# 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, 2001.
| | --- | ------------------------------------------------------------------------------------------------------------------------

| | [X] | 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. V6C-2B3, CANADA
(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
[X]    No [  ]

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

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

As of April 30, 2001, there
were 7,047,500 shares of the Registrants $.001 par value Common Stock
(Common Stock), the 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 8,
2001, is $1,440,160.

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

---

# Uranium
Power Corporation
FORM 10-KSB

This
document contains technical and geological terms, which are defined in the
Glossary of Terms, which appears at the end of Part II of this Report.

# PART I

## Item 1.
Description of Business

Business.

Uranium
Power Corporation (the Company) is a Colorado corporation formed on
April 3, 1998. The Company is a Canada-based company engaged in the exploration
of uranium properties. The Company was formed as a result of managements
perception of the upcoming worldwide shortage of uranium. The Company is in the
exploration stage, and there is no assurance that a commercially viable mineral
deposit exists on any of its properties. Further exploration will be required
before a final evaluation as to the economic and legal feasibility is
determined. The Company intends to identify, acquire and explore uranium
properties in the Athabasca Basin in northern Saskatchewan, Canada. The
promoters of the Company were Thornton Donaldson and William Timmins.

On
April 13, 1998, the Company acquired a 100% interest in two uranium properties
located in northern Saskatchewan, Canada, pursuant to an Acquisition Agreement
(the Acquisition Agreement) with Athabasca Uranium Syndicate, a
syndicate formed in British Columbia, Canada (Athabasca). Athabasca
was founded by the promoters of the Company. Under the terms of the Acquisition
Agreement, the Company acquired all of Athabascas assets, the majority of
which comprised the Hocking Lake Property and the Henday Lake
Property. In exchange, the Company issued 6,000,000 shares of its common
stock to Athabasca (or 300,000 shares per Syndicate Unit of Athabasca). The
Hocking Lake Property consists of five mining claims in two groups totaling
49,924 acres located west of Black Lake, Saskatchewan. The Henday Lake Property
consists of three contiguous mining claims totaling 28,428 acres in the Henday
and Mallen Lakes area. The Company does not know of any known reserves of
uranium on these properties.

The
Company entered into a letter agreement dated July 29, 1998 with J. R.
Billingsley, the registered owner of claim #S-106087 in Northern Mining
District, Saskatchewan, regarding property known as the Hump Lake
Property.

Mr.
Billingsley, who was a shareholder of the Company, approached the Company in May
or June 1998 to see if the Company would be interested in acquiring the Hump
Lake Property. Mr. Billingsley had been informed 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, doing the required assessment work, giving him 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 shares of stock to Mr. Swetz.

---

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 a 100%
interest in 11 mining claims and totaling 74,756 acres. In order to exercise its
option to acquire a 100% interest in the six PDC Properties under the Joint
Venture Agreement, the Company was required to incur expenditures of at least
U.S. $338,000 ($500,000 Can. (Canadian dollars)) by May 31, 2000, and an
additional U.S. $1,690,000 ($2,500,000 Can.) must be expended by December 31,
2003, from prospecting and exploring the six properties. The Company has met the
May 31, 2000 requirement. PDC will be entitled to a royalty from the uranium
produced from the PDC Properties if the Company exercises its option.

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.
$2,028,000 ($3,000,000 Can.) by December 31, 2006 from prospecting and exploring
the six properties.

During
the fourth quarter of the fiscal year ended April 30, 2001, the Company
transferred the Henday Lake Property to Uranium Holdings Corporation, a Nevada
corporation (UHC), in exchange for 20% of the equity in UHC and U.S.
$131,183. See Description of Property.

During
the fiscal year ended April 30, 2001 the Company, due to lack of funding, was
unable to proceed with its development activities on the Hump Lake and Hocking
Lake Properties. Because no work was performed on these Properties, the claims
lapsed. However, UHC paid the new staking costs for the Hocking Lake Property,
resulting in a new claim held by UHC.

The
map on the following page reflects the location of each of the Companys
properties.

---

## [MAP APPEARS
HERE]

---

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. The Company and Pacific Amber are not affiliated
with each other, although the companies share a common director, James
Billingsley. The Company issued 200,000 of its shares of common stock to Pacific
Amber upon execution of the Property Option Agreement.

Pacific
Amber was entitled to exercise its option because it incurred U.S. $338,000
($500,000 Can.) in expenditures by the extended deadline of May 31, 2000, as
required to be expended by the Company under the Joint Venture Agreement.
However, on May 11, 2000, Pacific Amber notified the Company that it was
withdrawing from the Property Option Agreement.

The
Companys future financial performance is dependent, in part, on the
following factors: The price of uranium.The price of uranium may be
impacted by the supply and demand for uranium. Currently, worldwide demand
exceeds the supply; however, there is no assurance this favorable relationship
will continue. The industry is dominated by a few large companies, and the price
is also impacted by competition from many other companies engaged in similar
activities as the Company. Some of those entities have more experience and
greater resources than the Company. The absence of any operating history.
The Company is a recently-formed entity, which has not yet begun full
operations. The Companys management has extensive experience in acquiring,
exploring, financing and developing mineral properties; but it does not have
extensive experience in operating producing mines. There is no assurance that
the Companys management will be able to manage the Company and its
operations effectively and efficiently. The Company does not yet have any
full-time employees; and there is no assurance that the Company will attract the
necessary employees to maximize its performance. Operating Risks. The
uranium exploration and mining industry is highly speculative, and is subject to
the uncertainty of exploration that is inherent in this industry. Government
Regulation. The Companys planned operations are subject to
considerable government regulation. The Company must obtain both Canadian and
provincial governmental approval as it approaches the production stage of
developing its properties. The approval process can be lengthy, and there is no
assurance the Company will obtain the necessary governmental approvals to
conduct its operations as planned or desired.

If
the Company is not successful in finding uranium on its properties, the Company
will have to: (1) acquire other uranium properties; (2) acquire other types of
mineral properties; or (3) find some other business activities. If the Company
is unsuccessful in all of these alternatives, the Company will be unable to
continue operating.

If
the Company is not able to get additional equity funding, the Company may try to
do joint ventures with other companies. However, once the Company locates proven
uranium deposits on its properties, the Company may be able to get debt
financing if equity financing is unavailable.

