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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, 2003.

|  |  |                                                                                                                                              
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|o |  | 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
    
    NoneState or other jurisdiction of
incorporation or organization
    
    (I.R.S. Employer
Identification No.)


206-475 Howe Street, Vancouver, B.C. CANADA V6C-2B3

---

(Address of principal executive offices)


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

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

Common Stock, $.001 Par Value

---

(Title of Class)


Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days.

Yes o No x


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

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

As of August 21, 2003, there were 17,344,500 shares of the Registrants $.001
par value Common Stock (Common Stock), Registrants only outstanding class of
voting securities, outstanding. The aggregate market value of Common Stock
held by non-affiliates of the Registrant, computed by reference to the closing
bid price on August 21, 2003, is $2,254,785.

Transitional Small Business Disclosure Format (check one):
Yes o No x



TABLE OF CONTENTS

|                                                  |                                                                                                                         |                                                              |  |  |  |  |  | 
|------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------ |  |  |  |  |  | 
|PART I                                           
|                                                  | Item 1. BUSINESS                                                                                                       
|                                                  | Item 2. PROPERTIES                                                                                                     
|                                                  | Item 3. Legal Proceedings                                                                                              
|                                                  | Item 4. Submission of Matters to a Vote of Security Holders                                                            
|PART II                                          
|                                                  | Item 5. Market for the Registrants Common Stock and Related Stockholder Matters                                       
|                                                  | Item 6. Managements Discussion and Analysis of Financial Condition and Results of Operations                          
|                                                  | Item 7. Financial Statements and Supplementary Data                                                                    
|                                                  | Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                           
|PART III                                         
|                                                  | Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
|                                                  | Item 10. Executive Compensation                                                                                        
|                                                  | Item 11. Security Ownership of Management and Certain Beneficial Owners                                                
|                                                  | Item 12. Certain Relationships and Related Transactions                                                                
|PART IV                                          
|                                                  | Item 13. Exhibits and Reports on Form 8-K                                                                              
|                                                  | Item 14. Controls and Procedures                                                                                       
|SIGNATURES                                       
|EXHIBIT INDEX                                    
|                                                  |                                                                                                                         | REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS                 
|                                                  |                                                                                                                         | Consolidated Balance Sheets                                 
|                                                  |                                                                                                                         | Consolidated Statements of Operations                       
|                                                  |                                                                                                                         | Consolidated Statements of Stockholders Equity (Deficiency)
|                                                  |                                                                                                                         | Consolidated Statements of Cash Flows                       
|                                                  |                                                                                                                         | Notes to Consolidated Financial Statements                  
|EX-21.1 Subsidiaries of the Registrant           
|EX-31.1 Certification of CEO Pursuant to Sec. 906
|EX-31.2 Certification of CFO Pursuant to Sec. 906
|EX-32.1 Certification of CEO Pursuant to Sec. 302
|EX-32.1 Certification of CFO Pursuant to Sec. 302

This document contains technical and geological terms, which are defined
in the Glossary of Terms, which appears at the end of Part I of this Report.
All future payments in Canadian dollars have been converted to United States
dollars using an exchange rate of $1 U.S. = $1.44 Cdn, which was the April 30,
2003 exchange rate.







PART I

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







Item 1. BUSINESS

Business.

We are a Colorado corporation formed on April 3, 1998. On April 30, 2002
the Company acquired its wholly owned subsidiary Anhydride Petroleum (USA) Inc.
(Anhydride USA) and Anhydride USAs wholly owned subsidiary Anhydride
Petroleum (Canada) Inc. (API Canada).

Our principal business activity has been the exploration for uranium and
petroleum in Canada and in prior years the investment in resource properties
comprised significantly all of the Companys assets. These assets have been
written off during the year ended April 30, 2003, as the Company has no further
plans to work on them. While the Company is continuing to evaluate petroleum
and mineral properties it currently does not have any properties of significant
merit.

The Company recently entered into a license agreement with Earth Energy
Resources Ltd. (Earth Energy) for the use of its proprietary catalytic
process. This process includes a proprietary catalyst in conjunction with
processing equipment to separate hydrocarbons from sand, shale or soil. The
Company is in the process of conducting initial testing of the process and then
based on the results of that test will evaluate the business opportunity
further.

As at April 30, 2003 the Company had a working capital deficit of
$1,846,130, no revenues, minimal other capital resources available to meet
obligations which normally can be expected to be incurred by similar companies
and had an accumulated stockholders deficiency of $1,845,314. These factors
raise substantial doubt about the Companys ability to continue as a
going-concern which is dependent on the Companys ability to obtain and
maintain an appropriate level of financing on a timely basis and to achieve
sufficient cash flows to cover obligations and expenses.

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Included in accounts payable is $718,462 payable by API Canada. Certain
of the creditors of API Canada have threatened receivership proceedings against
API Canada unless they are paid in full. API Canada does not have the resources
to meet these demands and the Company has determined that it will not commit
resources to API Canada or defend such action should the creditors take it.

Uranium Prospects

The Company was initially formed as a result of managements perception of an
upcoming worldwide shortage of uranium. However, due to a lack of funding for
its uranium properties the Company decided during the year ended April 30, 2002
to focus its attention on its oil and gas prospects. The Company maintained
its interest in the Henday Lake uranium property through the Companys 20%
equity interest in Uranium Holdings Corporation (UHC). As stated previously,
all of the Companys properties were written off as of April 30, 2003, as the
Company has no further plans to work on any of them.

Uranium Holdings Corporation

The Company currently has a 20% equity interest in UHC, which in turn
holds an interest in the Henday Lake uranium property in northern Saskatchewan.
UHC has spent a total of $177,958 on the property. Pursuant to the terms of
the agreement between the Company and UHC, the Company holds a carried 20%
interest until such time as UHC had spent a total of $163,334 and thereafter
must participate on the same basis as other investors in future exploration
expenditures on a pro-rata basis or the Companys 20% interest will be reduced
in such manner as may be reasonably negotiated between the parties.

The Company does not know of any known reserves of uranium on this
property. As stated previously, all of the Companys properties were written
off as of April 30, 2003, as the Company has no further plans to work on any of
them.

Saskatchewan Uranium Properties

On December 16, 1998, the Company executed an Exploration Option and
Operating Joint Venture Agreement (Joint Venture Agreement) with Phelps Dodge
Corporation of Canada, Ltd., a Delaware corporation (PDC), under which PDC
granted the Company an option to acquire an interest in six uranium properties
(PDC Properties) in Saskatchewan consisting of 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 $338,000 ($500,000 Cdn.)
by May 31, 2000, and an additional $1,712,000 ($2,500,000 Cdn.) was required to
be expended by December 31, 2002, for prospecting and exploring the six PDC
Properties. As described below, the Company did not make the requisite
expenditures.

