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, 2000.

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD OF           TO          .
                                                       ---------    ---------
     Commission File Number:  0-27659


                            Uranium Power Corporation
                  --------------------------------------------
                 (Name of small business issuer in its charter)


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


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

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

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

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

Check  whether the Issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act of 1934  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

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

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

As of April 30, 2000, there were 6,927,500 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 price at which
the stock was sold, is $578,441.

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



<PAGE>


                            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,  but it has begun  exploring  the  Hocking  Lake and the Henday Lake
Properties to attempt to identify uranium prospects.

     The Company entered into a letter  agreement dated July 29, 1998 with J. R.
Billingsley,  the registered owner of claim #S-106087 (the "Billingsley  Claim")
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  Billingsley  Claim (the  "Property").  Mr.  Billingsley  had been
informed of the  availability  of the Property by Mr. M. Swetz.  An agreement to
acquire  the  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 Property is placed into production, and
paying a  finder's  fee of  50,000  shares of the  Company  to Mr.  Swetz.  This
agreement was at  arms-length,  as Mr.  Billingsley did not become a director of
the Company until November 1998. Mr. Swetz was known to Mr. Billingsley  through
their  involvement  in the mining  industry.  They are not related in fact or by
marriage and are not associated as officers or directors of any company.


                                       2
<PAGE>



     The Company has  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. The agreement is in good standing.

     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.

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



























                                       3
<PAGE>



[MAP APPEARS HERE]



































                                       4
<PAGE>


     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.

     With the  ability  to  explore  a total of more  than  178,000  acres,  the
Company's  management believes it is well positioned to identify and explore for
a significant amount of uranium. However, there is no assurance that the Company
will be able to discover, develop and produce sufficient uranium reserves in the
Hocking  Lake  Property,  the Henday Lake  Property,  the Hump Lake  Property or
elsewhere.  Further, there can be no assurance that the Company will recover the
expenses  incurred when it explores its  properties  or claims,  or that it will
achieve profitability.

     The   Company's   management   believes  it's  key  strengths  lie  in  the
acquisition,  financing  and  exploration  of  uranium  properties,  and  in the
principals' extensive industry contacts worldwide.  Together with the experience
in the uranium  industry of Thornton  Donaldson,  the Company's  President,  the
Company is  positioning  itself to become a  significant  player in the field of
uranium exploration.

     The Company will require  additional  funds to support its operations  over
the next 12 months,  and plans to raise funds by offering  additional  shares of
its common stock.  Significant sales of equity capital by Uranium Power to raise
funds could  potentially  result in significant  dilution to shareholders of the
Company.

     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.



                                       5
<PAGE>


     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.



                                       6
<PAGE>


     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-cost
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. $10.00.  On February 14, 2000, the price of
uranium was U.S.  $11.20 per pound.  See, The Ux Consulting  Company,  LLC & The
Uranium Exchange  Company report on Industry Spot Prices,  February 14, 2000, 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.


                                       7
<PAGE>


     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.  In February of 2000,  the price was
over U.S. $11.00 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.  $274,727 as of April 30,  2000 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.


                                       8
<PAGE>


Employees.
---------

     As of April 30, 2000, the Company had no full-time or part-time employees.


Item 2. Description of Property

Mineral Properties
------------------

     The Company's  mineral  properties  are located in the  Athabasca  Basin of
northern Saskatchewan, Canada.

     The Company  acquired two  properties  (the  Hocking Lake  Property and the
Henday Lake Property)  located in the Athabasca Basin of northern  Saskatchewan,
as part of the Acquisition Agreement with Athabasca.  The Company's ownership of
the  properties  includes the rights to all minerals or reserves  located on and
extracted from the properties.

     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.

     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.


                                       9
<PAGE>



     Both the Hocking Lake and the Henday Lake Properties are in the exploration
stage where the Company is in the process of locating potential mineral deposits
or reserves.  The Company 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 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.

     As described under  Description of Business,  the Company owns an option on
the Hump Lake Property from J.R.  Billingsley,  the registered  owner.  The Hump
Lake Property is geographically located approximately 650 miles northwest of the
regional  capital city of Regina.  The closest city to the Hump Lake Property is
Uranium City, located 12 miles southeast 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.

     Exploratory  radiometric  prospecting,  trenching and diamond drilling were
conducted on the Hump Lake Property in the late 1960's and 1970's,  however, the
property is without known reserves and the proposed  programs are exploratory in
nature.  The Hump Lake  Property  is largely  undeveloped  and may be reached by
float or ski equipped aircraft from Uranium City.