General Statements on
Uranium.

Uranium
occurs as uranium oxide in various minerals. In Saskatchewan, uranium deposits
occur in the Athabasca Basin, and are contained in unconformities (breaks in the
geological record) between Archean aged basement rocks (very old rocks) and
younger, Proterozoic aged sedimentary layers at depths of less than 1,640 feet.
Major faults near the unconformities are also important features enhancing the
chance for discovery.

---

Uranium
is an unusual metal compared to base and precious metals in that its value has
really only been recognized in the past 60 years. Uranium ore is the basic
resource for the production of electrical energy through nuclear power.
Commercial nuclear power generation is a technology that has become mature and
well-understood. The industry began to see increased commercial demand for
uranium in 1973, partially as a result of the OPEC-induced energy
crisis which caused a sharp rise in crude oil prices. In response, many
countries began development of nuclear power programs as an alternative to
fossil fuels for electricity generation. As of September, 1997, there were
approximately 439 commercial nuclear reactors operating in more than 30
countries, producing about 17% of the worlds electricity.

The
Nuclear Energy Institute stated at the 1997 Kyoto conference on global warming
that clean air objectives cannot be obtained without maintaining and expanding
the existing number of commercial nuclear generators in the world. Clearly the
key factor in determining demand for uranium is reactor fuel requirements for
meeting the worlds growing energy demands. See, World Nuclear
Focus, Number 10, published by the Uranium Institute.

Markets.

Canada
is the largest producer of uranium in the world. In 1998, Saskatchewans
mines produced 10,924 tons of uranium, which Saskatchewan Energy and Mines
reported was 100% of Canadian and approximately 32.0% of total world uranium
output, valued at approximately $557 million Can. This production was attained
from three mines in northern Saskatchewan. By the year 2003, four new mines are
scheduled to be in production in this area for an estimated total production of
23,828 tons of uranium annually, which will be approximately 55% of projected
world mine production.

In
1997, mines supplied 35,810 tons of uranium and 439 uranium reactors world wide
required approximately 64,250 tons of uranium. In the past the deficit has been
made up from stockpiles, which are now largely depleted. See, Nuclear Issues
Briefing Paper 36, 11/97, a publication of Uranium Information Centre, Ltd.
Not all authorities agree that the stockpiles are now largely depleted. Demand
continues to grow 1% to 2% annually. By the year 2020, the World Energy Council
estimates electricity demand will be at least 50% higher than now, and that
nuclear energy will be required to contribute a large portion of this demand. In
the late 1990s, it was generally considered that only Canada would be in a
position to compete with Australia (which has greater low-grade reserves) and
expand production to meet forecasted increases in the world uranium demand. See,
Nuclear Issues Briefing Paper 3, 5/98.

Uranium
oxide prices increased from U.S. $7.00 to $8.00 per pound in the early
1970s to more than U.S. $40.00 per pound in the late 1970s and
thereafter decreased to the U.S. $8.00 to $10.00 range in the early 1990s.
The price increased to over U.S. $16.00 per pound from January 1995 to mid 1996,
and then declined to approximately U.S. $8.00. On June 11, 2001, the price of
uranium was U.S. $10.50 per pound. See, The Ux Consulting Company, LLC & The
Uranium Exchange Company report on Industry Spot Prices, June 11, 2001, as
published in The UX Weekly.

---

Considering
the current shortfall of supply of approximately 30,000 tons per year, which can
only be made up from new mine production, and to a minor extent by recycling
nuclear weapons and reprocessing used reactor fuel, it appears that the price of
uranium oxide will increase, which will encourage more active exploration for
the mineral.

Supply and Demand.

Over
the past decade, the world has consumed more uranium than it has produced from
mines. The shortfall has been met from four sources: The large inventories that
were accumulated during the period of very high uranium prices in the
1970s; from decommissioning nuclear weapons in the United States and
countries of the former Soviet Union; from reprocessing spent reactor fuel; and
from reprocessing old mine tailings.

As
reported by the Uranium Institute in London, England, world uranium fuel
consumption has increased from 25,401 tons in 1980 to 64,250 tons in 1997, with
production below reactor requirements since 1990. In 1997, worldwide production
of primary source (mined) uranium was 35,810 tons. This resulted in an
approximate 30,000 ton gap between supply and demand. The decreasing surplus
makes it imperative that new, economically competitive uranium be found and
developed for the future. Industry experts estimate that production from new
mines must be in place in the near future or shortages will exist.

In
1998, Saskatchewan Energy and Mines reported that Canadian mining operations
produced approximately 32.0%, or 10,924 tons, of the worlds uranium
output, making it the global leader, followed by Australia. Since the mid
1980s, a minimal amount of mine development has taken place, except for
those engaged in recovering ore from the very high grade deposits in northern
Saskatchewan. Substantial investments are now being made by uranium production
companies to increase production capacity by early in this century. A number of
exploration and development projects in northern Saskatchewan are currently
underway, that when in operation are projected by the Uranium Institute in
London, England to increase Canadian production to a total of 23,828 tons of
uranium annually. This amount is approximately 55% of projected global mine
production. But even with this increase in production, there appears to be a
shortfall in the uranium supply.

The
price of uranium has fluctuated widely over the years. In the early 1950s,
the price was approximately $4.00 (Can.) per pound. The price increased to over
U.S. $40.00 per pound in the late 1970s. The price then dropped down to
U.S. $8.00 per pound in the early 1990s. On June 11, 2001, the price was
U.S. $10.50 per pound.

Exploration and
Development.

Exploration
for the discovery of uranium mineralization uses techniques similar to that used
in other types of mineral exploration. In northern Saskatchewan, tracing of
uranium rich boulders dropped by continental glaciers and scintillometer surveys
may locate deposits near the surface; however, deeply buried deposits require
other more sophisticated geophysical and geochemical methods to delineate
favorable anomalous target areas. Diamond drilling then tests priority zones
located through the geophysical and geochemical testing.

---

Once
a deposit is discovered, many drill holes are required to outline the tonnage
and grade for purposes of a feasibility study to a production decision. Should
production occur, the mineralized rock is crushed, ground and processed to
produce yellowcake (U3O8), which is then sent to a
refinery for conversion to UO3,UO2 or UF6, comprising the
products used as fuel for nuclear power reactors.

