time as we
commence operations we shall obtain and maintain insurance coverage for our
operations, including limited coverage for sudden environmental damages, but we
do not believe that insurance coverage for environmental damage that occurs over
time is available at a reasonable cost. Moreover, we do not believe that
insurance coverage for the full potential liability that could be caused by
sudden environmental damages is available at a reasonable cost. Accordingly, we
may be subject to liability or may lose substantial portions of our properties
in the event of certain environmental damages. The Company could incur
substantial costs to comply with environmental laws and regulations.

Energy
Regulations. With respect to federal energy regulation, the transportation and
sale for resale of natural gas in inter-provincial commerce have historically
been regulated pursuant to several laws enacted by Federal and Provincial
regulations. In the past the federal government has regulated the prices at
which gas and/or oil could be sold.

Should
we establish the existence of natural gas on our properties, our sales of
natural gas are affected by the availability, terms and cost of transportation.
The price and terms of access to pipeline transportation are subject to
extensive federal and provincial regulation.

Should
we establish the existence of oil reserves on our properties, our sales of crude
oil, condensate and natural gas liquids would be made at market prices. However,
in a number of instances the ability to transport and sell such products are
dependent on pipelines whose rates, terms and conditions of service are subject
to Federal and Provincial jurisdiction which could result in an increase in the
cost of transportation service on certain petroleum product pipelines. We do not
believe that these regulations affect us any differently than other producers of
these products.

Certain
operations we intend to conduct are on Provincial oil and gas licenses that are
administered by the Alberta Government through Alberta Department of Energy
(ADE). ADE issues such licenses through competitive bidding. These
licenses contain relatively standardized terms and require compliance with
detailed rules and regulations and lessees must obtain ADE approval for
exploration plans and development and production plans prior to the commencement
of such operations. In addition to permits required from other agencies, lessees
must obtain a permit prior to the commencement of drilling. Lessees must also
comply with detailed regulations governing, among other things:

---

| | ° | safety procedures;
| | - | ------------------

| | ° | flaring of production;
| | - | ----------------------

| | ° | plugging and abandonment of wells;
| | - | ----------------------------------

| | ° | calculation of royalty payments and the valuation of production for this
purpose; and
| | - | -------------------------------------------------------------------------------------

| | ° | removal of facilities.
| | - | ----------------------

The
Province of Alberta in which we conduct our oil and gas drilling and production
activities regulate such activities by requiring, among other things, drilling
permits and bonds and reports concerning operations. The laws also govern a
number of environmental and conservation matters, including the handling and
disposing of waste material, plugging and abandonment of wells, restoration
requirements, unitization and pooling of natural gas and oil properties and
establishment of maximum rates of production from natural gas and oil wells. The
Alberta Government also prorates production to the market demand for oil and
natural gas.

Environmental
Regulations. Our operations are subject to numerous laws and regulations
governing the discharge of materials into the environment or otherwise relating
to environmental protection. These laws and regulations may require the
acquisition of a permit before drilling commences, restrict the types,
quantities and concentration of various substances that can be released into the
environment in connection with drilling and production activities, limit or
prohibit drilling activities on certain lands lying within wilderness, wetlands
and other protected areas, and impose substantial liabilities for pollution
resulting from our operations.

Public
interest in the protection of the environment has increased dramatically in
recent years. Onshore and offshore drilling in some areas has been opposed by
environmental groups and, in some areas, has been restricted. We believe that we
are in substantial compliance with current applicable environmental laws and
regulations and that continued compliance with existing requirements would not
have a material adverse impact on us.

Violation
of environmental laws and regulations can lead to the imposition of
administrative, civil or criminal penalties; remedial obligations; and in some
instances injunctive relief. In addition, violations of environmental laws or
the discharge of hazardous materials or oil could result in liability for
personal injuries, property damage, remediation and cleanup costs, and other
environmental damages. As a result, substantial liabilities to third parties or
governmental entities may be incurred, and the payment of such liabilities could
have a material adverse effect on our financial condition and results of
operations.

---

Risk Factors

Risks Related to Our
Business

In
addition to the other information set forth elsewhere in this Form 10-KSB, the
following factors should be carefully considered when evaluating Uranium Power
Corporation.

The
absence of any operating history.

The
Company is in the exploration stage entity, which has not yet begun full
operations. There is no assurance that the Companys management will be
able to manage the Company and its operations effectively and efficiently.

Operating Risks.

Petroleum
exploration and mining industry activities are highly speculative, and subject
to the uncertainty of exploration that is inherent in these industries.

We
intend to dedicate nearly 100% of our effort and expenditures for 2002 towards
oil and gas projects. Our strategy is to initially conduct a test of the 7-32
Well. At this time there are no known oil and gas reserves in the area from the
same formation. This work program should, therefore, be regarded as high risk
and of a wildcat nature.

There
can be no assurance that a successful testing of the 7-32 Well will lead to
success on other areas within the Athabasca and/or Firebag Prospects.

Our
future success depends on our ability to find, develop and acquire oil and gas
reserves that are economically recoverable. As of April 30, 2002 and to date we
have no reserves. As a result, we must locate and develop oil and gas reserves
in order to establish production revenue. We may have to do this even during
periods of low oil and gas prices. Without successful exploration or acquisition
activities our viability will be in question. By their nature, undeveloped
reserves are less certain. Recovery of such reserves will require significant
capital expenditures and successful drilling operations. We cannot assure you
that we will be able to find and develop or acquire additional reserves at an
acceptable cost.

Should
the Company not be successful in finding economic quantities of petroleum
products on its oil and gas properties, the Company will have to: (1) acquire
additional oil and gas prospects; (2) focus on its uranium properties; (3)
acquire other types of mineral or oil and gas properties; or (4) identify
another business opportunity. If the Company is unsuccessful in all of these
alternatives, the Company will be unable to continue operating.

Limited Financial
Resources.

We
have no cash flow from operations and the have run losses from operations in the
past and expect to do so in the future.

---

We
make, and will continue to make, substantial expenditures to find and acquire
oil and natural gas reserves. During the year our capital expenditures, which
include the cost of shares issued, for oil and gas properties were $747,170. Our
exploration work program for 2003 calls for the expenditure of at least $865,385
($1,350,000 Cdn.) for 2003. If the Limited Partnership is unable or unwilling to
fund the Companys planned exploration the Company may risk losing the 5
API Canada P & NG Licenses for failure to pay the annual rental amount, the
AOC License and the 7-32 Well, as the Company only has the exclusive right to
fund the testing of the 7-32 until September 30, 2002. The Company may have to
consider joint ventures with other entities, seek additional equity funding and
or sell some of its properties if the Limited Partnership funding is not
available. It is also likely the Company will require additional financing
beyond that to be provided by the Limited Partnership. There can be no assurance
that other joint venture parties, additional equity funding or that buyers for
its properties can be found.

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

We have continuing
losses which could affect our ability to pay creditors or continue
operations

We
have not operated profitably since inception. Through April 30, 2002 (the end of
our most recent fiscal year), we recognized accumulated losses of
$1,020,714. We expect to continue to have losses for the current fiscal year,
and as we are primarily an oil and gas company in exploration stage that will
need to raise significant additional capital to perform on its business plan, we
do not expect to generate significant revenues for the foreseeable future. Our
inability to operate profitably may lead to the inability to pay creditors,
attract additional capital through debt or equity financing, and in turn, lead
to the inability to obtain credit and/or continue to receive necessary services
from our service providers and consultants.

Volatility of Oil and
Gas Prices

Historically,
the markets for oil and gas have been volatile, and they are likely to continue
to be volatile. Wide fluctuations in oil and gas prices may result from
relatively minor changes in the supply of and demand for oil and gas, market
uncertainty and other factors that are beyond our control, including:

| | ° | worldwide and domestic supplies of oil and natural gas;
| | - | -------------------------------------------------------

| | ° | the ability of the members of the Organization of Petroleum Exporting Countries
to agree to and maintain oil price and production controls;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

| | ° | political instability or armed conflict in oil or gas producing regions;
| | - | ------------------------------------------------------------------------

| | ° | the price and level of foreign imports;
| | - | ---------------------------------------

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| | ° | worldwide economic conditions;
| | - | ------------------------------

| | ° | marketability of production;
| | - | ----------------------------

| | ° | the level of consumer demand;
| | - | -----------------------------

| | ° | the price, availability and acceptance of alternative fuels;
| | - | ------------------------------------------------------------

| | ° | the availability of pipeline capacity;
| | - | --------------------------------------

| | ° | weather conditions; and
| | - | -----------------------

| | ° | actions of federal, provincial, local and foreign authorities.
| | - | --------------------------------------------------------------

These external factors and
the volatile nature of the energy markets make it difficult to estimate future
prices of oil and natural gas. Declines in oil and gas prices would reduce
potential viability of non-revenue producing exploration properties and could
also reduce the amount of oil and gas that we can produce economically and, as a
result, could have a material adverse effect on our financial condition, results
of operations and ability to establish reserves.

Exploration and
development drilling may not result in commercially productive reserves

Oil
and gas drilling and production activities are subject to numerous risks,
including the risk that no commercially productive oil or natural gas will be
found. The cost of drilling and completing wells is often uncertain, and oil and
gas drilling and production activities may be shortened, delayed or canceled as
a result of a variety of factors, many of which are beyond our control. Our
future drilling activities may not be successful Unsuccessful drilling
activities could have a material adverse effect on our plan of operation. Also,
we may not be able to obtain any options or lease rights in potential drilling
locations that we identify.