     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.


                                       10
<PAGE>


     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.



                                       11
<PAGE>


     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
$1,000 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.


                                       12
<PAGE>

                                     PART II

Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters

Market Information.
------------------

     The Company's Common Stock is not currently traded in the  over-the-counter
market or any other  market.  Therefore,  since the  inception of the Company in
April  1998,  there has been no  established  trading  market for the  Company's
Common Stock.

Holders.
-------

     As of April 30, 2000, there were 110 holders of the Company's Common Stock,
who collectively held 6,927,500 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, 2000,
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.
---------------------------------------

     On April 13,  1998,  the Company  acquired  all of the assets of  Athabasca
Uranium  Syndicate,  a  syndicate  formed in  British  Columbia,  Canada,  worth
approximately  $100,000,  in  exchange  for  issuing  6,000,000  shares  of  the
Company's Common Stock to the following  Athabasca Uranium  Syndicate  ownership
interest holders:

                                                                Number
                Name                                          of Shares
                ----                                          ---------

                AGT Financial Corporation                      300,000
                United Corporate Advisers, Ltd.                300,000
                E.G. (Ed) Mowatt                               150,000
                G.W. Hornby                                    150,000
                Rockford Resources, Inc.                       300,000
                Mark A. Donaldson                              300,000
                G.R.W. Financial Corporation                   300,000
                Hiro Ogata                                     300,000
                Pacific Amber Resources, Ltd.                  900,000
                J.R. Billingsley                               300,000
                Harold M. Jones                                300,000
                W.L. McCullagh                                 300,000
                3415 Investments, Ltd.                         300,000
                David Parfitt                                  150,000


                                       13
<PAGE>


                                                                Number
                Name                                          of Shares
                ----                                          ---------

                Andy Crookbain                                 150,000
                James G. Allison                               150,000
                Penelope Allison                               150,000
                Tom S.T. Heah                                  300,000
                Derek Van Laare                                300,000
                William G. Timmins                             300,000
                Thornton J. Donaldson                          300,000
                                                             ---------

                Total                                        6,000,000


     These  securities were offered to the limited class of offerees,  as listed
above, pursuant to the exemption from registration  contained in Section 3(b) of
the  Securities  Act of 1933,  as  amended,  and Rule 504.  No  underwriter  was
involved in the transaction.

     On March 24, 1999, the Company issued 200,000 shares of its Common Stock to
Pacific  Amber  upon  execution  of  the  Property  Option  Agreement,   and  in
consideration  of Pacific  Amber's  agreement to incur U.S.  $338,000  ($500,000
Can.) in expenditures on the property under the Property Option Agreement. These
securities were offered pursuant to the exemption from registration contained in
Section 3(b) of the Securities Act of 1933, as amended, and Rule 504.

     Between  January 15, 1999 and February  25,  1999,  the Company sold 77,500
shares of its Common Stock to the  following  accredited  investors at $0.65 per
share, for a total capital contribution of $50,375:

                                                                Number
                Name                                          of Shares
                ----                                          ---------

                Morris Ergas                                    20,000
                Roger Dean Terhune                               5,000
                Marilyn E. Grandy                                5,000
                Double M Productions                             5,000
                Georgina Bresolin                                5,000
                S. Rodgers                                       5,000
                Columbia Meat Market                             5,000
                Jure Uremovic                                    4,000
                Douglas Yen                                      3,000
                Stephen D. Granger                               2,500
                Trish Hodgson                                    2,000
                Mark Bradley                                     2,000
                Cindy Schoenhaar                                 1,000
                Jessmar Investments Ltd.                        13,000
                                                              --------

                Total                                           77,500

                                       14
<PAGE>


     These  securities were offered to a limited number of accredited  investors
pursuant to the  exemption  from  registration  contained in Section 3(b) of the
Securities Act of 1933, as amended, and Rule 504. No underwriter was involved in
the transaction.

     On October 7, 1999,  the Company  issued 600,000 shares of its Common Stock
to Mark T.  Smith,  an  accredited  investor,  at $0.50 per  share,  for a total
capital  contribution of $300,000.  Mr. Smith also received warrants to purchase
an additional  600,000 shares, at $0.50 per share,  exercisable until October 7,
2001. These securities were offered pursuant to the exemption from  registration
contained  in  Section  4(2) of the  Securities  Act of  1933,  as  amended.  No
underwriter was involved in the transaction.