The
Company has expended (through Pacific Ambers expenditures) at least U.S.
$338,000 ($500,000 Can.) on exploration of its optioned PDC Properties (as of
May 31, 2000), as required under the Joint Venture Agreement with PDC.The Company has spent U.S. $416,387 as of April 30, 2001 on exploring the
Henday Lake, Hocking Lake and Hump Lake properties.

Competition.

The
process of mineral exploration and prospecting for uranium, and the process of
developing, operating and mining uranium for the purpose of commercial
production is a highly competitive and speculative business. In seeking
available opportunities, the Company will compete with a number of other
companies, including large multi-national companies, that may have more
experience and resources than the Company.

Within
northern Saskatchewan, as well as globally, the Company competes with both major
uranium companies and independent producers for, among other things, rights to
develop available uranium properties, procurement of available materials and
resources and hiring qualified international and local personnel.

Regulation.

To
commence exploration on any of its uranium properties or claims, the Company
must obtain an exploration permit, which can take up to 30 days to obtain. When
the Company approaches the production stage of developing its properties, the
Company will be required to obtain both Canadian and provincial governmental
approval of the tailings process, mining methods and environmental consequences
of the mine production, which approval process can take up to two years. The
environmental impact study that must be obtained on each property in order to
obtain governmental approval to mine on the properties is a part of the overall
operating costs of a mining company, and will not by itself have an adverse
effect on the Company.

Employees.

As
of April 30, 2001, the Company had no full-time or part-time employees.

## Item 2.
Description of Property

Mineral Properties

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.

The
Hocking Lake Property is geographically located approximately 600 miles north of
the regional capital city of Regina. The closest city to the Hocking Lake
Property is Uranium City, located 95 miles west of the property. The region has
a dry, continental climate, with 30 inches of snowfall covering the ground
during five months of each year. Mean temperatures range from minus 30 degrees
Fahrenheit in the month of January to plus 75 degrees Fahrenheit in the month of
August. The Hocking Lake Property may be accessed by float or ski equipped
aircraft or helicopter from the village of Stoney Rapids located approximately 7
miles to the north.

---

The
Hocking Lake Property consists of five mining claims in two groups totaling
20,203 hectares (49,924 acres) west of Black Lake, Saskatchewan. The claims are
located on N.T.S. sheets 74-O-1 and 74-P-4 of northern Saskatchewan. The claims
are designated S106048 through S106052 inclusive.

The
Henday Lake Property is geographically located approximately 500 miles north of
the regional capital city of Regina. The closest city to the Henday Lake
Property is La Ronge located 200 miles south of the property. The region has a
dry, continental climate, with 30 inches of snowfall covering the ground during
five months of each year. Mean temperatures range from minus 30 degrees
Fahrenheit in the month of January to plus 75 degrees Fahrenheit in the month of
August. The Henday Lake Property may be accessed by gravel road from the town of
La Ronge or by float or ski equipped aircraft or helicopter from La Ronge or
Stoney Rapids.

The
Henday Lake Property consists of three continuous mining claims totaling 11,504
hectares (28,428 acres) in the Henday and Mallen Lake area, N.T.S. 74-I-8 and
74-L-5, northern Saskatchewan. The claims are designated S106053, S106054 and
S106055.

During
the fourth quarter for the fiscal year ended April 30, 2001 the Company
completed the transaction contemplated by the December 2000 letter of intent
between the Company and Mark Smith. The Company transferred the Henday Lake
Property to Uranium Holdings Corporation, a Nevada corporation
(UHC), in exchange for U.S. $131,183 plus 20% of the equity in UHC.
The Company used U.S. $38,005 of the funds to pay creditors, and was required to
issue a promissory note for that amount to UHC. This note is payable on demand
immediately upon the closure of the sale of a controlling interest in the
Company to a third party, or at such time as the Company acquires funds from
another source. The remaining U.S. $93,178 in funds received was expended on a
work program on the Henday Lake Property.

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

Both
the Hocking Lake and the Henday Lake Properties are in the exploration stage
where UHC is in the process of locating potential mineral deposits or reserves.
UHC has not yet begun to extract uranium or other mineral deposits from the
properties and therefore has not engaged in the exploitation of the mineral
deposits or reserves from the Hocking Lake or the Henday Lake Properties.

The
area has not been fully explored and many areas previously explored deserve
reevaluation due to geological knowledge acquired over the years and improved
exploration techniques. The Companys ability to realize the carrying value
of UHC, as owner of its assets, is dependent on the Company being able to
extract and transport uranium oxide deposits and finding appropriate markets for
their sale.

---

The
Hocking Lake and Henday Lake Properties are located in areas considered to be
geologically favorable for occurrence of uranium deposits having the following
criteria:

1.
    Located on the unconformity (the highest grade uranium
deposits are known to occur in unconformity type deposits between Archean
basement rocks and Proterozoic sedimentary sequences) between the Athabasca
group and basement rocks, at depths less than 1,640 feet. The unconformity
occurs at the break in the geological record where the younger sediments overlay
the very old basement rocks.

2.
    Active exploration surrounding both properties.

3.
    Uraniferous boulders at the nose of a drumlin in the
western sector of the Hocking Lake 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. All six properties are largely undeveloped, with little or no
infrastructure of roads.

1.
    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. Due to the presence of the favorable alteration minerals and
anomalous values mentioned above, further exploration work is warranted. The
property may be reached by bush road (Fox Lake Road) year-round from Provincial
Highway 914 or by float or ski equipped aircraft.

2.
    The Perpete Property can be reached by winter road from
Provincial Highway 914. Summer access is restricted to all terrain vehicles. The
most convenient access is by float or ski equipped aircraft from La Ronge,
approximately 161.5 miles to the south.

The
Perpete Property has been explored by geophysics, lithogeochemistry and
drilling. Previous work indicated moderate to strong alteration and erratic
enrichment of lead and uranium. A later electromagnetic survey indicates the
conductor coinciding with the east edge of the previous conductive
zone is east of the northern fence of drill holes. Thus, the conductor was
not adequately tested and further diamond drilling is required.