Our business is subject
to operating hazards that could result in substantial losses

Oil
and gas operations are subject to many risks, including well blowouts,
craterings, explosions, uncontrollable flows of oil, natural gas or well fluids,
fires, formations with abnormal pressures, pipeline ruptures or spills,
pollution, releases of toxic gas and other environmental hazards and risks. If
any of these hazards occurs, we could sustain substantial losses.

At
such time as we become the operator we shall secure and maintain insurance
against some, but not all, of these potential risks and losses. We may elect not
to obtain insurance if we believe that the cost of available insurance is
excessive relative to the risks presented. In addition, pollution and
environmental risks generally are not fully insurable. If a significant accident
or other event occurs and is not fully covered by insurance, it could adversely
affect us.

Other owners of working
interests may not agree to participate in our exploration and development
plans.

Some
or all of the other working interest owners in our prospects may be unwilling or
unable to participate in or to pay their share of the costs of projects as they
become due. These problems could cause us to change, suspend or terminate our
drilling and development plans with respect to the affected project.

---

Because we are dependent
upon our key personnel for our future success, if we fail to retain or attract
key personnel, our business will be adversely affected

Our
future success will depend in significant part upon the continued service of our
key technical and senior management personnel, including Douglas Cannaday, our
President; Michel David, our Executive Vice President and a Director; and
certain consultants, including Warren Hunt and George Orr. While both Mr.
Cannaday and Mr. David are party to employment agreements, Mr. Cannaday, Mr.
David and/or the Company may terminate the respective employment agreements at
any time. And while Mr. Orr has provided significant management consulting
services at favorable rates, either Mr. Orr and/or the Company may terminate
such consulting arrangement at any time. Mr. Hunts consulting agreement
may be cancelled on thirty days notice by either party. We believe that
our future success will depend in large part upon our ability to retain the
services of Mr. Cannaday, Mr. David, Mr. Hunt and Mr. Orr at favorable rates, as
well as attract and retain qualified personnel for our operations. The failure
to attract or retain such persons could materially adversely affect our
business, financial condition and results of operations.

We are controlled by
only a few shareholders holding a large percentage of our common stock,
consequently, purchasers of shares may have very little ability to elect or
control our management.

Even
if all of our outstanding warrants and options are exercised (which we cannot
assure), three of our shareholders will beneficially own over 52% of the
outstanding shares of common stock as of August 23, 2002, with October Sun,
a Nevada corporation, being the single largest shareholder, beneficially owning
approximately 33% of our outstanding shares. Accordingly, such shareholders
acting in concert have the ability to elect all of our Directors and otherwise
control the Company. As a result, such shareholders, acting together, will have
the ability to substantially influence all matters submitted to shareholder vote
for approval, including the election and removal of Directors and consummation
of any transaction involving a merger, consolidation or sale of substantially
all of our assets, and to control our management and affairs. The
concentration of ownership may have the effect of delaying, deferring or
preventing a change in control, impeding a merger, consolidation or takeover or
other business combination involving us or discouraging a potential acquirer
from making a tender offer or otherwise attempting to obtain control of our
business, even if such a transaction would be beneficial to other shareholders.

---

Our common stock is
vulnerable to pricing and purchasing actions that are beyond our control and,
therefore, persons acquiring our shares may be unable to resell their shares at
a profit as a result of this volatility.

The
trading price of our common stock has been subject to wide fluctuations in
response to quarter-to-quarter variations in our operating results, our
announcements of property and/or oil and gas license acquisitions, exploration
results, participation in exploration agreements or joint ventures, and other
events and factors. The securities markets themselves have from time to time
experienced significant price and volume fluctuations that may be unrelated to
the operating performance of particular companies. Announcements of delays in
exploration schedules or exploration results, by us or our competitors, and
developments or disputes concerning property or oil and gas license rights could
have a significant and adverse impact on market prices for our securities. In
addition, regulatory developments in the United States and foreign countries
affect the market price of our securities. Also, economic and other external
factors, as well as period-to-period fluctuations in our financial results, may
have a significant impact on the market price of our securities.

SEC penny stock
regulations may limit the ability to trade our securities

Our
common stock is a penny stock as that term is defined by the
relevant SEC rules and regulations, and our common stock is subject to
additional disclosure requirements for penny stocks mandated by the Securities
Enforcement Remedies and Penny Stock Reform Act of 1990. The SEC Regulations
generally define a penny stock to be an equity security that has a market price
of less than $5.00 per share. Since becoming a reporting company, our Common
Stock has been included within the SEC Rule 3a-51 definition of a penny stock.
Since our Common Stock is considered to be a penny stock, trading is
covered by Rule 15g-9 promulgated under the Securities Exchange Act of 1934, as
amended, for non-NASDAQ and non-national securities exchange listed securities.
Under this rule, broker-dealers who recommend such securities to persons other
than established customers and accredited investors must make a special written
disclosure to, and suitability determination for, the purchaser and receive the
purchasers written agreement to a transaction prior to sale. The
regulations on penny stocks limit the ability of broker-dealers to sell our
common stock and thus the ability of purchasers of our common stock to sell
their securities in the secondary market.

Future sales of our
common stock may cause our stock price to decline

Our
stock price may decline as a result of future sales of our shares or the
perception that such sales may occur. As we are a development stage company that
will need to raise substantial additional capital to perform upon our business
plan, the sale of authorized but unissued common stock or other equity
securities by the Company, either in private placements or to the public in a
registered offering may occur. In addition, we are unable to estimate the
amount, timing, or nature of future sales of our common stock. Sales of
substantial amounts of our common stock in the public market may cause our
stocks market price to decline.

---

Outstanding options and
warrants may make it difficult for us to obtain additional capital on reasonable
terms

As
of August 23, 2002, we had outstanding options and warrants to purchase common
stock in an aggregate amount of 3,550,000 shares. As long as these options and
warrants remain outstanding and unexercised, the terms under which we can obtain
additional capital may be adversely affected because any new investors may not
want to be diluted by lower priced securities. New investors may want to
negotiate prices that are at or below the conversion price or exercise price of
existing securities, which may adversely impact the terms upon which we can
raise additional capital if at all.

Provisions in our
charter documents could prevent or delay a change in control, which could delay
or prevent a takeover

Our
Articles of Incorporation authorize the issuance of blank check
preferred stock with such designations, rights, and preferences, as may be
determined by our Board of Directors. Accordingly, the Board of Directors may,
without shareholder approval, issue shares of preferred stock with dividend,
liquidation, conversion, voting, or other rights that could adversely affect the
voting power or other rights of the holders of our common stock. Preferred stock
could also be issued to discourage, delay, or prevent a change in our control,
although we do not currently intend to issue any additional series of our
preferred stock.

Our shareholders may
not rely upon dividends to generate income

We
have never paid any cash dividends on our common stock and we do not anticipate
paying cash dividends on our common stock in the future. The future payment of
dividends is directly dependent upon our future earnings, capital requirements,
financial requirements, and other factors to be determined by our Board of
Directors. It is anticipated that future earnings, if any, which may be
generated from our operations, will be used to finance our growth, and that cash
dividends will not be paid to our stockholders. In addition, we do not expect to
generate any significant revenue for the foreseeable future, as we are an oil
and gas company in the exploration phase. Because our common stock does not
generate a steady stream of income for our stockholders, the only profit or gain
our shareholders can hope to realize by virtue of their investment is that our
stock will appreciate in value, which it may not do.

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:

| | ° | The amount and nature of future capital, development and exploration
expenditures;
| | - | ----------------------------------------------------------------------------------

---

| | ° | The drilling of wells;
| | - | ----------------------

| | ° | Business strategies;
| | - | --------------------

| | ° | Expansion and growth of operations; and
| | - | ---------------------------------------

| | ° | 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.

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

|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
API Canada holds the right to earn 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. This right is subject to the Company beginning a $160,256
($250,000 Cdn.) testing program on the 7-32 Well on or before September 30,
2002.

The
Athabasca Prospect is located near the Athabasca Tar Sands deposit believed to
be one of the largest accumulations of petroleum on earth containing an
estimated 1.3 trillion barrels covering an area of roughly 17,400 square miles.

The
Company holds a 46.53% to 52.86% working interest after payout in the Athabasca
Prospect, subject to the 9.5% gross overriding royalty and government royalties,
and may be increased if certain elections that other interest holders have are
not exercised. These interests may also be reduced pursuant to interests earned
by the Limited Partnership, see Anhydride Petroleum Limited Partnership
Exploration Agreements.

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. In
the immediate area, tar sands licenses are held by major oil and gas producers,
such as Husky Oil, Imperial Oil, Mobil Oil, Shell Oil and Suncor. 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.

The
Company holds a 63.28% to 64.84% working interest after payout in the Firebag
Prospect, subject to the 9.5% gross overriding royalty and government royalties,
and may be increased if certain elections that other interest holders have are
not exercised. These interests may also be reduced pursuant to interests earned
by the Limited Partnership, see Anhydride Petroleum Limited Partnership
Exploration Agreements.

---

Operations-
Mineral Properties

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 these
mineral properties, which are located in the Athabasca Basin of northern
Saskatchewan, Canada.

Hocking Lake

| | The
Hocking Lake Property is geographically located approximately 600 miles north of
the regional capital city of Regina, Saskatchewan comprised of five mining
claims in two groups totaling 20,203 hectares (49,924 acres) west of Black Lake,
Saskatchewan
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Henday Lake

| | The Henday Lake Property is located approximately 500 miles north of Regina,
Saskatchewan and is comprised of two continuous mining claims 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During the year UHC spent $50,000 (2001 - $93,178) on geophysics related to the
Henday Lake property. The Company is currently awaiting the results of
geophysical work performed by UHC on the Henday Lake property.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

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.