     On December 8, 1999,  the Company  issued 50,000 shares of its Common Stock
to Murray  Swetz,  pursuant to the J.R.  Billingsley  Letter  Agreement and as a
finder's fee on the property.  The Company  estimates that the fair market value
of the stock  issued to Mr.  Swetz was  $0.50 per  share,  for a total  value of
$25,000.  These  securities  were  transferred  pursuant to the  exemption  from
registration  contained  in  Section  4(2) of the  Securities  Act of  1933,  as
amended. No underwriter was involved in the transaction.

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 has 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.  In October 1999 the Company
issued common stock for $300,000.


                                       15
<PAGE>


     The Company experienced a net loss of U.S. $319,714, or $0.05 per share for
the year ended April 30, 2000, compared to a net loss of U.S. $210,736, or $0.03
per share for the year ended  April 30,  1999.  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, 2000 was U.S. $613,727.

     In  addition  to  current  projects,  the  Company is engaged in the active
examination  of other  potentially  significant  properties  for the  purpose of
optioning or acquiring an interest in them in the future.  The Company  plans to
conduct diamond drilling on its properties over the next 12 months.

     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.



                                       16
<PAGE>


     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.


                                       17
<PAGE>


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.

                                       18
<PAGE>


                                    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.

<TABLE>
<CAPTION>

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

<S>                           <C>         <C>    <C>
Thornton J. Donaldson           1998       70     President  of the Company  since its  inception in
President                                         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.

William G. Timmins              1998       62     Secretary   of  the   Company   since  July  1998.
Secretary                                         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.


                                       19
<PAGE>


<CAPTION>

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

<S>                           <C>         <C>    <C>
James R. Billingsley            1998       77     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       47     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.
</TABLE>

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

     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  and NASDAQ.  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, 2000,
except  Forms 3 and  Forms 5 were  filed  late  for  Thornton  Donaldson,  James
Billingsley, Ed Mowatt, and William Timmins.

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, 2000, 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




                                       20
<PAGE>


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, 2000,  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:

<TABLE>
<CAPTION>
                                                                  Amount and             Percent of
        Name of                                              Nature of Beneficial          Common
    Beneficial Owner                  Position                    Ownership                 Stock
    ----------------                  --------               --------------------        ----------

<S>                                  <C>                       <C>                        <C>
Thornton J. Donaldson                 President and               397,000(1)                5.73%
206 - 475 Howe Street                 Director
Vancouver, B.C. V6C 2B3


                                       21
<PAGE>


<CAPTION>
                                                                  Amount and             Percent of
        Name of                                              Nature of Beneficial          Common
    Beneficial Owner                  Position                    Ownership                 Stock
    ----------------                  --------               --------------------        ----------

<S>                                  <C>                       <C>                        <C>
William G. Timmins                    Secretary and               250,000(2)                3.61%
410 - 455 Granville Street            Director
Vancouver, B.C. V6C 1T1

James R. Billingsley                  Director                    100,000(3)                1.44%
3157 West 33rd Avenue
Vancouver, B.C. V6N 2G6

E.G. (Ed) Mowatt                      Director                    100,000(4)                1.44%
4217 Coventry Way
N. Vancouver, B.C. V7N 4M9

All directors and executive                                       847,000(5)               12.23%
officers as a group
(four persons)

Pacific Amber Resources, Ltd.            --                       650,000                 9.38%
1818 - 701 West Georgia Street
Vancouver, B.C.  V7Y 1C6

Pandora Industries Inc.                  --                       450,000                 6.50%
1818 - 701 West Georgia Street
Vancouver, B.C.  V6P 4X6

Mark T. Smith                            --                       600,000                 8.66%
5090 Warwick Terrace
Pittsburgh, PA  15213
</TABLE>
------------------

(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.

     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


                                       22
<PAGE>


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.

     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, 2000 and 1999

         (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)



                                       23
<PAGE>


          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. Filed Herewith.

          27.1 Financial Data Schedule. Filed herewith.

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

(1)  Incorporated by reference from the Company's Form 10-SB,  filed October 14,
     1999, File # 0-27659.
(2)  Incorporated  by  reference  from the  Company's  Form 10-SB/A No. 1, filed
     January 20, 2000, File # 0-27659.

(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.

