3.
    The Brown Property adjoins the Crawford Property to the
south. The property can be reached by 4x4 trucks by bush road (Fox Lake Road)
from Provincial Highway 914. The most convenient access is by float or ski
equipped aircraft from La Ronge, which is approximately 161 miles to the south.

---

Other
than on the east-central edge of the Brown Property, very little work has been
carried out. A total of 68 holes were drilled in this area in two locations. In
one of the locations, a drill intersection of 9.02 feet assayed 0.62% uranium
oxide and most of the holes in this area intersected significant alteration.

A
lithogeochemical reconnaissance survey was conducted over the property
subsequent to the drill program. This survey indicates the presence of two
strongly anomalous areas southwest of Colquhoun Lake to the northeast and
southwest of the previously drilled zone. Evidence of hydrothermal alteration is
characterized by chloritization and dravitization, and trace alteration
including uranium, lead, arsenic and yttrium.

The
strongest and most consistent clay alteration trends are in the southern portion
of the property, between Brown Lake and MacArthur River Road. Although it is
possible that some of this alteration is derived from the previously known area
of uranium mineralization near Shift Lake, some of the anomalous trends are
situated a few miles away, both along and across the ice direction, suggesting
that other sources may exist to the west and the southwest of Shift Lake. The
strongest and most consistent trace element enrichment anomalous zone occurs in
the northeast sector extending south - southwest of the tip of the Colquhoun
Lake. This zone is characterized by weak to moderate chloritization and
dravitization, but relatively strong and consistent enrichment of uranium,
arsenic, lead and yttrium.

Additional
geophysical surveys carried out by the Company in 1999 with limited diamond
drilling have outlined a significant anomalous zone with favorable geology,
which the Company intends to further explore by diamond drilling.

4.
    The Jasper Property contains a lithogeochemical anomaly
east of Woodstock Lake. This anomaly contains strong illite and weak boron
enrichment, with weak to moderate lead and uranium anomalies. Additional
lithogeochemical surveys are recommended. The Jasper Property can be accessed by
float or ski equipped aircraft.

5.
    The Morin Lake Property
can be reached by winter road from Provincial Highway 914. Summer access is
restricted to all terrain vehicles. The most convenient access is by float or
ski equipped aircraft from La Ronge, which is approximately 161.4 miles to the
south. The property has uranium anomalies occurring in several portions of the
property. Detailed lithogeochemical sampling is required to further define the
anomalous areas.

6.
    The Marean Property can
be reached by winter road from Provincial Highway 914. Summer access is
restricted to all terrain vehicles. The most convenient access is by float or
ski equipped aircraft from La Ronge, which is approximately 173.9 miles to the
south. The property has been explored by geophysics and boulder sampling, which
indicated weak conductors and boulder anomalies. Subsequent lithogeochemical
surveys show the presence of boron, weak chloritization, and significant illite
enrichment, indicating hydrothermal alteration. Further geophysical and
lithogeochemical surveys should be conducted prior to drilling.

---

All
six of the PDC Properties are without known reserves and the proposed programs
are exploratory in nature. Each of these properties exhibit encouraging features
such as geophysical conductors, faulting, and various types of alteration
indicative of hydrothermal systems favorable for the occurrence of uranium
mineralization. All of the properties merit further exploration including
geophysics, lithogeochemical surveys and diamond drilling.

Corporate Offices.

The
Company currently maintains its corporate headquarters at 475 Howe Street, Suite
206, Vancouver, B.C., V6C-2B3, Canada. 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 $750 Can.
per month. The Company may sublease additional office space as required for
operations.

## 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 OTCBB since April 12,2001. Since
then the stock has traded from a high of $0.35 to a low of $0.21.

Holders.

As
of April 30, 2001, there were 114 holders of the Companys Common Stock,
who collectively held 7,047,500 issued and outstanding shares.

Dividends.

The
Company did not declare or pay cash or other dividends on its Common Stock
during the period from inception (April 3, 1998) through April 30, 2001, its
last fiscal year end. The Company has no plans to pay any dividends, although it
may do so if its financial position changes.

Recent Sales of
Unregistered Securities.

There
were no sales of unregistered securities during the fiscal year ended April 30,
2001 that the Company has not already included in its quarterly reports for the
year.

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

The
following discussion should be read in conjunction with the Consolidated
Financial Statements and the Notes to the Financial Statements, along with the
other information contained elsewhere in this Form 10-KSB.

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 prospecting,
exploration and acquisition of properties in northern Saskatchewan for the
recovery of low-cost, high-grade uranium.

In
early 1998, the Company entered into the Acquisition Agreement with the
Athabasca Uranium Syndicate, acquiring a l00% interest in two properties (the
Hocking Lake and Henday Lake Properties) located in the uranium-rich Athabasca
Basin of Saskatchewan and separately acquired an option to explore a third
property (the Hump Lake Property) located close to Uranium City in the Athabasca
Basin. In December 1998, the Company obtained an option to acquire an interest
in six additional properties from PDC in the Athabasca Basin. The area has not
yet been fully explored and many areas previously explored deserve reevaluation
due to greater geological knowledge acquired in the interim, and improved
exploration techniques.

---

The
Company previously completed a first phase exploration program consisting of an
airborne deep penetrating state-of-the-art electromagnetic and cesium vapor
magnetometer survey at the Hocking Lake, Henday Lake and Hump Lake Properties.
Detailed ground geophysics has been completed on the Hocking Lake and Henday
Lake Properties. A thorough study of all past work in the area has been carried
out and data compiled and correlated with the new surveys as part of the first
phase. Cost of the first phase exploration program for the Hocking Lake, Henday
Lake and Hump Lake Properties was U.S. $274,727.

During
the quarter ended January 31, 2001 exploration work was conducted on the Henday
Lake Property, which consisted of three diamond drill holes totaling 811 meters.
Lithogeochemical analysis was conducted on drill hole samples. A radiometric
peak of ten times background, over three meters, was encountered in one hole due
to low-grade uranium mineralization. All three holes show significant
hydrothermal alteration, related to uranium mineralization, at levels comparable
to those observed in the nearby Midwest Deposit.