---

Due
to the presence of the favorable alteration minerals and anomalous values
mentioned above, further exploration work is deemed warranted, however, owing to
a $1,282,051 ($2,000,000 Cdn.) exploration commitment contained in the joint
venture agreement and due by December 31, 2002, the Company may have to abandon
this property. The Company plans to attempt to re-negotiate the terms of its
joint venture agreement but no assurance can be made that they will be
successful in doing so.

Acquisitions

As noted above in Item 1,
on page 2, under the heading Oil and Gas Prospects, on
April 30, 2002 we consummated the Merger Agreement pursuant to which API Canada
became our indirect wholly owned subsidiary and pursuant to which October Sun
became our single largest beneficial owner, owning beneficially approximately
38% of our common stock.

Reserves

Effective
April 30, 2002 we do not have any proven, probable nor any reserves.

Production

Effective
April 30, 2002 we do not have any production nor production revenue.

Drilling Activity

Effective
through April 30, 2002 we did not conduct any drilling activity.

## Item 3. Legal
Proceedings

The
Company is not a party to any legal proceedings required to be reported in this
Report.

## Item 4.
Submission of Matters to a Vote of Security Holders

None.

---

## 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
bid prices of the Companys common stock during the periods indicated as
reported by the Internet source E*Trade Financial
(http://www.etrade.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     4th Quarter (2/1/02 - 4/30/02)    $    0.51          $   0.35
Year End   3rd Quarter (11/1/01 - 1/31/02)        0.65              0.35
April 30,  2nd Quarter (8/1/00 - 10/31/01)        0.65              0.40
2002       1st Quarter (5/1/01 - 7/31/01)         0.75              0.25

Fiscal     4th Quarter (2/1/01 - 4/30/01)    $    0.35          $   0.10
Year End
April 30,
2001`

The
closing price of the Common Stock as reported on August 23, 2002, was $0.32 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 August 23, 2002, there were 118 holders of the Companys Common Stock,
who collectively held 12,024,500 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.

---

Recent Sales of
Unregistered Securities.

Following
are descriptions of all unregistered equity securities of the Company sold
during the period covered by this Form 10-KSB, excluding transactions that were
previously reported in a quarterly report.

On
August 21, 2001, the Company granted stock options to the following persons or
entities in the following amounts in reliance on the exemption from registration
contained in Section 4(2) of the Act, all options being exercisable at $0.27 per
share and expiring August 21, 2006:

`Number of Shares of Common Stock
Name                                    Underlying the Option
----                               --------------------------------

858642 Alberta Ltd.                           250,000
Robert Edwards                                250,000
James Billingsley                              50,000
Thornton Donaldson                            175,000
William Timmins                                25,000
Pat Lawless                                   100,000
Lorne Inglis                                  100,000
Terry Schorn                                  125,000
Todd Montgomery                               125,000`

On
September 10, 2001, the Company issued 187,500 shares of Common Stock to
Bikestar Rentals, Inc. in a private placement for a purchase price of $0.10 per
share. The shares were issued in reliance on the exemption from registration
contained in Section 4(2) of the Act.

On
September 10, 2001, the Company issued 187,500 shares of Common Stock to Outback
Capital, Inc. in a private placement for a purchase price of $0.10 per share.
The shares were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

---

On
March 12, 2002, the Company issued to Gary C. Rosholt and Mary P. Rosholt,
jointly, 100,000 shares of Common Stock in a private placement for a purchase
price of $0.30 per share. The shares were issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

On
April 1, 2002, the Company cancelled an option to purchase 125,000 shares of
Common stock held by Todd Montgomery and cancelled an option to purchase 25,000
shares of Common Stock held by Terry Schorn. The Company then issued an option
to purchase 150,000 shares of Common Stock to Bruce Lazier at $0.50 per share
until March 31, 2003 in connection with a consulting agreement by and between
Mr. Lazier and the Company dated April 1, 2002. The option was issued in
reliance on the exemption from registration contained in Section 4(2) of the
Act.

On
April 30, 2002, the Company issued to Dianna C. Bull 12,000 shares of Common
Stock in a private placement for a purchase price of $0.30 per share. The shares
were issued in reliance on the exemption from registration contained in Section
4(2) of the Act.

On
April 20, 2002, the Company issued to Ming Capital Enterprises, Inc. 500,000
shares of Common Stock in a private placement for a purchase price of $0.30 per
share. The shares were issued in reliance on the exemption from registration
contained in Section 4(2) of the Act.

On
April 30, 2002, pursuant to the Merger Agreement with October Sun, the Company
issued the following securities to October Sun in reliance on Section 4(2) of
the Securities Act of 1933: (a) 3,950,000 shares of Common Stock; (b) a warrant
to purchase 500,000 shares of Common Stock of the Company at an exercise price
of $0.01 per share, expiring April 30, 2003; which was subsequently cancelled
and replaced by a substitute warrant issued to Anhydride Oil Corporation, to
purchase up to 600,000 shares of Common Stock of the Company at an exercise
price of $0.01 per share, expiring August 30, 2004, and (c) a demand promissory
note in the principal amount of $100,000.

In
addition to the shares, warrants and demand promissory note issued to October
Sun, as a condition of closing the Merger Agreement, on April 30, 2002, the
Company: (a) issued to 858642 Alberta Ltd. a warrant to purchase 500,000 shares
of Common Stock at an exercise price of $0.01 per share, expiring July 25, 2003;
(b) issued to Robert Edwards a warrant to purchase up to 500,000 shares of
Common Stock at an exercise price of $0.01 per share, expiring July 25, 2003;
(c) issued to 858642 Alberta Ltd., under the Companys 2000 Stock Option
Plan, an option to purchase 250,000 shares of Common Stock, at an exercise price
of $0.27 per share, expiring August 21, 2006; and (d) issued to Robert Edwards,
under the Companys 2000 Stock Option Plan, an option to purchase 250,000
shares of Common Stock, at an exercise price of $0.27 per share, expiring August
21, 2006. All of the shares and warrants issued in connection with the Merger
Agreement were issued in reliance on the exemption from registration contained
in Section 4(2) of the Act.

After
the end of the period, but prior to the preparation of this report, effective
May 6, 2002 the Company committed to issue options to acquire 400,000 shares of
common stock to Doug Cannaday for a period of three years at an exercise price
equal to the market price on May 6, 2002 less the maximum allowable discount.
The options will beissuedin reliance on the exemption from
registration contained in Section 4(2) of the Act.

---

After
the end of the period but prior to the preparation of this report, effective May
15, 2002 the Company issued options to acquire 200,000 shares of common stock to
Michel David, Director, for a period of two years at an exercise price of $0.35
per share. The options vested at the rate of 33% per month commencing May
15th, 2002 and are voided in the event of termination for cause
unless previously exercised. The options will be issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

After
the end of the period, but prior to the preparation of this report, on June 6,
2002, the Company issued to Coleman Morton 40,000 shares of Common Stock in a
private placement for a purchase price of $0.30 per share. The shares were
issued in reliance on the exemption from registration contained in Section 4(2)
of the Act.

After
the end of the period, but prior to the preparation of this report, and pursuant
to the terms of that certain Exploration Agreement by and between the Company,
through it subsidiary Anhydride Petroleum Canada, Inc., and Anhydride Petroleum
Limited Partnership, dated July 10, 2002, the Company issued to Anhydride
Petroleum Limited Partnership a warrant to purchase up to 750,000 shares of
Common Stock of the Company at an exercise price of $0.50 per share, expiring
July 11, 2003. The warrant was issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

## Item 6.
Managements Discussion and Analysis of Financial Condition and Results
of Operations

Plan of Operation.

The
Company is in the exploration stage and does not currently have any income from
operating activities. The Company intends to engage in the exploration,
development and acquisition of oil and gas properties in northern Alberta.

During
the year ended April 30, 2002, the Company decided to enter the business of oil
and gas exploration and development. To implement this policy the Company
acquired the Athabasca and Firebag Prospects for $720,401 and $26,769
respectively, see Acquisitions and Mineral Properties. Included in the
acquisition cost of Athabasca Prospect is $247,500 pertaining to the shares and
warrants issued.

To
fund the testing of the 7-32 Well and other work on the Athabasca and Firebag
prospects the Company, subsequent to April 30, 2002, has entered into an
exploration agreement with the Limited Partnership whereby it may earn up to a
cumulative 25% interest before and after payout on the Athathabasca and Firebag
prospects by expending up to $865,385 ($1,350,000 Cdn.) on exploration and other
costs associated with the prospects. The Company has a call option which will
allow it, if exercised, to acquire any interests earned by the Limited
Partnership for 130% of the expenditures incurred by Limited Partnership to earn
its interests.

No
known reserves exist on either the Athabasca or Firebag prospects and there are
no known oil and gas reserves in the same formations as these prospects,
therefore, exploration of these properties must be considered high risk or
wildcat in nature. It is the Companys intention to expend
nearly 100% of its effort and resources over the next year in exploring and or
developing these properties.

---

The
Company holds a 20% equity interest in Uranium Holdings Corporation which in
turn owns the Henday and Hocking Lake uranium properties. During the year UHC
spent approximately $50,000 on geophysics related to the Henday Lake property.
The Company is currently awaiting the results of this work. However, as noted
above it is the Companys intention to devote its attention and resources
towards oil and gas exploration, as such the Companys interest in UHC may
become diluted if it does not contribute to any further exploration work done on
these properties.

Due
to a lack of funding five of the six properties comprising the Saskatchewan
Uranium Properties were lost due to their underlying claims lapsing. The Company
currently has an option to acquire an interest in the Crawford property,
however, owing to a $1,282,051 ($2,000,000 Cdn.) exploration commitment due by
December 31, 2002 and the Companys change in focus towards oil and gas
this property may be dropped. The Company plans to re-negotiate the joint
venture agreement in an attempt to keep the property but no assurance, at this
time, can be given that they may be successful in doing so.