                                       24
<PAGE>



                                   SIGNATURES

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


                                       URANIUM POWER CORPORATION



Date:  July 25, 2000                   By: /s/ Thornton J. Donaldson
                                           ------------------------------------
                                           Thornton J. Donaldson, President and
                                           Director


Date:  July 25, 2000                   By: /s/ William G. Timmins
                                           -------------------------------------
                                           William G. Timmins, Secretary and
                                           Director






















                                       25
<PAGE>







URANIUM POWER CORPORATION


Financial Statements
April 30, 2000 and 1999
(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 Statements                                   F-6-F-10







                                       26
<PAGE>








                   REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS


TO THE DIRECTORS
OF URANIUM POWER CORPORATION


We have audited the accompanying balance sheets of Uranium Power Corporation (An
Exploration  Stage  Company)  as at April  30,  2000  and  1999 and the  related
statements of operations,  stockholders' equity and statements of cash flows for
the years ended  April 30, 2000 and 1999.  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.  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, 2000 and 1999 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.  Management's plans in regard to this matter are also described in note
2. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.




/s/ Chartered Accountants
Chartered Accountants

Vancouver, Canada
May 26, 2000



                                       F-1



<PAGE>


<TABLE>
<CAPTION>

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

--------------------------------------------------------------------------------------------------------------
                                                                                   2000                 1999
--------------------------------------------------------------------------------------------------------------

<S>                                                                           <C>                   <C>
Assets

Current
  Cash ...................................................................    $   5,706             $   3,149
  Accounts receivable ....................................................        4,866                     0
                                                                              ---------             ---------


                                                                                 10,572                 3,149
Properties (note 5) ......................................................       93,600                59,459
                                                                              ---------             ---------


Total Assets .............................................................    $ 104,172             $  62,608
                                                                              =========             =========


Liabilities


Accounts Payable and Accrued Liabilities .................................    $  79,572             $   3,082
                                                                              ---------             ---------


Stockholders' Equity


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
     6,927,500 Common stock (1999 - 6,277,500) ...........................        6,928                 6,278
Treasury Stock
    23,000 Common stock (1999 - Nil) .....................................          (23)                    0
Additional Paid-In Capital ...............................................      548,845               264,684
Deficit Accumulated During Exploration Stage .............................     (531,150)             (211,436)
                                                                              ---------             ---------


Total Stockholders' Equity ...............................................       24,600                59,526
                                                                              ---------             ---------

Total Liabilities and Stockholders' Equity ...............................    $ 104,172             $  62,608
                                                                              =========             =========
</TABLE>



                                       F-2
See notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>

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

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

                                                                                                             From
                                                                                                         Inception on
                                                                                                         April 3, 1998
                                                                                        April 3 to          Through
                                                       Year Ended April 30,              April 30,         April 30,
                                                       2000              1999              1998              2000
-----------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>               <C>               <C>

Expenditures
  Exploration costs (note 3) ................     $   274,727       $   136,796       $         0       $   411,523
  Professional fees .........................          34,256            18,732                 0            52,988
  Rent ......................................           6,513               875                 0             7,388
  Advertising and promotion .................           5,237            29,900                 0            35,137
  Transfer agent fee ........................           1,532               651                 0             2,183
  Travel ....................................             236            17,909                 0            18,145
  Incorporation cost written off ............               0                 0               700               700
  Office ....................................          (2,787)            5,873                 0             3,086
                                                  -----------       -----------       -----------       -----------

Net Loss for Year ...........................     $  (319,714)      $  (210,736)      $      (700)      $  (531,150)
                                                  -----------       -----------       -----------       -----------


Net Loss Per Share ..........................     $     (0.05)      $     (0.03)      $     (0.00)
                                                  -----------       -----------       -----------


Weighted Average Number of
  Shares Outstanding ........................       6,467,149         6,026,541           279,542
                                                  -----------       -----------       -----------

</TABLE>




                                       F-3
See notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>

URANIUM POWER CORPORATION
(An Exploration Stage Company)
Statements of Stockholders' Equity
Year Ended April 30, 2000
(U.S. Dollars)

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

                                                                                                          Deficit
                                                                                                        Accumulated
                                                                                          Additional     During the      Total
                                        Common Stock                 Treasury Stock         Paid-In     Exploration  Stockholders'
                                    Shares       Par Value        Shares      Par Value     Capital        Stage         Equity
----------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>          <C>            <C>          <C>           <C>           <C>           <C>
Balance, April 30, 1998 ........  6,000,000    $    6,000             0    $        0    $   91,834    $     (700)   $   97,134
Common stock issued
  For subscriptions ............  1,000,000         1,000             0             0       606,005             0       607,005
  For resource properties ......    200,000           200             0             0       137,131             0       137,331
Share issue costs ..............          0             0             0             0       (15,586)            0       (15,586)
Net loss .......................          0             0             0             0             0      (210,736)     (210,736)
Common stock returned to
  treasury for cancellation
  (note 8(b)) ..................   (922,500)         (922)            0             0      (554,700)            0      (555,622)
                                 ----------    ----------    ----------    ----------    ----------    ----------    ----------