Under the Joint Venture Agreement, if the Company exercised its option to
acquire the PDC Properties, the Company would grant PDC an earn back option.
The earn back option gives

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

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

Through its agreement with Pacific Amber the Company has fulfilled the May
31, 2000 requirement under the PDC agreement. However, since then the Company
has not spent any further money on the PDC Properties, and eight of the
original eleven mining claims have lapsed, leaving only one PDC Property. Due
the lack of funding and change in focus the Company did not meet the
requirement to spend an additional $1,602,564 ($2,500,000 Cdn.) on the PDC
Properties by December 31, 2002 and the PDC Properties reverted back to PDC.

Northern Mining Properties

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

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

Oil and Gas Prospects

During the year ended April 30, 2002, the Company changed its primary
focus and entered the business of oil and gas exploration and through API
Canada acquired interests in five Petroleum & Natural Gas Licenses (P & NG
Licenses) issued by the Government of the

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Province of Alberta covering 127 sections of land (81,280 acres) below base of
Woodbend formation and the right to earn an interest in an additional P & NG
License no. 5494040101 covering one section (640 acres) below base of the
Precambrian formation (the AOC License) which includes an existing suspended
well drilled during September - October 1994 and legally described as the AOC
Granite 7-32-89-10 W4M well (the 7-32 Well). As stated previously, all of
the Companys properties were written off as of April 30, 2003, as the Company
has no further plans to work on any of them.

The P & NG Licenses and AOC License formed two separate prospects, being
the Athabasca Prospect and Firebag Prospect. The Athabasca Prospect is
comprised of three P & NG Licenses covering 96 sections of land (62,080 acres)
and the AOC License covering one section (640 acres), adjacent to the city of
Fort McMurray in the northeastern part of the province of Alberta, Canada.
The Firebag Prospect is located roughly 85 kilometers northwest of Fort
McMurray and consists of two P & NG Licenses covering thirty-one sections of
land (19,840 acres).

The Athabasca Prospect and the 7-32 Well in particular were of interest to
the Company as it represented a unique opportunity to test the possibility of
deep-Earth sources for petroleum. C. Warren Hunt, P. Geol., principle
shareholder of Anhydride Oil Corporation, vendor of the AOC License and
consultant to the Company, is also the author of a book entitled Expanding
Geospheres, Energy and Mass Transfers from the Earths Interior which
hypothesizes a revolutionary concept for the formation and accumulation of
hydrocarbons and an advocate of deep-Earth sources for petroleum and natural
gas.

To exploit his deep-Earth theory Mr. Hunt carried out geologic and seismic
exploration across a granite dome in the Fort McMurray area and identified a
number of fracture systems that appear to be more than 400 meters (1,300 feet)
thick. In 1994, a well, known as the 7-32 Well situated 2.5 miles west of Ft.
McMurray, was drilled by Mr. Hunt and others to test the crest of the
seismically reflective granite zone at 2,150 meters (7,050 feet).

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

During operations logging was conducted, however, the drilling rig was
released prior to the logs being analyzed. These logs identified additional
fracture zones that had never been tested. The well was cased 550 meters
(1,804 feet) and two bridge plugs were inserted leaving the 7-32 Well in a
suspended state, to be re-entered at a later date.

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Acquisition of the Athabasca and Firebag Prospects

On September 10, 2001 we signed an option agreement (the October Sun
Option Agreement) with October Sun, a Nevada Corporation (October Sun), a
private company, to acquire its indirect wholly owned subsidiary API Canada
which holds petroleum and natural gas interests in three P & NG licenses issued
by the Government of the Province of Alberta, Canada, covering 96 sections of
land (61,440 acres) and is entitled to earn an interest in an additional P & NG
License, the AOC License covering one additional section (640 acres) which
contains the 7-32 Well drilled during 1994 (together these form the Athabasca
Prospect), 2.5 miles west of the city of Fort McMurray, Alberta, Canada. The
rights to earn an interest in the AOC License and the 7-32 Well required that
we fund specified testing of the 7-32 Well expected to cost approximately
$156,250 ($250,000Cdn.) on or before September 30, 2002, which was done during
the year ended April 30, 2003 and the Company earned and received an assignment
of its interest in the AOC License. As stated previously, all of the Companys
properties were written off as of April 30, 2003, as the Company has no further
plans to work on any of them.

Pursuant to the October Sun Option Agreement the Company:



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



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



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

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



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



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

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



| | (d) |  | agreed to pay the AOC License vendor $64,230 (Cdn. $100,000) following
30 days of continuous commercial production from any well in the
Athabasca or Firebag Prospects.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

During September and October 2001, the Company, through API Canada,
acquired two additional P & NG Licenses comprised of 31 sections (19,840 acres)
commencing below the base of Woodbend formation, approximately 55 miles
northeast of Fort McMurray. The Company has identified these licenses as
comprising the Firebag Prospect.

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



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



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



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



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



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

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



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



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



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

Farmout Agreements

As a means of funding the exploration of the Athabasca prospect the
Company entered into a number of farmout agreements covering both the Athabasca
and Firebag Prospects as follows:

(a) Anhydride Petroleum Limited Partnership (the Limited Partnership)

The Company entered into two farmout agreements (the LP Farmout
Agreements), on essentially the same terms, with the Limited Partnership with
respect to the Athabasca and Firebag Prospects. Under the terms of the LP
Farmout Agreements the Limited Partnership will earn a 1% working interest in a
prospect for each $54,000 Cdn. Incurred in exploration expenditures on the
prospect, up to a maximum of a combined 25% working interest, both before and
after payout, subject to royalty interests. API Canada is the operator under
LP Farmout Agreements.

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

Under the LP Farmout Agreements, the Limited Partnership agreed to grant
the Company a call option (the Working Interest Call Option) under which the
Company may purchase the working interests earned by the Limited Partnership in
the prospects in consideration of paying a predetermined purchase amount. The
purchase amount comprises a base amount and a performance amount where the base
amount is equal to 130% of the incurred earn-in expenditures of the Limited
Partnership paid in shares of the Company with such shares valued at the
average five day closing price at the time the call option is exercised.

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

The Company subsequently amended the terms of the exploration agreements
whereby the number of shares to be issued pursuant to the warrants was
increased to 1,500,000 and the exercise price per share was lowered to $0.25
per share. The rate at which the Limited

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Partnership shall earn a 1% working
interest was also increased to $60,000 Cdn. in exploration expenditures. The
Company also agreed to pay costs associated with the start up of the Limited
Partnership.