During
the year due to a lack of funding the Hump Lake uranium claim (Northern Mining
Property) lapsed and $34,141was written off.

As
noted above, the primary focus of the Company this year was on evaluating and
selecting oil and gas properties of merit from which to conduct future
exploration work on. During the year the Company paid $90,410 (2001- $24,614) in
management fees pertaining to the organization and running of the expanded
operations of the Company as it evaluated the oil and gas business. Likewise the
Company incurred advertising and promotion expenses of $78,703 (2001  nil)
and travel expenses of $30,456 (2001  nil) pertaining to the investigation
of financing sources and visits with key consultants. Consulting expenses for
the year ended April 30, 2002 amounted to $77,600 (2001  nil) as valued by
the Black-Scholes pricing of 800,000 options granted to consultants.
Professional fees of $18,657 (2001  $15,306) were incurred during the
year. Due to increase market activity in the Companys stock transfer
agents fees were $11,087 (2001  $1,583). The Company did not incur any
exploration costs during the year.

In
total the Company experienced a net loss of $352,708 or $0.04 per share for the
year ended April 30, 2002, compared to a net loss of $136,856, or $0.02 per
share for the year ended April 30, 2001.

Until
the Company realizes economically recoverable resources on its properties, and
can begin receiving revenues derived from those sources - or the Company
establishes some alternative source for revenues - the Company expects to
continue to incur operating losses and will rely on additional equity or debt
sales and or property joint ventures to fund its activities in the future.

---

As
at April 30, 2002 the Company had negative working capital of $28,648 (2001 -
$51,061) and $461,812 due to related parties and Uranium Holdings Corporation
(2001 - $32,618). The $747,171 (2001 - $34,142) investment in resource
properties represents the Companies most significant asset, however, the
recovery of this carrying value is dependent on the existence of economically
recoverable reserves, the ability of the Company to obtain necessary financing
to complete the exploration and development, the attainment of future profitable
production or the disposition of the properties for proceeds in excess of the
carrying value none of which is assured at this time.

The
Company will require additional funds to support its operations over the next 12
months, and plans to raise funds by way of Exploration Agreements and possible
joint ventures on the Companies oil and gas properties. If the Company is not
able to obtain additional funding it may be necessary to sell interests in its
oil and gas or mineral properties and or lose the properties as a result of a
failure to fund. No assurance can be given that he Company will be successful in
finding joint venture partners for its properties, that its joint venture
partners will fund necessary amounts, that buyers for its properties may be
found and that the Company will be able to attract sufficient equity funding.

## 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.

# 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, 2002 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.

---

Officer or
Name of Director or
Officer        Directorand Position in the Company       
 Since         Age
           
        Office(s) Held and Other Business Experience

|Thornton J. Donaldson
              
     1998       
     73
Director | President of the Company since its inception in April 1998. Secretary of the
Company from April 1998 through July 1998. 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.
|---------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Douglas W. Cannaday
              
       2002       
     50
President | President of the Company since May 16, 2002. President and director of Hampton
CourtResources Ecuador S.A. since April 2002; President and Director of Riomin
Resources S.A. from October 1999 through Present; President and director of
Morrisey Development Corporation from 1991 through 1999; President and director
of Tod Mountain Development Ltd. and Tod Mountain Resorts Ltd. from 1979 through
1992; President and Director of Artesian Oil & Gas Ltd. from 1978 through
1984; President and Director of Artesian Petroleum Corporation from 1979 through
1984.
|----------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Michel David
              
             
      2002       
     49
Executive Vice-President
And Director | Executive Vice-President and Director of the Company since May 15, 2002. In the
past Mr. David was a Director of Malartic Hygrade, Mirandor Inc., Sphinx Inc.,
Mimiska Inc., Link Mineral Ventures Inc. and Maymac Petroleum Inc.
|--------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Officer or
Name of Director or
Officer        Directorand Position in the Company       
 Since         Age
           
        Office(s) Held and Other Business Experience

|William G. Timmins
              
         1998       
     65
Secretary and Director | Secretary of the Company since July 1998. 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.
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|James R. Billingsley
              
         1998       
     79
Director | Chairman and Director of Pacific Amber Resources, from December 1998 to present.
President and Chief Executive Officer of Glamis Gold, a public company engaged
in gold mining, from August 1988 through December 1998. Vice
President-Administration of Glamis Gold from August 1986 through August
1988.
|------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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)
     Significant Employees

None.

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 Company believes that Doug Cannaday was late in
filing a Form 3 and failed to file a Form 5, and the other directors and
officers failed to timely file reports on Forms 5 for the fiscal year ended
April 30, 2002.

---

## 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, 2002, 2001 and 2000 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

  FISCAL YEAR COMPENSATION                                        LONG TERM COMPENSATION
                                                                Awards              Payouts
                                                                ------              -------
                                                                     Restricted
                                                                        Shares             All
                                                        Securities       or               other
                                                        underlying   Restricted    LTIP   Compen-
     Name and              Salary  Bonus  Other Annual  Option/SARs     Share    Payouts  sation
Principal Position   Year    ($)    ($)   Compensation    Granted       Units       ($)     ($)
------------------   ----  ------  -----  ------------  -----------  ----------  -------  ------

Thornton             2002    0      0         0           175,000        0          0          0
Donaldson,           2001    0      0         0                          0          0          0
Former               2000    0      0         0                          0          0          0
President(1)`

__________________

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

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 (Cdn.) 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. 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.

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 is 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 $0.35 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. In the event Mr. David is terminated for cause any options not
exercised are cancelled.

---

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 2002 to the Named Executive
Officers of the Company.

`OPTION/SAR GRANTS IN PREVIOUS YEAR
                                      INDIVIDUAL GAINS

                 Number of       % of Total
                 Securities     Options/SARs
                 Underlying      Granted to
                Options/SARs    Employees in  Exercise or Base  Market Price on
Name            Granted (#)     Fiscal Year     Price ($/Sh)     Date of Grant  Expiration Date
----            -----------     -----------   ----------------  --------------- ---------------

Thornton
Donaldson (1)      175,000         14.6%          $0.27             $0.27       August 21, 2006`

__________________

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

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.

---

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

`Number of
                                                           Securities
                                                            Underlying       Value of
                                                           Unexercised      Unexercised
                                                         Options/SARs at  Options/SARs at
                                                            FY-End (#)        FY-End ($)
                 Shares Acquired on                        Exercisable/     Exercisable/
Name                Exercise (#)      Value Realized ($)  Unexercisable    Unexercisable
----             -----------------    -----------------  --------------    -------------

Thornton
Donaldson (1)            0                  0                175,000          $73,500`

__________________

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

Compensation of
Directors.

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.

Benefit Plans.

The
Company currently has no retirement, pension, profit-sharing or insurance or
medical reimbursement 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 August 23, 2002, 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:

`Amount and     Percent
                                                Nature of       of
       Name and Address of                      Beneficial    Common
        Beneficial Owner        Position        Ownership      Stock
       -------------------      --------       ----------     -------

   Douglas W. Cannaday          President(1)     700,000(1)      6%
   685-440 10816 MacLeod Trail S.
   Calgary, Alberta
   Canada  T2J 5N8

   Michel David                 Executive        450,000(2)      4%
   153A Perreault               Vide-President
   Val D'Or, Quebec             and Director
   Canada JP9 2H1

   Thornton J. Donaldson        Director         472,000(3)      4%
   206 - 475 Howe Street
   Vancouver, B.C.
   Canada  V6C 2B3

   William G. Timmins           Secretary and    225,000(4)      2%
   410 - 455 Granville Street   Director
   Vancouver, B.C.
   Canada  V6C 1T1

   James R. Billingsley         Director         100,000(5)     **%
   3157 West 33rd Avenue
   Vancouver, B.C.
   Canada  V6N 2G6

   All current directors                       1,947,000(6)     16%
   and executive
   officers as a group
   (four persons)`

__________________

**Indicates less than 1%

---

(1)Mr. Cannaday
became President of the Company on May 16, 2002. Mr. Cannadays beneficial
ownership consists entirely of the following: (i) options 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 May 6, 2002 less the maximum
allowable discount, pursuant to Mr. Cannadays Employment Agreement dated
May 6, 2002; (ii) options to purchase 200,000 shares of the Companys
common stock at a price per share of $0.01 pursuant to an Option Agreement by
and between Mr. Cannaday and a third party dated May 6, 2002; and (iii) an
option to acquire an option to purchase 100,000 shares of the Companys
common stock at a price per share of $0.27 pursuant to an Option Agreement by
and between Mr. Cannaday, Robert Edwards and Hodgkinson Equities Corporation
dated July 18, 2002, exercisable until Mr. Cannaday is no longer an officer,
director or consultant of the company, or until August 21, 2006, whichever
occurs first.

(2)Mr. David
became Executive Vice-President and a Director on May 15, 2002. Mr. Davids
beneficial ownership consists entirely of the following: (i) options 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; and (ii) Options to purchase 200,000
shares of the Companys stock at a price per share of $0.01 and 50,000
shares of the Companys stock at a price per share of $0.10 pursuant to an
Option Agreement by and between Mr. David and a third party dated June 2, 2002,
which option expires September 31, 2002.

(3) Mr.
Donaldson resigned as President from the Company on May 16, 2002. 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 175,000 shares of
Common Stock at a price per share of $0.27 until August 21, 2006.

(4)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.

(5)Includes
50,000 shares owned by Mr. Billingsleys spouse. Also includes options to
purchase 50,000 shares at $0.27 per share until August 21, 2006.

(6)Includes
securities reflected in footnotes 1 - 5.