The
Companys consultant has recommended further exploration work on the Henday
Lake Property. However, during the fourth quarter of the fiscal year ended April
30, 2001, the Company transferred the Henday Lake Property to UHC in exchange
for 20% of the equity in UHC and U.S. $131,183. See Description of
Property.

During
the fiscal year ended April 30, 2001 the Company, due to lack of funding, was
unable to proceed with its development activities on the Hump Lake and Hocking
Lake Properties. Because no work was performed on these Properties, the claims
lapsed. However, UHC paid the new staking costs for the Hocking Lake Property,
resulting in a new claim held by UHC.

The
Company experienced a net loss of U.S. $117,143, or $0.02 per share for the year
ended April 30, 2001, compared to a net loss of U.S. $319,714, or $0.05 per
share for the year ended April 30, 2000. These losses were the result of
expenditures for exploration and other costs, without any revenues.

Until
the Company finds uranium deposits on its properties, and can begin receiving
revenues for those deposits - or the Company finds some other source for
revenues - the Company expects to continue to incur operating losses and will
rely on additional equity sales to fund its activities in the future.

The
six PDC Properties optioned in December 1998 under the Joint Venture Agreement
with PDC have undergone extensive geophysical surveys, lithogeochemical boulder
sampling and diamond drilling within the past three years and the Company has
committed significant resources to further explore the properties by second
stage geophysics and diamond drilling. The Company has completed an exploration
program on the PDC Properties, which consisted of further ground geophysics at a
cost of U.S. $339,000 ($498,250 Can.) to delineate target areas and diamond
drilling of previously delineated and newly defined target zones.

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. Pacific Amber was entitled to exercise its option
because it incurred U.S. $338,000 ($500,000 Can.) in expenditures by the
extended deadline of May 31, 2000, as required to be expended by the Company
under the Joint Venture Agreement. On May 11, 2000, Pacific Amber informed the
Company that it was withdrawing from the Property Option Agreement.

---

Total
expenditures on all of the Companys properties for the year ended April 30,
2001 was U.S. $648,293.

The
Company will require additional funds to support its operations over the next 12
months, and plans to raise funds by offering its common stock. If the Company is
not able to obtain equity financing, it will be necessary to form joint ventures
with other companies to fund further operations. The Company has no employees,
and does not expect to have any for the next 12 months. All operations will be
conducted utilizing consultants.

Aerial
geophysical surveys were conducted by the Geoterrex-Dighem division of Conpagnie
Generale de Geophysique (CGG). CGG is the largest geophysical
company in Europe, and one of the largest in the world. The Geoterrex-Dighem
division is the largest, most experienced airborne geophysical service group in
the world.

The
ground geophysical surveys were conducted by Patterson Mining Geophysics Ltd.
The company has been in operation since 1980; and is operated by Bill Patterson,
a geophysicist, who has over 24 years of geophysical experience throughout
Canada and the United States.

The
aerial and ground geophysical surveys indicated the presence of anomalous zones
on the Henday Lake, Hocking Lake and PDC Properties, which warrant further
exploration by diamond drilling.

Forward-Looking Statements.

Discussions
and information in this document that are not historical facts should be
considered forward-looking statements. With regard to forward-looking
statements, including those regarding the potential revenues from the mining and
development of uranium properties, and the business prospects or any other
aspect of the Company, actual results and business performance may differ
materially from that projected or estimated in such forward-looking statements.
The Company has attempted to identify in this document certain of the factors
that it currently believes may cause actual future experience and results to
differ from its current expectations. In addition to the risks cited above
specific to the exploration and mining of uranium, differences may be caused by
a variety of factors, including but not limited to, adverse economic conditions,
entry of new and stronger competitors, inadequate capital and the inability to
obtain funding from third parties, unexpected costs, inability to obtain or keep
qualified personnel, and the volatility of uranium markets and prices.

## 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.

## Glossary of
Terms.

Alteration Zone A
change in the mineral composition of the rock brought about by physical or
chemical means especially by the action of hydrothermal solutions.

Anomaly:  A
deviation from uniformity or regularity in geophysical or geochemical quantities.

Diamond Drilling: A
variety of rotary drilling in which diamond bits are used as the rock cutting
tool. It is a common method of prospecting for mineral deposits especially in
development work where core samples are desired.

Drumlin: A low,
smoothly rounded, elongated and oval hill, mound or ridge of compact glacial
till, built under the margin of the ice and shaped by its flow; its longer axis
is parallel to the direction of the movement of the ice. It usually has a blunt
nose pointing in the direction from which the ice approached and a gentler slope
tapering in the other direction.

Electromagnetic and
Cesium Vapor Magnetometer Survey: An Electromagnetic Survey uses instruments
to measure conductivity. Certain minerals are highly conductive such as graphite
or sulfides. In the Athabasca area graphite is commonly associated with the
occurrence of uranium deposits.

The
Cesium Vapor Magnetometer Survey is a sophisticated instrument that measures
magnetic intensities of sub-surface rocks which is an aid in interpretation of
sub-surface geological structure.

A
combination of these surveys aids in the search for uranium deposits.

Fault:  A zone of
rock fracture along which there has been displacement.

Glacial Action:  All
processes due to the agency of glacier ice, such as erosion, transportation, and
deposition.

Hydrothermal  Alteration:
Alteration of rocks or minerals by the reaction of such surface heated waters of
magmatic origin.

Kaolin Anomaly; Illite
Enrichment; Chloritization and Dravitization: These are alteration products
derived from the decomposition of other rock forming minerals such as mica, and
may be indicative of uranium or other mineralization in proximity.

Lithogeochemical Boulder
Sampling: A method of collecting boulder chips on a grid basis, then
laboratory analysis for detection of alteration products. The various alteration
products are plotted on maps to indicate the presence of anomalous zones.

---

N.T.S.  Sheets:
These refer to map quadrangles in Northern Saskatchewan under the National
Topographic System. Mineral claims are plotted on these sheets by the Energy and
Mines Department of Saskatchewan so that mineral claim locations are easily
determined.

Scintillometer
Surveys: A scintillometer is a sophisticated geiger counter, which measures
radioactivity; however, it can discriminate between uranium, thorium and
potassium.