Based on the Limited Partnerships exploration expenditures of $313,725
($483,000 Cdn.) as at April 30, 2003 the Limited Partnership earned an 8.05%
working interest before and after payout, subject to various royalties, in the
Athabasca Prospect and they were entitled to warrants to acquire 483,000 common
shares at $0.25 per share. These warrants subsequently expired unexercised.

Also subsequent to April 30, 2003, the Company, rather than exercising the
Working Interest Call Option, made an offer to acquire the working interests of
the Limited Partnership for 3,220,000 common shares of the Company which was
accepted by the Limited Partnership. These shares have yet to be issued. The
Company negotiated the acquisition of the working interests as part of its
attempt to negotiate with all creditors of the Company.

(b) Other Joint Venture Partners

The Company entered into four exploration agreements (the  Exploration
Agreements) pursuant to which $266,310 ($410,000 Cdn.) was advanced and spent
on exploration on the Athabasca Prospect. Pursuant to the Exploration
Agreements a 7.4815% working interest before and after payout, subject to
certain royalties, was granted to them in the Athabasca Prospect.

Pursuant to the Exploration Agreements they acquired an option to acquire
their working interests back on terms similar to those granted by the Limited
Partnership (see Working Interest Call Option and Call Option Registration
Rights, above). In exchange for acquiring the options the Company has agreed
to issue warrants to purchase up to 410,000 common shares at an exercise price
of $0.25 per share. The Company has not yet issued these warrants which will
expire as to 350,000 on November 25, 2003, 10,000 on February 27, 2004, 10,000
on February 28, 2004 and 40,000 on March 3, 2004.

(c) PNG Ventures, Inc. (PNGV)

Pursuant to a letter agreement PNGV advanced a total of $214,821 ($330,730
Cdn.) for exploration of the Athabasca Prospect and has earned a 10.9095%
working interest before and after payout, subject to certain royalties, in both
the Athabasca and Firebag Prospects.

Oil and Gas Exploration Activities

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

The Company also reprocessed a portion of the original 1993 seismic data
to correlate with the 7-32 Well logs. The reprocessed data extended roughly 2.5
kms. (1.55 miles) to the east

9



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and to the west of the 7-32 Well. This result
identified two potential seismic targets within the sedimentary horizons above
the basement contact at a depth of approximately 450  540 meters (1,476  1771
feet). It was initially considered that these targets might possibly have the
potential for significant oil reserves, however, as a result of further
analysis by the Company, lack of potential joint venture interest and the lack
of financial resources it was determined that further attempts to develop these
targets should be abandoned.

As a result of the failure to find economically viable amounts of
hydrocarbons within the Athabasca Prospect and owing to the financial
constraints put on the Company by its exploration activities it was determined
that both the Athabasca and Firebag Prospects should be written off. The
Company did not make the annual lease payments to the Government of Alberta of
approximately $56,800 for the Athabasca Prospect when due in August 2003, nor
does the Company intend to make the annual lease payments for the Firebag
Prospect due October 2003 of roughly $18,000, thus the P & NG Licenses will
revert to the Alberta Government.

The Company is currently engaged in evaluating other oil and gas prospects
and other opportunities within the oil and gas industry (see License Agreement
with Earth Energy) and will continue to do so over the next twelve months. As
stated previously, all of the Companys properties were written off as of April
30, 2003, as the Company has no further plans to work on any of them.

License Agreement with Earth Energy

Subsequent
to April 30, 2003, the Company became party to an exclusive
license agreement for Canada, Central and South America with Earth Energy
Resources Ltd. (Earth Energy) and West Peak Ventures of Canada Ltd (West
Peak) for the use of Earth Energys proprietary catalytic process, subject to
yet to be agreed upon compensation to West Peak for assigning the license
agreement to the Company.

The process includes a proprietary catalyst in conjunction with processing
equipment to separate hydrocarbons from sand, shale, or soil. The catalyst
reportedly also upgrades the API of crude oil during the process. Projected
cost savings per barrel of oil produced are projected to be less than 15% of
current costs typically experienced in Albertas Athabasca Tar Sands
operations. Other advantages include the recycling of the slurry water used in
the process, which not only eliminates the requirement for tailing ponds, but
also significantly reduces the use of large amounts of fresh water; plant sizes
can be built from as small as 10 tons per day to 100,000 tons per day capacity
to maximize efficiency depending on the project size; and all clay particulates
are removed from the oil which allows further cost savings in the refining
process.

Analysis by Maxxam Analytical Inc. (a laboratory) of Utah Tar Sands
confirmed 99.8% recovery of hydrocarbons by weight and upgrading of crude oil
from an API of 10° to 25.6°, resulting in a medium grade crude oil by
processing tar sands with the Earth Energy process.

Earth Energy has two production plants rated at 10 tons per day and 500
tons per day capacity. During August and September 2003 the Company is
conducting an independent test using 10 tons of Athabasca Tar Sands under the
supervision of Maxxam Analytics Inc., an

10



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##### 



accredited laboratory under the
supervision of William G. Timmins, a director of the Company and a professional
geologist utilizing Earth Energys 10-ton per day plant. Thereafter, should
the initial test warrant it, the 500-ton plant will be relocated to Fort
McMurray, Alberta to conduct a 4-day 2000-ton test of bitumen from the
Athabasca Tar Sands.

Under the terms of the underlying license agreement with Earth Energy, the
Company will pay $347,222 ($500,000 Cdn.) by 2005, with an initial payments of
$69,444 ($100,000 Cdn.); will pay a royalty as to 7%; and will purchase
catalyst and processing equipment from Earth Energy for cost plus 25%. The
Central and South America License Agreement is a three-year option on the same
terms with the exception that the license fee is a one-time payment of $500,000
(US). The Company believes the commercial applications within the license
territories are significant. The Company is in initial discussions to access
tar sand and oil shale deposits in Alberta and Saskatchewan.

The Company expects its primary focus, through to the end of September
2003, to be on the independent 10 ton test and the assessment thereof.
Thereafter, should the test prove successful, then the development of the Earth
Energy License may become the primary focus of the Company. At this time the
Company is awaiting the outcome of the initial testing to determine its future
course of action.