Balance April 30, 1999 .........  6,277,500         6,278             0             0       264,684      (211,436)       59,526
Common stock issued for cash ...    600,000           600             0             0       299,400             0       300,000
Common stock issued for
  finder's fee .................     50,000            50             0             0        24,950             0        25,000
Treasury stock (note 8(b)) .....          0             0       (23,000)          (23)      (15,189)            0       (15,212)
Share issue costs ..............          0             0             0             0       (25,000)            0       (25,000)
Net loss for year ended
  April 30, 2000 ...............          0             0             0             0             0      (319,714)     (319,714)
                                 ----------    ----------    ----------    ----------    ----------    ----------    ----------


Balance, April 30, 2000 ........  6,927,500    $    6,928       (23,000)   $      (23)   $  548,845    $ (531,150)   $   24,600
                                 ----------    ----------    ----------    ----------    ----------    ----------    ----------
</TABLE>





                                       F-4
See notes to financial statements.


<PAGE>


<TABLE>
<CAPTION>
URANIUM POWER CORPORATION
(Exploration Stage Company)
Statements of Cash Flows
(U.S. Dollars)

---------------------------------------------------------------------------------------------------------------------------
                                                                                                                 From
                                                                                                              Inception on
                                                                                                              April 3, 1998
                                                                                           April 3, 1998        Through
                                                              Year Ended April 30,          to April 30,       April 30,
                                                              2000             1999             1998             2000
---------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>              <C>              <C>
Operating Activities
  Net loss .............................................   $(319,714)       $(210,736)       $    (700)       $(531,150)
  Adjustments to reconcile net
    loss to net cash used in operating activities
      Exploration costs acquired for shares ............           0          137,268                0          137,268

Changes In Non-Cash Working Capital
  Accounts receivable ..................................      (4,866)               0                0           (4,866)
  Accounts payable .....................................      76,490            3,082                0           79,572
                                                           ---------        ---------        ---------        ---------


Net Cash Used By Operating Activities ..................    (248,090)         (70,386)            (700)        (319,176)
                                                           ---------        ---------        ---------        ---------


Cash Flows Used By Investing Activity
  Property acquisition .................................      (9,141)               0                0           (9,141)
                                                           ---------        ---------        ---------        ---------

Cash Flows From Financing Activities
  Issuance of shares for cash ..........................     300,000           51,446           38,375          389,821
  Common stock returned to treasury ....................     (15,212)               0                0          (15,212)
  Share issue costs ....................................     (25,000)         (15,586)               0          (40,586)
                                                           ---------        ---------        ---------        ---------

                                                             259,788           35,860           38,375          334,023
                                                           ---------        ---------        ---------        ---------

Inflow (Outflow) of Cash ...............................       2,557          (34,526)          37,675            5,706
Cash, Beginning of Period ..............................       3,149           37,675                0                0
                                                           ---------        ---------        ---------        ---------

Cash, End of Period ....................................   $   5,706        $   3,149        $  37,675        $   5,706
                                                           ---------        ---------        ---------        ---------

Non-Cash Financing Activities
  Common stock issued for
    resource properties ................................   $       0        $ 137,331        $  97,834        $ 235,165
  Common stock issued for
    finder's fee .......................................      25,000                0                0           25,000
                                                           ---------        ---------        ---------        ---------
</TABLE>




                                       F-5
See notes to financial statements.


<PAGE>



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Years Ended April 30, 2000 and 1999 and Period From April 3, 1998 (Inception)
Through April 30, 2000
(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 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 $531,150.  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.




                                       F-6




<PAGE>



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Years Ended April 30, 2000 and 1999 and Period From April 3, 1998 (Inception)
Through April 30, 2000
(U.S. Dollars)
--------------------------------------------------------------------------------

4.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (b)  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
          not significant and are included in the determination of net loss.

     (c)  Comprehensive income (loss)

          The Company has no other  comprehensive  income or loss.  Accordingly,
          comprehensive loss is the same as net loss.

     (d)  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.

     (e)  Use of estimates

          The  preparation of financial  statements in conformity with generally
          accepted  accounting  principles 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.