Unconformity: A
substantial break or gap in the geologic record where a rock unit is overlain by
another that is not next in stratigraphic succession, such as an interruption in
the continuity of a depositional sequence of sedimentary rocks, or a break
between eroded igneous rocks and younger sedimentary strata.

Yttrium:  An
element whose symbol is YT and has an atomic weight of 88.9, and is a decay
element derived from uraniferous minerals.

# PART III

## Item 9.
Directors, Executive Officers, Promoters and Control Persons; Compliance with
Section 16(a) of the Exchange Act

The
following table sets forth as of April 30, 2000, 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.

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

|Thornton J. Donaldson
              
   1998       
     71
President | 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.
|--------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

|William G. Timmins   
                 
   1998       
     63
Secretary | 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       
     78 | 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 1993 through August
1998.
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|E.G. (Ed) Mowatt    
              
       1998       
     48 | Self-employed financial consultant, from January 1999 to
present. Chief Financial Officer and a Director of Tracer Petroleum Corporation,
a British Columbia based international oil and gas company with interests in
Indonesia and Canada, from 1994 through January 1999. Secretary of Tracer
Petroleum Corporation from 1996 through January 1999. Chartered accountant since
1989.
|-------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

The
Board of Directors currently serves as the Companys Audit Committee. The
Company may appoint a separate committee before the end of the year.

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 and certain of its officers to file initial reports of ownership and
reports of changes in ownership with the Securities and Exchange Commission.
Executive officers and directors 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 and directors, the
Company believes that all reports on Forms 3, 4 or 5 required to be filed were
filed on a timely basis for the fiscal year ended April 30, 2001.

## Item 10.
Executive Compensation

Compensation and
other Benefits of Executive Officers.

The
Companys president and other executive officers did not receive any
compensation or other benefits between the inception of the Company (April 3,
1998) and April 30, 2001, its last fiscal year end.

---

Stock Option Plan.

The
Board of Directors of the Company has cancelled the 1999 Stock Option Plan, and
adopted instead the 2000 Stock Option Plan, effective June 15, 2000. The stock
option plan was adopted 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 has reserved 1,200,000 shares of its Common
Stock under the stock option plan. As of the date of this Report, no options
have been granted under the stock option plan.

Agreements with
Management.

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.

No
stock options have granted by the Company during the previous fiscal year to the
Named Executive Officers of the Company

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

None.

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.

## Item 11.
Security Ownership of Certain Beneficial Owners and Management

The
following table sets forth as of April 30, 2001, 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, the number of shares beneficially owned by all of the Companys
current directors and named executive officers as a group, and the number of
shares 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            Percent of
             Name of                                   Nature of Beneficial         Common
        Beneficial Owner               Position              Ownership              Stock
        ----------------               --------              ---------              -----

  Thornton J. Donaldson                President and           397,000(1)             5.63%
  206 - 475 Howe Street                Director
  Vancouver, B.C. V6C 2B3

  William G. Timmins                   Secretary and           250,000(2)             3.55%
  410 - 455 Granville Street           Director
  Vancouver, B.C. V6C 1T1

  James R. Billingsley                 Director                100,000(3)             1.42%
  3157 West 33rd Avenue
  Vancouver, B.C. V6N 2G6

  E.G. (Ed) Mowatt                     Director                100,000(4)             1.42%
  4217 Coventry Way
  N. Vancouver, B.C. V7N 4M9

  All directors and executive                                  847,000(5)             12.02%
  officers as a group
  (four persons)

  Pacific Amber Resources, Ltd.              - -                 650,000              9.22%
  1818 - 701 West Georgia Street
  Vancouver, B.C.  V7Y 1C6

  Pandora Industries Inc.                    - -                 450,000              6.39%
  1818 - 701 West Georgia Street
  Vancouver, B.C.  V6P 4X6

  Mark T. Smith                              --               1,200,000(6)            15.69%
  5090 Warwick Terrace
  Pittsburgh, PA  15213`

______________________

|(1) | Includes 22,000 shares owned by Mr. Donaldsons spouse and 275,000 shares owned
by United Corporate Advisors, Ltd., of which Mr. Donaldson is the President, a
Director and shareholder.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 150,000 shares owned by Mr. Timmins spouse.
|--- | -----------------------------------------------------

|(3) | Includes 50,000 shares owned by Mr. Billingsleys spouse.
|--- | ---------------------------------------------------------

|(4) | Includes 30,000 shares owned Mr. Mowatts spouse and 30,000 shares owned Mr.
Mowatts daughter.
|--- | -----------------------------------------------------------------------------------------------

|(5) | Includes securities reflected in footnotes 1 - 4.
|--- | -------------------------------------------------

|(6) | Includes warrants to acquire 600,000 shares of common stock exercisable at $0.50
per share until October 7, 2001.
|--- | -----------------------------------------------------------------------------------------------------------------

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

## 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.

---

During
the fourth quarter for the fiscal year ended April 30, 2001 the Company
completed the transaction contemplated by the December 2000 letter of intent
between the Company and Mark Smith, a greater than 5% shareholder of the
Company. The Company transferred the Henday Lake Property to UHC in exchange for
U.S. $131,183 plus 20% of the equity in UHC. The Company used U.S. $38,005 of
the funds to pay creditors, and was required to issue a promissory note for that
amount to UHC. This note is payable on demand immediately upon the closure of
the sale of a controlling interest in the Company to a third party, or at such
time as the Company acquires funds from another source. The remaining U.S.
$93,178 in funds received was expended on a work program on the Henday Lake
Property. The agreement between the Company and Mr. Smith was handled as an
arms-length transaction.

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.

---

# PART IV

## Item 13.
Financial Statements, Schedules and Exhibits and Reports on Form 8-K

## (a) Financial
Statements, Schedules and Exhibits:

(1)
    Financial Statements - Fiscal years ended April
30, 2001 and 2000

(2)
    Schedules

(3)
    Exhibits

(b) Reports on
Form 8-K No reports on Form 8-K were filed during the last
quarter of the fiscal year covered by this report.

## (c) 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)
|----- | ------------------------------------------------------------

---

____________________________

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

(d) Schedules.
Schedules are omitted as the information is not required or not applicable, or
the required information is shown in the financial statements or notes to those
statements.