Business Strategy:

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



| |  |  | Pursue Exploration Projects  We intend to continue our
efforts at reviewing oil and gas exploration prospects of merit
that have the potential of significant reserves and production
revenue.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pursue New Technologies  We intend to continue efforts
to pursue and understand new technologies for the oil and gas
industry that have the potential for wide marketplace acceptance
and significant revenues. As part of our efforts to pursue new
technologies, the Company, subsequent to April 30, 2003, entered
into an exclusive license agreement for Canada, Central and South
America with Earth Energy and West Peak for the use of Earth
Energys proprietary catalytic process.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Selective Expenditures  We intend to minimize the risk
of our limited financial resources by where ever possible
targeting our expenditures towards earning interests in projects.
This, therefore, limits the risk to the Company should a project
prove to be uneconomic.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Control Operations  We believe that it is important to
control operational decisions as well as the timing of those
decisions. Therefore, it is our intension wherever possible to
be the operator of any project that we are involved in.                                 

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Significant Developments



| |  |  | Athabasca and Firebag Prospects write off  Due to the
lack of commercial volumes of hydrocarbons found during the 7-32
Well exploration and a lack of financial resources the Company
wrote off the Athabasca and Firebag prospects, resulting in a
charge to operations of $822,218 and the Company having no
resource properties of significant merit.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Farmout Agreements  In order to provide necessary
funding to give effect to our business objectives in connection
with the Athabasca and Firebag Prospects we entered into a series
of Farmout Agreements  See Farmout Agreements, whereby third
parties incurred $794,856 in exploration expenditures on the
Athabasca Prospect.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Appointment of Doug Cannaday  On May 16, 2002 the
Company appointed its President, Doug W. Cannaday to lead our oil
and gas operations. Effective July 16, 2002 Mr. Cannaday was
appointed President of API Canada and resigned this position on
July 24, 2003. Over the past 25 years Mr.
Cannaday has been an officer and director of public and private
companies, including Morrisey Development Corporation, Artesian
Oil & Gas Ltd., Artesian Petroleum Corporation, Seahawk Oil & Gas
Ltd., Amador Resources Ltd. and Tod Mountain Resorts Ltd.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Appointment of Michel David  Effective May 15, 2002
Michel David, P. Geol., became a director and executive
vice-president of the Company. In the past Mr. David has been a
director of Malartic Hygrade, Mirandor Inc., Sphinx Inc., Mimiska
Inc., Link Mineral Ventures Inc. and Maymac Petroleum Inc.
Effective June 23, 2003 Mr. David resigned.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Resignation of James Billingsley  Effective March 31,
2003 Mr. Billingsley resigned from his position as a director of
the Company.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | Saskatchewan Uranium Properties  On December 31, 2002
the Company failed to make exploration expenditures of $1,712,000
($2,500,000 Cdn.) and the property reverted back to the optionor.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

12



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| |  |  | The Company agreed to settle $288,743 ($416,484 Cdn.)
of API Canada debt through the issuance of 2,776,560 common
shares, which have yet to be issued.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The Company agreed to acquire the Athabasca property
working interests of the Limited Partnership for 3,220,000 common
shares, which have yet to be issued.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------



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

Employees and Office Space.

During the year the Company maintained its corporate headquarters at 475
Howe Street, Suite 206, Vancouver, British Columbia, Canada V6C 2B3. The
telephone number of the corporate headquarters is (604) 685-8355. The Company
holds this office space under an oral, month-to-month sublease, for rental
payments to the sublessor of $481 ($750 Cdn.) per month. The Company may
sublease additional office space as required for operations. The Companys
President also maintained an office in Calgary, Alberta, Canada, at a charge of
$200 Cdn. per month to the Company.

Title to Properties

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

Risk Factors

Risks Related to Our Business

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

The Absence of any Operating History.

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

Limited Financial Resources/Dependence Upon Financing

The
Company has negative cash flow from operations and has losses
from operations in the past and reasonably expects further losses in the
immediate future.

13



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

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

We have not operated profitably since inception. Through April 30, 2003
we recognized accumulated losses of $3,309,838. We expect to continue to have
losses for the current fiscal year, and our ability to continue operating is
questionable. Our inability to operate profitably may lead to the inability to
pay creditors, attract additional capital through debt or equity financing, and
in turn, lead to the inability to obtain credit and/or continue to receive
necessary services from our service providers and consultants.

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

Our future success will depend in significant part upon the continued
service of our key technical and senior management personnel,
including

George Orr, a consultant who provides management
consulting services to the Company. While Mr. Orr has provided significant
management consulting services at favorable rates, either Mr. Orr and/or the
Company may terminate such consulting arrangement at any time. We believe that
our future success will depend in large part upon our ability to retain or
replace the services of Mr. Orr at favorable rates, as well as
attract and retain qualified personnel for our operations. The failure to
attract or retain such persons could materially adversely affect our business,
financial condition and results of operations.

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

October Sun, a Nevada corporation, is the single largest shareholder,
owning approximately 23% of our outstanding shares. Accordingly, October Sun
has the ability to control the election of all of our Directors and otherwise
control the Company. As a result, October Sun will have the ability to
substantially influence all matters submitted to shareholder vote for approval,
including the election and removal of Directors and consummation of any
transaction involving a merger, consolidation or sale of substantially all of
our assets, and to control our management and affairs. The concentration of
ownership may have the effect of delaying, deferring or preventing a change in
control, impeding a merger, consolidation or takeover or other business
combination involving us or discouraging a potential acquirer from making a
tender offer or otherwise attempting to obtain control of our business, even if
such a transaction would be beneficial to other shareholders.

14



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

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

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

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

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

Our stock price may decline as a result of future sales of our shares or
the perception that such sales may occur. Because we are in the process of
re-writing our business plan, we will need to raise substantial additional
capital to perform upon our business plan (once re-written), and the sale of
authorized but unissued Common Stock or other equity securities by the Company
may occur. In addition, we are unable to estimate the amount, timing, or
nature of future sales of outstanding Common Stock. Sales of substantial
amounts of our Common Stock in the public market may cause our stocks market
price to decline.

Outstanding options, warrants and other share issuance commitments may make it
difficult for us to obtain additional capital on reasonable terms

15



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As of August 21, 2003, we had outstanding options and warrants to purchase
Common Stock in an aggregate amount of 2,015,000 shares (including a
commitment to issue warrants to purchase 410,000 common shares and excluding
warrants to purchase 600,000 common shares, which due to the write-off of the
Athabasca and Firebag prospects are deemed to be expired). See Note 8 to the
Financial Statements.In addition the Company has agreed to issue certain of
the API Canada creditors 2,776,560 common shares to settle $288,743 ($416,484
Cdn.) in debt and to issue the Limited Partnership 3,220,000 common shares for
there working interests in the Athabasca Prospect. As long as these options,
warrants and other share issuance commitments remain outstanding and
unexercised, the terms under which we can obtain additional capital may be
adversely affected because any new investors may not want to be diluted by
lower priced securities. New investors may want to negotiate prices that are
at or below the conversion price or exercise price of existing securities,
which may adversely impact the terms upon which we can raise additional capital
if at all.