---

b)    
Security Ownership of Certain Beneficial Owners

The
following table sets forth as of August 23, 2002, 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:

`Amount and
                                   Nature of    Percentage
      Name and Address of         Beneficial    of Common
       Beneficial Owner            Ownership      Stock
      -------------------         ----------    ----------

    Anhydride Oil Corporation       600,000(1)        5%
    1119 Sydenham Rd. S.W.,
    Calgary, Alberta
    Canada T2T OT5

    Anhydride Petroleum Limited     750,000(2)        6%
    Partnership
    Suite 602
    570 Granville Street
    Vancouver, BC
    Canada V6C 3P1

    Robert Hodgkinson             1,200,000(3)        9%
    Suite 900, 595 Howe Street,
    Vancouver, British
    Columbia
    Canada V6C 2T5

    October Sun                   3,950,000          33%
    241 Ridge Street, Fourth Floor
    Reno, Nevada 89501

    Robert Edwards                1,250,000(4)       10%
    #25, 1818 Cromwell Avenue
    Vancouver,
    British Columbia
    Canada  V6J 1K7`

__________________

(1) Consists
entirely of warrants to purchase up to 600,000 shares of common stock at an
exercise price of $0.01 per share expiring August 30, 2004.

(2)
Consists entirely of warrants to purchase up to 750,000 shares of common stock
at an exercise price of $0.50 per share expiring July 11, 2003.

---

(3)Consists of
450,000 shares of common stock owned of record by Robert Hodgkinson, warrants to
purchase up to 500,000 shares of common stock at an exercise price of $0.01 per
share expiring July 25, 2003 owned of record by 858642 Alberta Ltd., an entity
controlled by Robert Hodgkinson; and options to purchase up to 250,000 shares of
common stock at an exercise price of $0.27 per share expiring August 21, 2006
owned of record 858642 Alberta Ltd., an entity controlled by Robert Hodgkinson.

(4)Consists
of 450,000 shares of common stock owned of record by Robert Edwards; 50,000
shares of common stock owned of record by Lynda Perry, Robert Edwards
wife; warrants to purchase up to 500,000 shares of common stock at an exercise
price of $0.01 per share expiring July 25, 2003 and options to purchase up to
250,000 shares of common stock at an exercise price of $0.27 per share until
August 21, 2006.

c) Changes in
Control. On April 30, 2002, we consummated the Agreement and Plan of
Reorganization, dated April 30, 2002, whereby October Sun, a Nevada corporation
became our largest beneficial owner, owning beneficially approximately 33% of
our common stock. 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 August 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:

`Number of Securities
                                                                   Remaining Available
                      Number of Securities                         for Future Issuance
                       to be Issued upon      Weighted Average        under Equity
                           Exercise of       Exercise Price of      Compensation Plans
                           Outstanding          Outstanding       (excluding securities
                        Options, Warrants,   Options, Warrants,    reflected in column
                            and Rights          and Rights                 (a)
   Plan Category             (a)(1)                (b)                     (c)
-------------------   --------------------   -----------------     --------------------
Equity Compensation
 Plans Approved by
 Security Holders            0                     n/a                      0

Equity Compensation
Plans Not Approved
by Security Holders      1,200,000                 $0.27                    0
                         ---------                  ----                  --
            Total        1,200,000                 $0.27                    0`

(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.

## Item 12.
Certain Relationships and Related Transactions

James
R. Billingsley, a 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 Anhydride Petroleum
(Canada) (Anhydride 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
Anhydride 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 Anhydride 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 Anhydride 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 $90,410.

October
Sun also retained a 1% - 1.36% gross overriding royalty interest in the
Athabasca and Firebag Prospects.

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., 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 expires July 25, 2003.

---

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. Upon a successful well, the Company is obliged to pay to AOC a one-time
cash payment of $60,000 ($100,000 Cdn.).

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. In addition, Mr.
Cannaday was granted a royalty interest of 0.2% on certain of the Companys
petroleum and natural gas prospects by 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.

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.

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 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
$0.35 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.

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.

---

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.

On
July 18, 2002, Doug Cannaday entered into an Option Agreement with Robert
Edwards, a 5% or greater beneficial owner of the Companys common stock,
and Hodgkinson Equities Corporation (Hodgkinson). 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. 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, which is exercisable
so long as Mr. Cannaday is an officer, director or consultant of the Company or
until the option expires, whichever comes first. 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.

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.

Our
consultant, C. Warren Hunt, who has helped the Company establish its exploration
program, is the principal shareholder of AOC with whom the Company has entered
into the AOC Joint Venture Agreement, therefore, AOCs ownership of working
interests, royalty interests and other interests may create conflicts of
interest.

Ownership
of working interests, royalty interests and other interests by some of our
officers and directors may create conflicts of interest.

Our
President, Doug Cannaday, is entitled to hold a royalty interest in
the Athabasca and Firebag Prospects, including the 7-32 Well and AOC License and
area of mutual interest. Our Executive Vice-President and a Director, Michel
David is entitled to hold a royalty interest in the Athabasca prospect including
the 7-32 Well and AOC License. AOC holds a significant but not controlling
interest in the 7-32 Well, the AOC License, the five API Canada Licenses and is
the operator of the 7-32 Well during the testing phase.

---

# PART IV

## Item 13.
Exhibits and Reports on Form 8-K

(a) Exhibits

|3.1 | Articles of Incorporation. (1)
|--- | ------------------------------

|3.2 | Bylaws. (1)
|--- | -----------

|4.1 | Stock Option Plan. (1)
|--- | ----------------------

|10.1 | Letter Agreement with J.R. Billingsley dated July 29, 1998. (1)
|---- | ---------------------------------------------------------------

|10.2 | Extensions to Letter Agreement with J.R. Billingsley. (1)
|---- | ---------------------------------------------------------

|10.3 | Joint Venture Agreement with Phelps Dodge Corporation of Canada, Ltd., dated
December 16, 1998. (1)
|---- | ---------------------------------------------------------------------------------------------------

|10.4 | Property Option Agreement with Pacific Amber Resources Ltd. dated March 24,
1999. (1)
|---- | -------------------------------------------------------------------------------------

|10.5 | Amendment to Property Option Agreement with Pacific Amber Resources Ltd. dated
October 7, 1999. (1)
|---- | ---------------------------------------------------------------------------------------------------

|10.6 | Asset Purchase Agreement from Athabasca dated April 13, 1998. (2)
|---- | -----------------------------------------------------------------

|10.7 | Letter from Phelps Dodge Corporation extending deadline to May 31, 2000. (2)
|---- | ----------------------------------------------------------------------------

|10.8 | Letter from Pacific Amber Terminating its Option. (3)
|---- | -----------------------------------------------------

|10.9 | Financial Advisory and Investment Banking Agreement. (4)
|---- | --------------------------------------------------------

|10.10 | Letter of Intent dated December 1, 2000 with Mark Smith. (5)
|----- | ------------------------------------------------------------

|10.11 | Option Agreement dated September 10, 2001 and Amendment dated October 10,
2001.(6)
|----- | ----------------------------------------------------------------------------------

|10.12 | Agreement and Plan of Reorganization with October Sun dated April 30, 2002.(7)
|----- | ------------------------------------------------------------------------------

|10.13 | Joint Venture Agreement dated April 30, 2002, filed herewith.
|----- | -------------------------------------------------------------

|10.14 | Employment Agreement with Doug Cannaday effective May 6, 2002, filed herewith.
|----- | ------------------------------------------------------------------------------

|10.15 | Exploration Agreement dated July 10, 2002, filed herewith.
|----- | ----------------------------------------------------------

---

|21.1 | Subsidiaries of the Registrant, filed herewith.
|---- | -----------------------------------------------

|99.1 | 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.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------

|99.2 | Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------

____________________________

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

|(2) | Incorporated by reference from Form 10-SB/A No. 1, filed January 20, 2000.
|--- | --------------------------------------------------------------------------

|(3) | Incorporated by reference from Form 10-KSB for the year ended April 30, 2000.
|--- | -----------------------------------------------------------------------------

|(4) | Incorporated by reference from Form 10-QSB for the period ended October 31,
2000.
|--- | ---------------------------------------------------------------------------------

|(5) | Incorporated by reference from Form 10-QSB for the period ended January 1,
2001.
|--- | --------------------------------------------------------------------------------

|(6) | Incorporated by reference from Form-10QSB for the period ended October 31, 2001.
|--- | --------------------------------------------------------------------------------

|(7) | Incorporation by reference from Form 8-K dated May 10, 2002.
|--- | ------------------------------------------------------------

(b)   
Reports on Form 8-K

Current Report on Form 8-K
filed April 30, 2002, reporting under Item 2, the Agreement and Plan of
Reorganization, effective April 30, 2002.

Current Report on Form 8-K
filed May 15, 2002, reporting under Item 5, a report on Form 10QSB erroneously
filed under the Companys EDGAR filing codes by or on behalf of Uranium
Resources, Inc.

---

# 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:  September 11, 2002        
 
            
            
            
            
         
        By:
/s/ Douglas W. Cannaday
                
                
                
                
          
                
                
        
       Douglas W. Cannaday, President

Date:  September 11, 2002        
 
            
            
            
            
         
        By:
/s/ William G. Timmins
                
                
                
                
          
                
                
        
       William G. Timmins, Secretary and Director
Date:  September 11, 2002        
 
            
            
            
            
         
        By:
/s/ Michel David
                
                
                
                
          
                
                
        
       Michel David, Executive Vice President and Director
Date:  September 11, 2002        
 
            
            
            
            
         
        By:
/s/ Thornton Donaldson
                
                
                
                
          
                
                
        
       Thornton Donaldson, Director
Date:  September 11, 2002        
 
            
            
            
            
         
        By:
/s/ James R. Billingsley
                
                
                
                
          
                
                
        
       James R. Billingsley, Director

---

# § 302
CERTIFICATION*

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

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

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

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

4.
The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

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

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

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

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

Date:
   September 11, 2002

/s/   Douglas W. Cannaday
        Douglas W. Cannaday
        President and Chief Executive Officer
        September 11, 2002

*
Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.