---

# 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:  August 9, 2001        
 
            
            
            
            
         
        By:
/s/ Thornton J. Donaldson
                
                
                
                
          
                
                
        
       Thornton J. Donaldson, President and Director

Date:  August 9, 2001        
 
            
            
            
            
         
        By:
/s/ William G. Timmins
                
                
                
                
          
                
                
        
       William G. Timmins, Secretary and Director

---

# 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)
|----- | ------------------------------------------------------------

____________________________

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

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Financial Statements
April 30, 2001 and 2000
(U.S. Dollars)

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

         Report of Independent Chartered Accountants                    F-1

         Financial Statements

         Balance Sheets                                                 F-2

         Statements of Operations                                       F-3

         Statements of Stockholders' Equity                             F-4

         Statements of Cash Flows                                       F-5

         Notes to Financial Statement                                   F-6-F-11`

---

# REPORT OF
INDEPENDENT CHARTERED ACCOUNTANTS

## TO THE
SHAREHOLDERS AND DIRECTORS OF URANIUM POWER CORPORATION

## (An
Exploration Stage Company)

We have audited the
accompanying balance sheets of Uranium Power Corporation (An Exploration Stage
Company) as at April 30, 2001 and 2000 and the related statements of operations,
stockholders equity and cash flows for each of the three years ended April
30, 2001, 2000 and 1999 and the cumulative totals for the exploration stage
operations from April 3, 1998 (inception) through April 30, 2001, 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 generally accepted auditing standards 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
financial statements presents fairly, in all material respects, the financial
position of the Company as at April 30, 2001 and 2000 and the results of its
operations and cash flows for each of the three years ended April 30, 2001, 2000
and 1999 and the cumulative totals for the exploration stage operations from
April 3, 1998 (inception) through April 30, 2001, in conformity with generally
accepted accounting principles in the United States.

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

/s/ "Smythe Ratcliffe"
Chartered Accountants
Vancouver, Canada
July 10, 2001

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Balance Sheets
April 30, 2001 and 2000
(U.S. Dollars)

`2001         2000
                                                                     ----         ----
Assets

Current
  Cash .......................................................   $       0    $   5,706
  Accounts receivable ........................................         742        4,866
                                                                 ---------    ---------
Total Current Assets .........................................         742       10,572
Properties (notes 3 and 5) ...................................      34,142       93,600
Investment in Uranium Holdings Corporation (note 5(d)) .......         815            0
                                                                 ---------    ---------

Total Assets .................................................   $  35,699    $ 104,172
                                                                 =========    =========

Liabilities

Current
  Cheques issued in excess of funds on deposit ...............   $  13,853    $       0
  Accounts payable ...........................................      37,950       79,572
                                                                 ---------    ---------

Total Current Liabilities ....................................      51,803       79,572
Due to Uranium Holdings Corporation ..........................      32,618            0
                                                                 ---------    ---------

Total Liabilities ............................................      84,421       79,572
                                                                 ---------    ---------
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
     7,047,500 Common stock (2000 - 6,927,500) ...............       7,048        6,928
Treasury Stock (note 8)
        23,000 Common stock (2000 - 23,000) ..................         (23)         (23)
Additional Paid-In Capital ...................................     608,725      548,845
Deficit Accumulated During Exploration Stage .................    (668,006)    (531,150)
Other Comprehensive Income ...................................       3,534            0
                                                                 ---------    ---------

Total Stockholders' Equity (Deficiency) ......................     (48,722)      24,600
                                                                 ---------    ---------

Total Liabilities and Stockholders' Equity (Deficiency) ......   $  35,699    $ 104,172
                                                                 =========    =========`

See notes to financial
statements.

---

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

`From
                                                                                Inception on
                                                                               April 3, 1998
                                               Year Ended April 30,               Through
                                         ---------------------------------        April 30,
                                         2001          2000           1999          2001
                                         ----          ----           ----     -------------
Expenditures
  Consulting ...................   $    60,000    $         0    $         0    $    60,000
  Management fee ...............        24,614              0              0         24,614
  Equity loss from investment ..        19,713              0              0         19,713
  Professional fees ............        15,306         34,256         18,732         68,294
  Rent .........................         7,438          6,513            875         14,826
  Exploration costs ............         4,864        274,727        136,796        416,387
  Office .......................         3,338         (2,787)         5,873          6,424
  Transfer agent fee ...........         1,583          1,532            651          3,766
  Advertising and promotion ....             0          5,237         29,900         35,137
  Travel .......................             0            236         17,909         18,145
  Incorporation cost written off             0              0              0            700
                                   -----------    -----------    -----------    -----------

Net Loss for Period ............   $  (136,856)   $  (319,714)   $  (210,736)   $  (668,006)
                                   ===========    ===========    ===========    ===========

Net Loss Per Share .............   $     (0.02)   $     (0.05)   $     (0.03)
                                   ===========    ===========    ===========

Weighted Average Number
  of Shares Outstanding ........     7,016,925      6,467,149      6,026,541
                                   ===========    ===========    ===========`

See notes to financial
statements.

---

URANIUM POWER
CORPORATION
(An Exploration Stage Company)
Statements of Stockholders Equity (Deficiency)
April 30, 2001
(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)
                              ==========    ==========    ==========    ==========

                                                           Accumulated    Total
                              Additional       Other       During the  Stockholders'
                                Paid-In     Comprehensive  Exploration    Equity
                                Capital        Income         Stage    (Deficiency)
                              ----------    -------------  ----------- -------------
Common Stock Issued on
  Inception for Assets ....   $   91,834    $        0   $        0    $   97,834
Net Loss ..................            0             0         (700)         (700)
                              ----------    ----------   ----------    ----------
Balance, April 30, 1998 ...       91,834             0         (700)       97,134
Common stock issued
  For subscriptions .......      606,005             0            0       607,005
  For resource properties .      137,131             0            0       137,331
Share issue costs .........      (15,586)            0            0       (15,586)
Net loss ..................            0             0     (210,736)     (210,736)
Common stock returned to
  treasury for cancellation     (554,700)            0            0      (555,622)
                              ----------    ----------   ----------    ----------
Balance April 30, 1999 ....      264,684             0     (211,436)       59,526
Common stock issued for
  cash ....................      299,400             0            0       300,000
Common stock issued for
  finder's fee ............       24,950             0            0        25,000
Treasury stock (note 8) ...      (15,189)            0            0       (15,212)
Share issue costs .........      (25,000)            0            0       (25,000)
Net loss ..................            0             0     (319,714)     (319,714)
                              ----------    ----------   ----------    ----------
Balance, April 30, 2000 ...      548,845             0     (531,150)       24,600
Common Stock Issued for
  Financial Services ......       59,880             0            0        60,000
Other Comprehensive
  Income ..................            0         3,534            0         3,534
Net Loss ..................            0             0     (136,856)     (136,856)
                              ----------    ----------   ----------    ----------

Balance, April 30, 2001 ...   $  608,725    $    3,534   $ (668,006)   $  (48,722)
                              ==========    ==========   ==========    ==========`

See notes to financial
statements.