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

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

Our shareholders may not rely upon dividends to generate income

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

Cautionary Statement about Forward-Looking Statements

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



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

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| |  |  | Business strategies and development of new business
plan; and;
| | - |  | --------------------------------------------------------------



| |  |  | Other similar matters such as those discussed in
Managements Discussion and Analysis of Financial Condition and
Results of Operations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

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

Glossary of Common Oil and Gas Terms

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

Alberta Government Royalty
    
    The range of this royalty typically shall be from 0%
during the first year to as much as 25% depending on
circumstances such as whether the well is
exploratory and its capability to produce
commercial quantities of petroleum substances.Precambrian Formation
    
    Located below Paleozoic (Northeast Plains system) era.Royalty interest
    
    An interest in an oil and gas license(s) entitling
the party to shares of oil and gas production free of
costs of exploration, development and production and
other costs.Section of land
    
    640 acres or 259.2 hectares or 1 square mile.Woodbend Formation
    
    Contained within the Upper Devonian (Northeast
Plains) system of the Paleozoic era.Working interest
    
    The operating interest that gives the owner the right
to drill, produce and conduct operating activities on
the property and to share in the production.


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Item 2. PROPERTIES

Athabasca Prospect

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

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

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

Firebag Prospect

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

As a result of the failure to find economically viable amount of
hydrocarbons within the Athabasca Prospect and owing to the financial
constraints put on the Company by its exploration activities it was determined
that the Firebag Prospect should be written off. The Company has no plans make
the annual lease payments to the Government of Alberta of approximately $18,000
due October 2003 and the P & NG Licenses will likely revert to the Alberta
Government.

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Operations- Mineral Properties

Uranium Holdings Corporation

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

Henday Lake and Hocking Lake

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

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

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

During the year UHC spent $32,875 (2002  $50,000) on geophysics related
to the Henday Lake property.

Saskatchewan Uranium Property

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

Crawford Property

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

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

Reserves

Effective April 30, 2003 we do not have any proven, probable nor any
reserves.

Production

Effective April 30, 2003 we do not have any production nor production
revenue.

Drilling Activity

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

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

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

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

Arising from that process the Company discovered two additional potential
seismic features within the sedimentary horizons above the basement contact at
approximately 450  540 meters. The Company believed the newly identified
potential targets could hold significant oil reserves. To further investigate
these two new additional targets the Company retained the services of Dove &
Kay Exploration and Ken Murray, P. Geol. to review and make recommendations.
Their recommendation was that it was unlikely that hydrocarbons existed from a
geological perspective and that as such further geophysical or other
investigations of these potential targets was not recommended.

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




Item 3. Legal Proceedings

The Company is not a party to any legal proceedings required to be
reported in this Report. However, its affiliate API Canada is subject to the
following legal proceedings:



| |  |  | A judgment was issued against API Canada for $25,200 Cdn in
favor of Newalta Corporation. The judgment was issued July 8, 2003
by the Provincial Court of Alberta, Civil Division.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Blackbird Well Services Ltd. claims it is owed approximately
$250,000 Cdn. by API Canada. Blackbird filed a formal action but
the action has been adjourned by agreement until September 16, 2003.
A Petition For Receiving Order was filed by Blackbird on June 9,
2003 in The Court of Queens Bench of Alberta, In Bankruptcy,
Judicial District of Calgary as Court No. BK01-086312; adjourned by
agreement to July 15, 2003; adjourned by agreement to July 29, 2003;
a Consent Receiving Order was endorsed July 15, 2003; adjourned by
agreement to August 26, 2003 and presently scheduled for September
16, 2003.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Wellco Energy Services, Inc. filed a statement of claim
against API Canada for $49,961.51 on April 2, 2003 and a Certificate
of Lis Pendens was issued July 17, 2003 in favor of Wellco. All
filings were made in the Court of Queens Bench of Alberta, Judicial
District of Calgary. API Canada has not filed a statement of
defense, and does not intend to do so.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  |  | David Del Bianco, Euro-Am Pacific Enterprises Ltd., filed a
statement of claim
against Hunt, Anhydride Oil Corporation and API Canada claiming that
the plaintiffs owned a 63.3% interest in the 7-32 Well. The filings
were made in the Court of Queens Bench of Alberta, Judicial District
of Edmonton. A statement of defense was filed by API Canada, et al.,
but given that the property has no merit it will not be actively
pursued. The Company believes the claim is frivolous and without
merit and as such no amount has been accrued by the Company at April
30, 2003. API Canada contemporaneously filed counterclaims that in
the event the plaintiffs allegations are sustained, they have been
unjustly enriched by API Canada, as such are obliged to pay roughly
$1.7 million Cdn.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




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

None.

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PART II




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

Market Information

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

Fiscal Quarter
    
    High Bid Price
    
    Low Bid PriceFiscal
    
    4th Quarter  (2/1/03
 4/30/03)
    
    $
    0.37
    
    
    $
    0.09Year End
    
    3rd Quarter  (11/1/02  1/31/03)
    
    
    0.38
    
    
    
    0.12April 30,
    
    2nd Quarter (8/1/02  10/31/02)
    
    
    0.35
    
    
    
    0.112003
    
    1st Quarter  (5/1/02  7/31/02)
    
    
    0.47
    
    
    
    0.28Fiscal
    
    4th Quarter (2/1/02  4/30/02)
    
    $
    0.51
    
    
    $
    0.35Year EndApril 30,2002


The closing price of the Common Stock as reported on August 21, 2003, was
$0.13 per share.

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

Holders

As of September 2, 2003, there were 109 holders of the Companys Common
Stock, who collectively held 17,344,500 issued and outstanding shares.

Dividends

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

23



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##### 



Recent Sales of Unregistered Securities.

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

Also on September 24, 2002, the Company issued options, under its 2000
stock option plan, to purchase 250,000 shares of Common stock to each of Robert
Hodgkinson and Robert Edwards at $0.27 per share until August 21, 2006 and
options, not under a stock option plan, to purchase 150,000 shares of Common
stock to Bruce Lazier at $0.27 per share until March 31, 2003. These options
were issued in reliance on the exemption from registration contained in Section
4(2) of the Act. The options issued to Mr. Lazier expired unexercised March
31, 2003.