---

# § 302
CERTIFICATION*

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

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

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

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

4.
The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b)
evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and

c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date;

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

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

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

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

Date:
   September 11, 2002

/s/   Thornton Donaldson
        Thornton Donaldson
        Acting Chief Financial Officer
        September 11, 2002

*
Provide a separate certification for each principal executive officer and
principal financial officer of the registrant. See Rules 13a-14 and 15d-14. The
required certification must be in the exact form set forth above.

---

# EXHIBIT INDEX

|3.1 | Articles of Incorporation. (1)
|--- | ------------------------------

|3.2 | Bylaws. (1)
|--- | -----------

|4.1 | Stock Option Plan. (1)
|--- | ----------------------

|10.1 | Letter Agreement with J.R. Billingsley dated July 29, 1998. (1)
|---- | ---------------------------------------------------------------

|10.2 | Extensions to Letter Agreement with J.R. Billingsley. (1)
|---- | ---------------------------------------------------------

|10.3 | Joint Venture Agreement with Phelps Dodge Corporation of Canada, Ltd., dated
December 16, 1998. (1)
|---- | ---------------------------------------------------------------------------------------------------

|10.4 | Property Option Agreement with Pacific Amber Resources Ltd. dated March 24,
1999. (1)
|---- | -------------------------------------------------------------------------------------

|10.5 | Amendment to Property Option Agreement with Pacific Amber Resources Ltd. dated
October 7, 1999. (1)
|---- | ---------------------------------------------------------------------------------------------------

|10.6 | Asset Purchase Agreement from Athabasca dated April 13, 1998. (2)
|---- | -----------------------------------------------------------------

|10.7 | Letter from Phelps Dodge Corporation extending deadline to May 31, 2000. (2)
|---- | ----------------------------------------------------------------------------

|10.8 | Letter from Pacific Amber Terminating its Option. (3)
|---- | -----------------------------------------------------

|10.9 | Financial Advisory and Investment Banking Agreement. (4)
|---- | --------------------------------------------------------

|10.10 | Letter of Intent dated December 1, 2000 with Mark Smith. (5)
|----- | ------------------------------------------------------------

|10.11 | Option Agreement dated September 10, 2001 and Amendment dated October 10,
2001.(6)
|----- | ----------------------------------------------------------------------------------

|10.12 | Agreement and Plan of Reorganization with October Sun dated April 30, 2002.(7)
|----- | ------------------------------------------------------------------------------

|10.13 | Joint Venture Agreement dated April 30, 2002, filed herewith.
|----- | -------------------------------------------------------------

|10.14 | Employment Agreement with Doug Cannaday effective May 6, 2002, filed herewith.
|----- | ------------------------------------------------------------------------------

|10.15 | Exploration Agreement dated July 10, 2002, filed herewith.
|----- | ----------------------------------------------------------

---

|21.1 | Subsidiaries of the Registrant, filed herewith.
|---- | -----------------------------------------------

|99.1 | 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.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------

|99.2 | Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------

____________________________

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

|(2) | Incorporated by reference from Form 10-SB/A No. 1, filed January 20, 2000.
|--- | --------------------------------------------------------------------------

|(3) | Incorporated by reference from Form 10-KSB for the year ended April 30, 2000.
|--- | -----------------------------------------------------------------------------

|(4) | Incorporated by reference from Form 10-QSB for the period ended October 31,
2000.
|--- | ---------------------------------------------------------------------------------

|(5) | Incorporated by reference from Form 10-QSB for the period ended January 1,
2001.
|--- | --------------------------------------------------------------------------------

|(6) | Incorporated by reference from Form-10QSB for the period ended October 31, 2001.
|--- | --------------------------------------------------------------------------------

|(7) | Incorporation by reference from Form 8-K dated May 10, 2002.
|--- | ------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Financial Statements
April 30, 2002 and 2001
(U.S. Dollars)

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

      Report of Independent Chartered Accountants                      F-1

      Consolidated Financial Statements

      Consolidated Balance Sheets                                      F-2

      Consolidated Statements of Operations                            F-3

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

      Consolidated Statements of Cash Flows                            F-5

      Notes to Consolidated Financial Statements                       F-6 - F-18`

---

# REPORT OF
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, 2002 and 2001 and the related
consolidated statements of operations, stockholders equity (deficiency)
and cash flows for each of the three years ended April 30, 2002, 2001 and 2000
and the cumulative totals for the exploration stage operations from April 3,
1998 (inception) through April 30, 2002. 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 auditing standards generally accepted in the 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
consolidated financial statements presents fairly, in all material respects, the
consolidated financial position of the Company as at April 30, 2002 and 2001 and
the consolidated results of its operations and cash flows for each of the three
years ended April 30, 2002, 2001 and 2000 and the cumulative totals for the
exploration stage operations from April 3, 1998 (inception) through April 30,
2002, 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 3 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.

/s/ Smythe Ratcliffe
Chartered Accountants
Vancouver, Canada
August 12, 2002

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Balance Sheets
April 30
(U.S. Dollars)

`2002           2001
                                                                      ----           ----
Assets

Current
  Cash .......................................................   $    37,154    $         0
  Accounts receivable ........................................         6,271            742
                                                                   ---------      ---------
Total Current Assets .........................................        43,425            742
Properties (notes 4 and 6) ...................................       747,171         34,142
Investment in Uranium Holdings Corporation (note 6(d)) .......           815            815
                                                                   ---------      ---------
Total Assets .................................................   $   791,411    $    35,699
                                                                   =========      =========
Liabilities

Current
  Cheques issued in excess of funds on deposit ...............   $         0    $    13,853
  Accounts payable ...........................................        72,073         37,950
                                                                   ---------      ---------
Total Current Liabilities ....................................        72,073         51,803
Due to Uranium Holdings Corporation ..........................        16,856         32,618
Due to Related Parties (note 10) .............................       444,956              0
                                                                   ---------      ---------
Total Liabilities ............................................       533,885         84,421
                                                                   ---------      ---------
Stockholders' Equity (Deficiency)
Capital Stock
  Authorized
    40,000,000 Common stock with a par value of $0.001 each
    10,000,000 Preferred stock with a par value of $0.001 each
  Issued
    12,024,500 Common stock (2001 - 7,047,500) ...............        11,985          7,048
Subscriptions Received (note 9) ..............................       112,500              0
Treasury Stock (note 9)
    23,000 Common stock (2001 - 23,000) ......................           (23)           (23)
Additional Paid-in Capital ...................................     1,149,988        608,725
Deficit Accumulated During Exploration Stage .................    (1,020,714)      (668,006)
Other Comprehensive Income ...................................         3,790          3,534
                                                                   ---------      ---------
Total Stockholders' Equity (Deficiency) ......................       257,526        (48,722)
                                                                   ---------      ---------
Total Liabilities and Stockholders' Equity ...................   $   791,411    $    35,699
                                                                   =========      =========
Commitments (note 14)`

See notes to consolidated
financial statements.

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Operations
(U.S. Dollars)

`From
                                                                                Inception on
                                                                               April 3, 1998
                                               Year Ended April 30,               Through
                                         ---------------------------------        April 30,
                                         2002          2001           2000          2002
                                         ----          ----           ----     -------------
Expenditures
  Management fee ...............   $    90,410    $    24,614    $         0    $   115,024
  Advertising and promotion ....        78,703              0          5,237        113,840
  Consulting ...................        77,600         60,000              0        137,600
  Travel .......................        30,456              0            236         48,601
  Professional fees ............        18,657         15,306         34,256         86,951
  Transfer agent fee ...........        11,087          1,583          1,532         14,853
  Rent .........................         5,589          7,438          6,513         20,415
  Office .......................         5,512          3,338         (2,787)        11,936
  Interest and bank charges ....           553              0              0            553
  Equity loss from investment ..             0         19,713              0         19,713
  Incorporation cost written off             0              0              0            700
  Exploration costs ............             0          4,864        274,727        416,387
  Write-off of exploration
    property ...................        34,141              0              0         34,141
                                   -----------    -----------    -----------    -----------

Net Loss for Period ............   $  (352,708)   $  (136,856)   $  (319,714)   $(1,020,714)
                                   ===========    ===========    ===========    ===========

Net Loss Per Share .............   $     (0.04)   $     (0.02)   $     (0.05)
                                   ===========    ===========    ===========

Weighted Average Number
  of Shares Outstanding ........     7,481,354      7,016,925      6,467,149
                                   ===========    ===========    ===========`

See notes to consolidated
financial statements.