---

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

`From
                                                                                              Inception on
                                                                                             April 4, 1998
                                                                 Year Ended April 30,           Through
                                                           --------------------------------     April 30,
                                                           2001         2000         1999         2001
                                                           ----         ----         ----    -------------
Operating Activities
  Net loss .........................................   $(136,856)   $(319,714)   $(210,736)   $(668,006)
  Adjustments to reconcile net
    loss to net cash used in operating activities
      Exploration costs acquired for shares ........           0            0      137,268      137,268
      Equity loss from investment ..................      19,713            0            0       19,713
      Financial services acquired for shares .......      60,000            0            0       60,000
                                                       ---------    ---------    ---------    ---------
                                                         (57,143)    (319,714)     (73,468)    (451,025)

Changes In Non-Cash Working Capital
  Accounts receivable ..............................       4,124       (4,866)           0         (742)
  Accounts payable .................................      (2,692)      76,490        3,082       76,880
                                                       ---------    ---------    ---------    ---------
                                                           1,432       71,624        3,082       76,138
                                                       ---------    ---------    ---------    ---------

Cash Used in Operating Activities ..................     (55,711)    (248,090)     (70,386)    (374,887)
                                                       ---------    ---------    ---------    ---------

Investing Activity
  Property acquisition .............................           0       (9,141)           0       (9,141)
                                                       ---------    ---------    ---------    ---------

Financing Activities
  Issuance of shares for cash ......................           0      300,000       51,446      389,821
  Common stock returned to treasury ................           0      (15,212)           0      (15,212)
  Share issue costs ................................           0      (25,000)     (15,586)     (40,586)
  Advances from joint venture ......................      32,618            0            0       32,618
                                                       ---------    ---------    ---------    ---------
Cash Provided by Financing Activities ..............      32,618      259,788       35,860      366,641
                                                       ---------    ---------    ---------    ---------

Foreign Currency Translation .......................       3,534            0            0        3,534
                                                                                              ---------
Inflow (Outflow) of Cash ...........................     (19,559)       2,557      (34,526)     (13,853)
Cash, Beginning of Period ..........................       5,706        3,149       37,675            0
                                                                                              ---------

Cash (Cheques Issued in Excess of Funds
  on Deposit), End of Period .......................   $ (13,853)   $   5,706    $   3,149    $ (13,853)
                                                       =========    =========    =========    =========
Non-Cash Financing Activities
  Common stock issued for
    resource properties ............................   $       0    $       0    $ 137,331    $ 235,165
  Common stock issued for
    services .......................................      60,000       25,000            0       85,000
                                                       =========    =========    =========    =========`

See notes to financial
statements.

---

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

## 2.  
     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 an
accumulated deficit of $668,006. 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 3.  
     
REALIZATION OF ASSETS

| | The
investment in options on 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 4.  
     
SIGNIFICANT ACCOUNTING POLICIES

| | (a)      
Exploration stage expenditures
| | ----------------------------------------

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

| | (b)      
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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

## 4.  
     
SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

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

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

| | (e)      
Loss per share
| | ------------------------

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

| | (f)      
Use of estimates
| | --------------------------

| | The
preparation of financial statements in conformity with 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

## 4.  
     
SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

## 5.  
     PROPERTIES

| | (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 ($82,270 Cdn) 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 a joint venture in December 2000
(note 5(d)).
| | -----------------------------------------------------------------------------------------

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

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

---

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

## 5.  
     
PROPERTIES (Continued)

| | (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 $13,375 Cdn. 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 ($13,375 Cdn.).
| | ----------------------------------------------------------------------------------------------------------------------------------------

| | (d) | 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
Properties 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 Properties and 20% of the equity of
UHC.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
part of the agreement, the Company executed a note in favour of UHC for $38,005
(CDN - $58,376). The note is non-interest bearing and payable on demand upon the
closure of the sale of controlling interest in 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

## 6.  
     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 are granted for a term of
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.
No options have been granted to date.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

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

## 7.  
     WARRANTS

| | During
the year ended April 30, 2000 the Company issued 600,000 warrants each
exercisable into one share of common stock at $0.50 per share. The warrants
expire on October 7, 2001.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 8.  
     
COMMON STOCK

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

| | During
the year ended April 30, 2001 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 9.  
     
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 5(a)) in exchange for
6,000,000 common stock.
| | ------------------------------------------------------------------------------------------------------------------

| | (b)      
Agreement with Pacific Amber Resources Ltd. (note 5(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 5(c)).
| | ---------------------------------------------------------------------------------------------------------------------------------

| | (d) | During the year ended April 30, 2001, the Company paid management fees of
$24,614 to a company controlled by a director and officer of the Company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------

| | (e) | Subsequent to April 30, 2001, the Company received advances of C$22,920 from a
company controlled by a director and officer of the Company. The advances are
non-interest bearing and have no set terms of repayment.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

## 10.
COMPREHENSIVE LOSS

`2001           2000           1999
                                            ----           ----           ----

Net loss                                $(136,856)     $(319,714)     $(210,736)
Other comprehensive income                  3,534              0              0
                                        ---------      ---------      ---------

Comprehensive loss                      $(133,322)     $(319,714)     $(210,736)
                                        =========      =========      =========`

---

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

## 11.  
     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, 2001, the Company
has available a net operating loss carry forward of approximately $329,000 (2000
- $175,000) 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---