On November 14, 2002, the Company issued 400,000 shares of Common Stock to
George Orr in a private placement for a purchase price of $0.10 per share. The
shares were issued in reliance on the exemption from registration contained in
Section 4(2) of the Act.

On December 30, 2002 the Company issued 500,000 shares of Common Stock to
Terence F. Schorn, 32,680 shares of Common Stock to Future Ventures Capital
Ltd. and 32,680 shares of Common Stock to BSM Enterprises Ltd. in private
placements for a purchase price of $0.10 per share. The shares were issued in
reliance on the exemption from registration contained in Section 4(2) of the
Act.

On February 3, 2003, the Company issued 159,640 shares of Common Stock to
Tim Brock in a private placement for a purchase price of $0.10 per share. The
shares were issued in reliance on the exemption from registration contained in
Section 4(2) of the Act.

On March 21, 2003 the Company issued options, under its 2002 stock option
plan, to purchase 585,000 shares of Common stock to Tim Brock at $0.20 per
share until March 20, 2004. This option was issued in reliance on the
exemption from registration contained in Section 4(2) of the Act. These
options were exercised and the shares issued on March 21, 2003, in reliance on
the exemption from registration contained in Section 4(2) of the Act.

On April 2, 2003 the Company agreed to change the price of an option,
issued under its 2002 stock option plan, to George Orr whereby the amended
terms of the option called for Mr. Orr to have the right to acquire up to
550,000 shares of Common stock at $0.11 per share until May 30, 2005. This
option was exercised on April 8, 2003 and the shares issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

On April 28, 2003 the Company issued options, under its 2002 stock option
plan, to purchase 410,000 shares of Common stock to Tim Brock at $0.12 per
share until April 25, 2004. This option was issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
on May 2, 2003 Mr. Brock exercised options, under the 2002 stock option plan,
to purchase 410,000 shares of Common stock at $0.12 per share. These shares
were issued in reliance on the exemption from registration contained in Section
4(2) of the Act.

24



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##### 



After the end of the period, but prior to the preparation of this report,
on May 28, 2003 the Company cancelled options, under its 2002 stock option
plan, to purchase 400,000 shares of Common stock held by Doug Cannaday. On the
same day the Company issued options, under its 2002 stock option plan, to
purchase 400,000 shares of Common stock to George Orr at $0.11 per share until
June 28, 2004. This option was issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
on May 29, 2003 Mr. Orr exercised options, under the 2002 stock option plan, to
purchase 400,000 shares of Common stock at $0.11 per share. These shares were
issued in reliance on the exemption from registration contained in Section 4(2)
of the Act.

After the end of the period, but prior to the preparation of this report,
on June 20, 2003 the Company adopted an incentive and non-statutory stock
option plan, whereby 2,500,000 shares of common stock may be optioned. The
stock option plan has not been adopted or ratified by the shareholders of the
Company. Incentive options may be granted at any price for a period of ten
years following the effective date of the plan and once granted, with certain
exceptions. The plan is valid for a period of ten years.

After the end of the period, but prior to the preparation of this report,
on June 20, 2003 the Company issued options, under its 2003 stock option plan,
to purchase 300,000 shares of Common stock to Doug Cannaday, 180,000 shares of
Common stock to Peter Laipnieks, 180,000 shares of Common stock to John Kuhne
and 90,000 shares of Common stock to Frank Quinby. These options were issued
at a deemed price of $0.10 per share, in reliance on the exemption from
registration contained in Section 4(2) of the Act, for consulting services
rendered to the Company and the shares were issued on July 25, 2003.

After the end of the period, but prior to the preparation of this report,
on June 25, 2003 the Company issued options, under its 2003 stock option plan,
to purchase 400,000 shares of Common stock to Terence Schorn at $0.10 per share
until June 25, 2004. Mr. Schorn exercised this option on June 27, 2003. The
option and shares issued were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
on July 11, 2003 the 1,500,000 warrants to purchase that same number of shares
of Common stock, of which 483,000 warrants had vested, issued to the Limited
Partnership expired unexercised.

After the end of the period, but prior to the preparation of this report,
on July 31, 2003 the Company issued options, under its 2003 stock option plan,
to purchase 500,000 shares of Common stock to Tim Brock at $0.06 per share
until July 31, 2004. Mr. Brock exercised this option on August 6, 2003. The
option and shares issued were issued in reliance on the exemption from
registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
on August 12, 2003 the Company issued bonus shares, under its 2003 stock option
plan, for consulting services at a deemed price of $0.10 per share as to
100,000 shares of Common Stock to each of Randal Pow, Steve McGuire and Mike
Parker. The option and shares issued were issued in reliance on the
exemption from registration contained in Section 4(2) of the Act.

25



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##### 



After the end of the period, but prior to the preparation of this report,
on August 15, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 150,000 shares of Common stock to Terence Schorn at $0.09 per
share until August 15, 2004. Mr. Schorn exercised this option on August 15,
2003. The option and shares issued were issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
on August 15, 2003 the Company issued options, under its 2003 stock option
plan, to purchase 150,000 shares of Common stock to Tim Brock at $0.09 per
share until August 15, 2004. Mr. Brock exercised this option on August 15,
2003. The option and shares issued were issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
in an attempt to settle outstanding liabilities of API Canada, the Company made
an offer to creditors to settle outstanding debts for shares of the Company at
$0.104 ($0.15 Cdn.) per share. The Company has received acceptances from
creditors totalling $288,743 ($416,484 Cdn.) which represents 2,776,560 common
shares. To date, the shares have yet to be issued. These shares when issued
will be issued in reliance on the exemption from registration contained in
Section 4(2) of the Act.

After the end of the period, but prior to the preparation of this report,
on May 1, 2003 the Company agreed to acquire the interests of the Limited
Partnership for 3,220,000 common shares of the Company, which have yet to be
issued. These shares when issued will be issued in reliance on the exemption
from registration contained in Section 4(2) of the Act.

Pursuant to agreements with its joint venture partners the Company is
committed to issue warrants to purchase up to 410,000 shares of Common stock at
an exercise price of $0.25 per share. The Company has not yet issued 350,000
warrants to Larry Thompson which will expire on November 25, 2003, James
Billingsley as to 10,000 warrants which expire on February 27, 2004, Robert
Burnett as to 10,000 warrants which expire on February 28, 2004 and to Peter
Brown as to 40,000 warrants which expire on March 3, 2004. These warrants will
be issued in reliance on the exemption from registration contained in Section
4(2) of the Act.