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Stockholders Equity (Deficiency)
April 30, 2002
(U.S. Dollars)

`Common Stock                Treasury Stock
                                -----------------------       ---------------------
                                Shares        Par Value       Shares      Par Value
                                ------        ---------       ------      ---------
Common stock issued on
  inception for assets ....    6,000,000    $    6,000             0    $        0
Net Loss ..................            0             0             0             0
                              ----------    ----------    ----------    ----------
Balance, April 30, 1998 ...    6,000,000         6,000             0             0
Common stock issued
  For subscriptions .......    1,000,000         1,000             0             0
  For resource properties .      200,000           200             0             0
Share issue costs .........            0             0             0             0
Net loss ..................            0             0             0             0
Common stock returned to
  Treasury for cancellation     (922,500)         (922)            0             0
                              ----------    ----------    ----------    ----------
Balance April 30, 1999 ....    6,277,500         6,278             0             0
Common stock issued for
  cash ....................      600,000           600             0             0
Common stock issued for
  finder's fee ............       50,000            50             0             0
Treasury stock (note 8) ...            0             0       (23,000)          (23)
Share issue costs .........            0             0             0             0
Net loss ..................            0             0             0             0
                              ----------    ----------    ----------    ----------
Balance, April 30, 2000 ...    6,927,500         6,928       (23,000)          (23)
Common stock issued for
  Financial services ......      120,000           120             0             0
Other comprehensive
  income ..................            0             0             0             0
Net Loss ..................            0             0             0             0
                              ----------    ----------    ----------    ----------
Balance, April 30, 2001 ...    7,047,500    $    7,048       (23,000)   $      (23)
Common stock issued for
  cash ....................      987,000           987             0             0
Subscriptions received ....            0             0             0             0
Stock option compensation
  expense .................            0             0             0             0
Other comprehensive
  income ..................            0             0             0             0
Common stock deemed to
  be issued (note 2) ......    3,950,000         3,950             0             0
Warrants granted on
  purchase (note 2) .......            0             0             0             0
Net loss ..................            0             0             0             0
                              ----------    ----------    ----------    ----------
Balance, April 30, 2002 ...   11,984,500    $   11,985      (23,000)    $      (23)
                              ==========    ==========    ==========    ==========
                                                                          Deficit
                                                                        Accumulated    Total
                              Additional                    Other       During the  Stockholders'
                                Paid-In    Subscriptions Comprehensive  Exploration    Equity
                                Capital      Received       Income         Stage    (Deficiency)
                              ----------   ------------- -------------  ----------- -------------
Common Stock Issued on
  Inception for Assets ....   $   91,834    $        0   $        0   $        0   $    97,834
Net Loss ..................            0             0            0         (700)         (700)
                              ----------    ----------   ----------   ----------    ----------
Balance, April 30, 1998 ...       91,834             0            0         (700)       97,134
Common stock issued
  For subscriptions .......      606,005             0            0            0       607,005
  For resource properties .      137,131             0            0            0       137,331
Share issue costs .........      (15,586)            0            0            0       (15,586)
Net loss ..................            0             0            0     (210,736)     (210,736)
Common stock returned to
  treasury for cancellation     (554,700)            0            0            0      (555,622)
                              ----------    ----------   ----------   ----------    ----------
Balance April 30, 1999 ....      264,684             0            0     (211,436)       59,526
Common stock issued for
  cash ....................      299,400             0            0            0       300,000
Common stock issued for
  finder's fee ............       24,950             0            0            0        25,000
Treasury stock (note 8) ...      (15,189)            0            0            0       (15,212)
Share issue costs .........      (25,000)                         0            0       (25,000)
Net loss ..................            0             0            0     (319,714)     (319,714)
                              ----------    ----------   ----------   ----------    ----------
Balance, April 30, 2000 ...      548,845             0            0     (531,150)       24,600
Common Stock Issued for
  Financial Services ......       59,880             0            0            0        60,000
Other Comprehensive
  Income ..................            0             4        3,534            0         3,534
Net Loss ..................            0             0            0     (136,856)     (136,856)
                              ----------    ----------   ----------   ----------    ----------

Balance, April 30, 2001 ...   $  608,725    $        0   $    3,534   $ (668,006)   $  (48,722)
Common stock issued for
  cash ....................      220,113             0            0            0       221,100
Subscriptions received ....            0       112,500            0            0       112,500
Stock option compensation
  expense .................       77,600             0            0            0        77,600
Other comprehensive
  income ..................            0             0          256            0           256
Common stock deemed to
  be issued (note 2) ......      193,550             0            0            0       197,500
Warrants granted on
  purchase (note 2) .......       50,000             0            0            0        50,000
Net loss ..................            0             0            0     (352,708)     (352,708)
                              ----------    ----------   ----------  -----------    ----------
Balance, April 30, 2002 ...   $1,149,988    $  112,500   $    3,790  $(1,020,714)   $  257,526
                              ==========    ==========   ==========  ===========    ==========`

See notes to consolidated
financial statements.

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(U.S. Dollars)

`From
                                                                                           Inception on
                                                             Year Ended April 30,          April 4, 1998
                                                    -----------------------------------       Through
                                                    2002           2001          2000      April 30, 2002
                                                    ----           ----          ----      -------------
Operating Activities
  Net loss .................................   $  (352,708)   $  (136,856)   $  (319,714)   $(1,020,714)
  Adjustments to reconcile net
    loss to net cash used in
    operating activities
      Compensation expense .................        77,600              0              0         77,600
      Exploration costs acquired for shares              0              0              0        137,331
      Equity loss from investment ..........             0         19,713              0         19,713
      Financial services acquired for shares             0         60,000              0         60,000
      Write-down of exploration property ...        34,141              0              0         34,141
                                               -----------    -----------    -----------    -----------
                                                  (240,967)       (57,143)      (319,714)      (691,929)
                                               -----------    -----------    -----------    -----------
Changes In Non-Cash Working Capital
  Accounts receivable ......................        (5,529)         4,124         (4,866)        (6,271)
  Accounts payable .........................        34,123         (2,692)        76,490        110,940
                                               -----------    -----------    -----------    -----------
                                                    28,594          1,432         71,624        104,669
                                               -----------    -----------    -----------    -----------
Cash Used in Operating Activities ..........      (212,373)       (55,711)      (248,090)      (587,260)
                                               -----------    -----------    -----------    -----------
Investing Activity
  Property acquisition .....................      (499,670)             0         (9,141)      (508,811)
Financing Activities
  Issuance of shares for cash ..............       221,100              0        300,000        610,921
  Common stock returned to treasury ........             0              0        (15,212)       (15,212)
  Share issue costs ........................             0              0        (25,000)       (40,586)
  Advances from Uranium Holdings Corp. .....       (15,762)        32,618              0         16,856
  Advances from related parties ............       444,956              0              0        444,956
  Subscriptions received ...................       112,500              0              0        112,500
  Cheques issued in excess of
    funds on deposit .......................       (13,853)        13,853              0              0
                                               -----------    -----------    -----------    -----------
Cash Provided by Financing Activities ......       748,941         46,471        259,788      1,129,435
                                               -----------    -----------    -----------    -----------
Foreign Currency Translation ...............           256          3,534              0          3,790
                                               -----------    -----------    -----------    -----------
Inflow (Outflow) of Cash ...................        37,154         (5,706)         2,557         37,154
Cash, Beginning of Period ..................             0          5,706          3,149              0
                                               -----------    -----------    -----------    -----------
Cash, End of Period ........................   $    37,154    $         0    $     5,706    $    37,154
                                               ===========    ===========    ===========    ===========
Non-Cash Financing Activities
  Common stock deemed to be issued
    for properties .........................   $   197,500    $         0    $         0    $   432,665
  Warrants granted on purchase
    of properties ..........................        50,000              0              0         50,000
  Common stock issued for
    services ...............................             0         60,000         25,000         85,000
                                               ===========    ===========    ===========    ===========`

See notes to consolidated
financial statements.

---

URANIUM POWER
CORPORATION (An Exploration Stage Company) Notes to Consolidated
Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(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 2).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 2.  
     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 (note 8),
expiring April 30, 2003; which was cancelled and replaced with a warrant to a
different party for 600,000 shares on similar terms; and (c) a demand promissory
note in the principal amount of $100,000 (note 10). 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 2.  
     ACQUISITION
OF ASSETS (Continued)

| | 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 assets (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 (liabilities) assets
       acquired, allocated to the acquisition cost of property            $(434,568)
     ==============================================================================`

## 5.  
     
GOING CONCERN

| | These
financial statements have been prepared in accordance with generally accepted
accounting principles 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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company has minimal capital resources presently available to meet obligations
which normally can be expected to be incurred by similar companies and has
accumulated stockholders equity of $257,526. These factors raise
substantial doubt about the Companys ability to continue as a
going-concern and is dependent on its ability to obtain and maintain an
appropriate level of financing on a timely basis and to achieve sufficient cash
flows to cover obligations and expenses. The outcome of these matters cannot be
predicted. These financial statements do not give effect to any adjustments to
the amounts and classification of assets and liabilities which might be
necessary should the Company be unable to continue as a going concern.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 4.  
     REALIZATION
OF ASSETS

| | The
investment in resource properties comprises a significant portion of the
Companys assets. Recovery of the carrying value of the investment in
resource properties is dependent upon the existence of economically recoverable
reserves, the ability of the Company to obtain necessary financing to complete
the exploration and development, the attainment of future profitable production
or the disposition of the properties for proceeds in excess of their carrying
value.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 5.  
     
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)         
Investment
| | -----------------------

| | Investment
in Uranium Holdings Corporation is accounted for by the equity method whereby
the original cost of the investment is adjusted annually to include the
Companys proportionate share of earnings or losses during the year.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 as a separate component of stockholders equity
(deficiency).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)         
Comprehensive loss
| | -------------------------------

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

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 5.  
     
SIGNIFICANT ACCOUNTING POLICIES (Continued)

| | (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 generally accepted
accounting principles 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)         
Financial instruments
| | ----------------------------------

| | The
Companys financial instruments consist of cash (cheques issued in excess
of funds on deposit), accounts receivable, accounts payable and due to Uranium
Holding Corporation. It is managements opinion that the Company is not
exposed to significant interest, currency, or credit risks arising from these
financial instruments, except as disclosed in the notes to the financial
statements. The fair value of these financial instruments approximates their
carrying value.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)         
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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 6.  
     