     (f)  Financial instruments

          The  Company's  financial  instruments  consist  of cash and  accounts
          payable and accrued  liabilities.  It is management's opinion that the
          Company is not exposed to significant  interest,  currency,  or credit
          risks  arising  from these  financial  instruments.  The fair value of
          these financial instruments approximates their carrying value.


                                       F-7


<PAGE>


URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Years Ended April 30, 2000 and 1999 and Period From April 3, 1998 (Inception)
Through April 30, 2000
(U.S. Dollars)
--------------------------------------------------------------------------------

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
          shareholders.

          Consideration  given to the  members of the  syndicate  was  6,000,000
          common  shares of the Company at a par value of $0.001 each issued and
          a stated value of $97,834, being the cost of the assets acquired.

     (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  $338,000  (Cdn.  $500,000)  in  expenditures  on or  before
          December 31, 1999, as amended. A total of approximately $339,000 (Cdn.
          $498,250)  was incurred as of April 30, 2000.  In return,  the Company
          issued the optionee  200,000  common shares at a deemed value of $0.65
          each.

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



                                       F-8



<PAGE>



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Years Ended April 30, 2000 and 1999 and Period From April 3, 1998 (Inception)
Through April 30, 2000
(U.S. Dollars)
--------------------------------------------------------------------------------

5.   PROPERTIES (Continued)

     (c)  Northern mining property

          By  agreement  dated July 29, 1998  (subsequently  extended to July 1,
          1999)  the  Company  acquired  a 100%  interest  in a mining  claim in
          Northern Mining District,  Saskatchewan by issuing 50,000 free trading
          shares as a finder's fee to an unrelated party and paying $13,375 Cdn.
          to the owner of the property. The owner has the right to receive $0.35
          per pound of the product from the claim if the price of the product is
          $18.00  per pound or less and  $0.50 per pound  where the price of the
          product is $18.00 per pound or more.

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

6.   STOCK OPTION PLAN

     The Company has adopted an incentive and a  nonstatutory  stock option plan
     effective  August 31, 1999 ("the 1999 plan") whereby up to 1,200,000 shares
     of common  stock may be  optioned  and sold up to August 31,  2009 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.

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 October 7, 2001.

8.   COMMON STOCK

     (a)  Subscriptions not paid

          In  April  1999,  the  Company  received  subscriptions  and  issued a
          Treasury Order for the issue of 922,500  common  shares.  These shares
          were  unpaid at April 30,  1999 and were held by the  Company  pending
          receipt of the  proceeds of issue.  As the funds were not received the
          shares were returned to treasury for cancellation in June 1999.

     (b)  Treasury stock

          During the year ended  April 30,  2000 the  Company  purchased  23,000
          shares of its capital stock from the original  owners who had acquired
          the shares prior to April 30, 1999 in a private  placement.  The stock
          was purchased for the same amount as the proceeds from original issue.



                                       F-9

<PAGE>



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Financial Statements
Years Ended April 30, 2000 and 1999 and Period From April 3, 1998 (Inception)
Through April 30, 2000
(U.S. Dollars)
--------------------------------------------------------------------------------

9.   RELATED PARTY TRANSACTIONS

     The following non-arm's length  transactions  occurred with parties who are
     related by way of minority  shares  ownership  in the capital  stock of the
     Company and being a director of the Company and corporate shareholders.

     (a)  Acquisition of assets of Athabasca  Uranium  Syndicate  (note 5(a)) in
          exchange for 6,000,000 common shares.

     (b)  Agreement  with Pacific Amber  Resources Ltd. (note 5(b)) and issuance
          of 200,000 common shares under the agreement.

     (c)  Option to  acquire  an  interest  in a mining  claim  from a  minority
          shareholder who is an officer and director (note 5(c)).

10.  INCOME TAXES

     A deferred tax asset  stemming from the Company's net operating  loss carry
     forward,   has  been  reduced  by  a  valuation  account  to  zero  due  to
     uncertainties  regarding the utilization of the deferred  assets.  At April
     30, 2000,  the Company has available a net operating  loss carry forward of
     approximately  $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.




                                      F-10





<PAGE>

                                  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.  Filed Herewith.

27.1    Financial Data Schedule.  Filed herewith.

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

(1)  Incorporated by reference from the Company's Form 10-SB,  filed October 14,
     1999, File # 0-27659.

(2)  Incorporated  by  reference  from the  Company's  Form 10-SB/A No. 1, filed
     January 20, 2000, File # 0-27659.