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

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

The Company is in the exploration stage and does not currently have any
income from operating activities. The Company has a working capital deficit of
$1,846,130 (2002  $473,604), minimal other capital resources presently
available to meet obligations which normally can be expected to be incurred by
similar companies and has accumulated stockholders deficiency of $1,845,314
(2002  equity $257,526). In prior years the investment in resource properties
comprised significantly all of the Companys assets. These investments have
been written off in the 2003 fiscal year, as the Company currently has no plans
for further development of these

26



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##### 



properties. Management intends to raise additional capital through share
issuances to finance operations and invest in other business opportunities,
however, no assurance can be given that he Company will be successful in
raising additional capital or that other business opportunities will be found.

Our principal business activity during the year ended April 30, 2003 was
the exploration by API Canada of the 7-32 Well on the Athabasca prospect.
During the year a total of $1,650,298 was spent on the re-entering and
deepening of the 7-32 Well. Of this amount various joint venture partners
contributed a total of $846,507 towards these costs, leaving net exploration
expenditures to the Company of $803,791 and API Canada with accounts payable
related to this exploration of $718,462 as at April 30, 2003. As a result of
the failure to find economically viable amounts of hydrocarbons within the
Athabasca Prospect and owing to financial constraints put on API Canada as a
result of its exploration activities, it was determined that both the Athabasca
and Firebag Prospects should be written off and $822,218 was charged to
operations. While the Company plans to continue to evaluate petroleum
properties. The Company currently does not have any petroleum property
prospects, nor can there be any assurance that the Company will find a viable
oil and gas project in the future.

As a result of the Companys focus on oil and gas exploration during
fiscal 2003 the Company did not meet its exploration requirements on its
Saskatchewan uranium properties and they reverted back to the original
optionor.

The Company retains an indirect interest in the Henday Lake Uranium
property through its 20% equity investment in UHC, however, the Company does
not view this property to be of substantial merit. The Company plans to
continue to hold its investment in UHC but its interest may be diluted if it is
unable to meet exploration expenditures on a timely basis.

As noted above, the primary focus of the Company this fiscal year was on
exploration work pertaining to the 7-32 Well. As a result of the requirement
to raise substantial funds for exploration and to attract joint venture
partners the Company spent a total of $210,101 in advertising and promotion
(2002 - $78,703). Professional fees of $161,206 (2002 - $18,657) are a result
of additional work related to bringing on joint venture partners and also as a
result of additional administrative costs related to being much more active
than in the past. Consulting expenses for the year ended April 30, 2003
amounted to $121,124 (2002  $77,600) and included $76,124 (2002  $77,600) for
options granted to consultants as valued by the Black-Scholes pricing method.
Management fees of $100,721 (2002  $90,410) were consistent with the prior
year.

In total the Company experienced a net loss of $2,289,124 or $0.18 per
share for the year ended April 30, 2003, compared to a net loss of $352,708 or
$0.04 per share for the year ended April 30, 2002. The Company expects to
continue to incur operating losses and will continue to be dependent on
additional equity or debt sales and or property joint ventures to fund its
activities in the future.

As noted above API Canada has incurred significant trade payables in
pursuit of its exploration activities, which totaled to $718,462 at April 30,
2003. In an attempt to settle these

27



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##### 



liabilities, the Company made an offer to API Canada creditors to settle
outstanding debts for shares of the Company at $0.10 ($0.15 Cdn.) per share.
The Company has received acceptances from creditors totalling $288,743
($416,484 Cdn.), which represents 2,776,560 common shares. To date, the shares
have yet to be issued. Certain of the creditors have rejected this offer and
threatened receivership proceedings against API Canada unless they are paid in
full. See Legal Proceedingsabove.API Canada does not have the resources
to meet these demands and the Company has determined that it will not commit
further resources to API Canada or defend such action should the creditors take
it.

The Company, subsequent to April 30, 2003, entered into a license
agreement, subject to yet to be agreed upon compensation to West Peak
Ventures of Canada Ltd. for assigning the license agreement to the
Company,
with Earth Energy Resources Ltd. (Earth Energy) for the use of its
proprietary catalytic process. This process includes a proprietary catalyst in
conjunction with processing equipment to separate hydrocarbons from sand, shale
or soil. Under the terms of the underlying license agreement, the Company will pay
$347,222 ($500,000 Cdn.) by 2005, with initial payments of $69,444 ($100,000
Cdn.) to be used to determine the feasibility of the process. The Company will
also pay a royalty of 7% and will purchase catalyst and processing equipment
from Earth Energy Resources Ltd. for cost plus 25%. The Central and South
American license agreement is a three-year option on the same terms with the
exception that the license fee is a one-time payment of $500,000 US.

During August 2003 the Company conducted initial testing of the Earth
Energy process and is currently awaiting the results of that testing to
determine further work to be done to determine the feasibility of the process.
The initial payments $69,444 ($100,000 Cdn.) are to be funded by way of related
party advances. The Company is not obligated to proceed and may stop funding
at anytime. Should the Earth Energy process prove to be economically feasible
it is expected that this may become the core business of the Company. However,
the Company is at the initial stages of determining feasibility and additional
testing must be done to determine if the process is viable.

The Company will require additional funds to support its operations over
the next 12 months, and plans to raise funds by way of equity or debt issuances
and or joint venture agreements pertaining to projects the Company is involved
in. No assurance can be given that the Company will be successful in finding
joint venture partners for its properties, that its joint venture partners will
fund necessary amounts, that related parties will continue to advance funds to
the Company, that buyers for its properties may be found and that the Company
will be able to attract sufficient equity or debt funding.




Item 7. Financial Statements and Supplementary Data

See
Financial Statements and Supplementary Data following the Exhibit
Index of this Form 10-KSB.




Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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PART III




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

(a) The following table sets forth as of April 30, 2003 and through the
date of the preparation of this report, the names and ages of the current
directors and executive officers of the Company, and the principal offices and
positions with the Company held by each person and the date such person became
a director or executive officer of the Company. The executive officers of the
Company are elected annually by the board of directors. Executive officers
serve terms of one year or until their death, resignation or removal by the
board of directors. The present term of office of each director will expire at
the next annual meeting of shareholders. Each executive officer will hold
office until his successor duly is elected and qualified, until his resignation
or until he is removed in the manner provided by the Companys bylaws.