PROPERTIES

`Hocking      Northern
                                            Athabasca     Lake and       Mining
                                Firebag        Oil       Henday Lake    District
                                Prospect    Prospect     Properties   Saskatchewan    Total
                               ---------    ---------    -----------  ------------    -----
                              (note 6(f))  (note 6(e))   (note 6(a))   (note 6(c))
    Balance,
      April 30, 2000                $0           $0      $59,459         $34,141     $93,600
    Transferred to
      Uranium Holdings
      Corporation                    0            0      (59,458)              0     (59,458)
                               -------     --------      -------         -------     -------
    Balance, April 30, 2001          0            0            1          34,141      34,142
    Acquisition of property     26,769      720,401            0               0     747,170
    Write-off of exploration
      Property                       0            0            0         (34,141)    (34,141)
                               -------     --------      -------         -------     -------
    Balance, April 30, 2002    $26,769     $720,401           $1              $0    $747,171
                               =======     ========      =======         =======    ========`

| | (a)         
Hocking Lake Property and Henday Lake Property
| | -----------------------------------------------------------

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

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

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

| | (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. The optioner can earn back a 35% interest by incurring cumulative
expenditures of not less than approximately $2,054,000 (CDN - $3,000,000) before
December 31, 2006. A royalty is payable at 2% of gross value (as defined) of
production if the optioner does not earn back the 35% interest.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 6.  
     
PROPERTIES (Continued)

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

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

| | As
of April 30, 2002, three claims related to these properties remain in good
standing.
| | ---------------------------------------------------------------------------------------

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

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

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 6.  
     
PROPERTIES (Continued)

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

| | The
Company will continue to hold a 20% interest in the claims transferred to UHC
regardless of the equity issued subsequent to the incorporation of UHC. The
Company shall have a carried interest in the claims until such time as a total
of $163,334 (CDN - $250,000) inclusive of the $94,080 (CDN - $144,000) required
for the first work program has been expended. As of April 30, 2002, $145,084 had
been spent on the property.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subsequent
to such expenditure, the Company shall retain the right to participate on the
same basis as the investors in future expenditure programs on a pro-rata basis.
Should the Company not provide the requested funds within 30 days of written
demand, the Companys 20% interest shall be reduced in such manner as may
reasonably be negotiated between the parties.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

| |  |  | (i) | delivered $100,000 by way of demand promissory note to October Sun (note 10);
| |  |  | --- | -----------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 6.  
     
PROPERTIES (Continued)

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

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

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

| | The
acquisition of the Athabaska Oil Prospect was accomplished through the
consummation of a reverse triangular merger completed April 30, 2002 (note 2).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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, 2002.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company holds a 46.53% to 52.86% working interest after payout in the Athabasca
Prospect, subject to the 9.5% gross overriding royalty and government royalties,
and may be increased if certain elections that other interest holders have are
not exercised. These interests may also be reduced pursuant to interests earned
by the Limited Partnership (note 13).
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (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 of land.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company holds a 63.28% to 64.84% working interest after payout in the Firebag
Prospect, subject to the 9.5% gross overriding royalty and government royalties,
and may be increased if certain elections that other interest holders have are
not exercised. These interests may also be reduced pursuant to interests earned
by the Limited Partnership (note 13).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 6.  
     
PROPERTIES (Continued)

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

`Athabasca
                                                 Firebag         Oil
                                                 Prospect     Prospect       Total
                                                 --------    ----------      -----
      Initial cash payment                            $0       $75,000      $75,000
      Assumption of Anhydride Canada
        obligations                               26,769       210,834      237,603
      Excess of consideration paid
        over net assets acquired                       0       434,568      434,568
                                                  ------       -------      -------
                                                 $26,769      $720,402     $747,171
                                                  ======       =======      =======`

## 7.  
     STOCK
OPTION PLAN

| | The
Company has adopted an incentive and a nonstatutory stock option plan effective
August 31, 1999 whereby up to 1,200,000 shares of common stock may be optioned
and sold up to August 31, 2019 or until sooner terminated. Incentive options
granted will have an exercise price of not less than 100% of fair market value
(as defined) per share on the date of grant. Options may be granted for a term
of up to ten years except incentive options granted to persons owning more than
10% of the combined voting stock of all classes, in which case the term is five
years. The Company has granted 1,050,000 options to acquire that same number of
shares at $0.27 per share until August 21, 2006 and 150,000 options to acquire
the same number of shares at $0.50 per share until March 31, 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i) | The following table summarizes the Company's stock option activity for the period:
| | --- | ----------------------------------------------------------------------------------

`Weighted
                                               Exercise       Average
                                 Number          Price        Exercise
                               of Shares       Per Share       Price

   Balance, April 30, 2000
     and 2001                          0              $ 0.00    $ 0.00
   Granted during year         1,200,000    $ 0.27 to $ 0.50      0.30
                               ---------     ---------------     -----
   Balance, April 30, 2002     1,200,000    $ 0.27 to $ 0.50    $ 0.30
                               =========     ===============     =====`

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 7.  
     STOCK
OPTION PLAN

| | (ii) | The Company applies APB Opinion No. 25 and related interpretations in accounting
for its stock options granted to employees, and accordingly, compensation
expense of $Nil was recognized as wages expense for the year ended April 30,
2002 (April 30, 2001 - $Nil). Had compensation expense been determined as
provided in SFAS 123 using the Black-Scholes option - pricing model, the
pro-forma effect on the Companys net loss and per share amounts would have
been as follows:
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`Net loss, as reported                 $(352,708)
             Net loss, pro-forma                   $(376,958)
             Net loss per share, as reported         $ (0.04)
             Net loss per share, pro-forma           $ (0.04)`

| | During
the year ended April 30, 2002, 800,000 options were granted to consultants.
These options were accounted for using the Black-Scholes option-pricing model,
which resulted in consulting expenses totalling $77,600.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

`Expected life (years)                     5
             Interest rate                          5.00%
             Volatility                            30.09%
             Dividend yield                         0.00%`

## 8.  
     WARRANTS

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

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

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 9.  
     COMMON STOCK

| | Treasury stock
| | --------------

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

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

| | The
Company received $150,000 in share subscriptions pertaining to a private
placement of 1,500,000 shares at $0.10 per share of which 375,000 shares have
been issued to April 30, 2002 for net subscriptions received at April 30, 2002
of $112,500.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 10.  
     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, 2002, the Company paid management fees of $Nil
(April 30, 2001 - $24,614) to a company controlled by a director and officer of
the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | During the year ended April 30, 2002, the Company received advances of $14,612
(CDN $22,920) from a company controlled by a director and officer of the
Company. The advances are non-interest bearing and has no set terms of
repayment.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | During the year ended April 30, 2002, the Company was charged management fees of
$90,410 (April 30,2001 - $Nil) by October Sun, from whom the Company acquired
Anhydride USA (note 2).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | United
Corporate Advisors (UCA) is related to the Company by way of common
directors. As of April 30, 2002, $134,093 (2001 - $Nil) was owed to UCA.
Following the completion of the Merger Agreement (note 2), October Sun is
related to the Company by way of significant influence. As of April 30, 2002,
$310,863 (2001 - $Nil) was owed to October Sun, with no interest or stated terms
of repayment. Included in the amount of $310,863 is $100,000 due in the form a
promissory note.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 11.  
     COMPREHENSIVE
LOSS

`2002          2001         2000

      Net loss                              $(352,708)    $(136,856)    $319,714
      Other comprehensive income                  256         3,534            0
                                             --------      --------      -------
                                            $(352,451)    $(133,322)    $319,714
                                             ========      ========      =======`

## 12.  
     INCOME
TAXES

| | A
deferred tax asset stemming from the Companys net operating loss carry
forward, has been reduced by a valuation account to $Nil due to uncertainties
regarding the utilization of the deferred assets. At April 30, 2002, the Company
has available a net operating loss carry forward of approximately $767,300 (2001
- $329,000) 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 13.  
     SUBSEQUENT
EVENTS

| | Farmout Agreements
| | ------------------

| | Subsequent to April 30, 2002, the Company entered into two Farmout Agreements
(the Farmout Agreements) with Anhydride Petroleum Limited
Partnership (the Limited Partnership) one in respect of each of the
Athabasca Prospect and the Firebag Prospect, on essentially the same terms. The
Limited Partnership is currently made up of only the initial Limited Partner and
one General Partner. Under the terms of the Farmout Agreements the Limited
Partnership will earn a 1% working interest in a Prospect for each $34,615
(Cdn.$54,000) incurred in exploration expenditures on that Prospect, up to a
maximum of a combined 25% working interest, both before and after payout,
subject to royalty interests. Anhydride Canada is the operator under each of the
Farmout Agreements.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2002, 2001 and 2000 and Period
From April 3, 1998 (Inception) Through April 30, 2002
(U.S. Dollars)

## 13.  
     SUBSEQUENT
EVENTS (Continued)

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

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

| | As
consideration for granting of the call option in respect of the working
interests in the Prospects, the Company has agreed to issue 1,500,000
transferable warrants to the Limited Partnership whereby it may acquire up to
750,000 common shares exercisable at a price of $0.50 per share for a period of
one year ending July 11, 2003. The warrants will vest in proportion to the
working interest earned in the Athabasca Prospect and Firebag Prospects,,
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.
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## 14.  
     COMMITMENTS

| | Anhydride
Canada has committed to pay $60,000 ($100,000 CDN) to Anhydride Oil Corporation
upon successful completion of a well, as defined in note 8.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | During the period, the Company committed itself to issue options to acquire up
to 400,000 and 200,000 common shares at the lesser of $0.35 or the market value
when issued to an officer and a director/officer, respectively. To date, these
shares have not been issued.
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