Name of Director or
    
    Officer orOfficer and Position
    
    Director
    
    
    
    
    
    Other Office(s) Held and Businessin the Company
    
    Since
    
    Age
    
    ExperienceThornton J. Donaldson
Chief Financial Officer and Director
    
    
    1998
    
    
    
    74
    
    
    President of the Company since its
inception in April 1998. Secretary
of the Company from April 1998 through
July 1998. President of Rich Coast,
Inc., an industrial waste treatment company
located in Dearborn, Michigan from 1984 to 1993,
and a Director of Rich Coast, Inc. from 1993 to 1999.
Director of Lorex Resources, Ltd., a
mineral exploration company located in
Vancouver, British Columbia since July
1999. President and sole director of
United Corporate Advisers Ltd., a
geological and financial consulting business
founded by Mr. Donaldson in 1970.
Self-employed as a consulting geologist and
financial advisor from 1978 through
the present.


29



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Name of Director or
    
    Officer orOfficer and Position
    
    Director
    
    
    
    
    
    Other Office(s) Held and Businessin the Company
    
    Since
    
    Age
    
    ExperienceDouglas W. Cannaday
President and Chief Executive Officer
    
    
    2002
    
    
    
    51
    
    
    President of the Company since May
16, 2002. President of the Companys
indirect subsidiary, API Canada between July
16, 2002 and July 24, 2003. President and
director of Hampton CourtResources
Ecuador S.A. since April 2002; President and
Director of Riomin Resources S.A. from
October 1999 thru Present; President and
director of Morrisey Development Corporation
from 1991 thru 1999; President and director of Tod
Mountain Development Ltd. and Tod Mountain Resorts
Ltd. from 1979 thru 1992; President and Director of
Artesian Oil & Gas Ltd. from 1978 thru 1984;
President and Director of Artesian Petroleum
Corporation from 1979 thru 1984.Michel David
Executive Vice-President
And Director
    
    
    2002
    
    
    
    50
    
    
    Executive Vice-President and Director of the
Company since May 15, 2002 until June 23, 2003.
In the past Mr. David was a Director of Malartic
Hygrade, Mirandor Inc., Sphinx Inc., Mimiska Inc., Link
Mineral Ventures Inc. and Maymac Petroleum Inc.William G. Timmins
Secretary and Director
    
    
    1998
    
    
    
    66
    
    
    Secretary of the Company since July 1998.
Self-employed as President of WGT Consultants, Ltd.
from 1983 to present as a geological consultant for
numerous mining
companies in
Canada, the United
States, Central and
South America,
Australia and New
Zealand. Director
of Monalta
Resources Ltd., a
mineral exploration
company located in
West Vancouver,
British Columbia from April 1998 to present.


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.

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Compliance with Section 16(a) of the Securities Exchange Act of 1934.

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



| |  |  | Michel David failed to file reports on Forms 3, 4 or 5. As
such, one transaction was not reported; and
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | Douglas W. Cannaday filed two reports on
Forms 4 late, reporting three transactions on an untimely basis; and
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Thornton J. Donaldson failed to file on Forms 4 or 5 to
report transactions relating to the grant of options to purchase
175,000 shares of Common Stock in August 2001, the grant of
options to purchase 200,000 shares of Common Stock in
September 2002, and the disposition of 100,000 shares of Common
Stock; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | William G. Timmins failed to file on Forms 4 or 5 to report
transactions relating to the grant of an option to purchase
25,000 shares of Common Stock in August 2001 and the disposition of
100,000 shares of Common Stock.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Item 10. Executive Compensation

Compensation and other Benefits of Executive Officers.

The following table sets out the compensation received for the fiscal
years April 30, 2003, 2002 and 2001 in respect to each of the individuals who
were the Companys chief executive officer at any time during the last fiscal
year and the Companys four most highly compensated executive officers whose
total salary and bonus exceeded $100,000 (the Named Executive Officers).

SUMMARY COMPENSATION TABLE

FISCAL YEAR COMPENSATION
    
    
    
    
    
    
    
    
    
    
    
    
    
    LONG TERM COMPENSATIONAwards
    
    PayoutsSecuritiesName and
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    Underlying
    
    Restricted Shares
    
    
    
    
    
    All otherPrincipal
    
    
    
    
    
    Salary
    
    Bonus
    
    Annual
    
    Option/SARs
    
    or Restricted Share
    
    LTIP Payouts
    
    CompensationPosition
    
    Year
    
    ($)
    
    ($)
    
    Compensation
    
    Granted
    
    Units
    
    ($)
    
    ($)Douglas Cannaday,
    
    
    2003
    
    
    $
    56,000
    
    
    $
    30,000
    
    
    
    0
    
    
    
    400,000
    (3)
    
    
    0
    
    
    
    0
    
    
    
    0President(2)Thornton
    
    
    2003
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    200,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Donaldson,
    
    
    2002
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    175,000
    
    
    
    0
    
    
    
    0
    
    
    
    0Former
    
    
    2001
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    0
    
    
    
    0President(1)




---

|(1) |  | Mr. Donaldson served as President from April, 1998 to May 16, 2002.      
|--- |  | -------------------------------------------------------------------------
|   
|(2) |  | Mr. Cannaday served as
President from May 16, 2002 to September 15, 2003.
|   
|(3) |  | These options were cancelled by
the Company May 28, 2003.                

Agreements with Management.

Effective May 6, 2002, the Company entered into an employment agreement
with Doug Cannaday, its new President (the Employment Agreement). Pursuant
to the terms of the Employment Agreement, Mr. Cannaday shall receive monthly
compensation in the amount of $6,000 (Cdn.) and was granted an option to
purchase 400,000 shares of the Companys common stock at $0.25 per share until
May 6, 2005, which was cancelled May 28, 2003. The Company has agreed to issue
a replacement option in the future, however, as yet this option has not been
issued. In addition, Mr. Cannaday was granted a royalty interest of 0.2% on
certain of the Companys petroleum and natural gas prospects from October Sun.
At the latter of three months from the effective date of the Employment
Agreement or at such time as the outcome of a certain well project is known,
the Company and Cannaday shall renegotiate the remuneration paid to

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Cannaday under the Employment Agreement. During the year ended April 30, 2003
the Board of Directors granted Mr. Cannaday a bonus of $30,000 in reflection of
his work performed on the Athabasca Prospect. On June 20, 2003 Mr. Cannaday
was granted options to acquire up to 300,000 shares of Common stock at $0.10
per share, this option was exercised July 25, 2003 against his accrued bonus
noted above. Effective September 15, 2003, Mr. Cannaday was
removed as President.

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

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

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

The following table sets out the stock options and stock warrants granted
as bonuses, which were granted by the Company during 2003 to the Named
Executive Officers of the Company.

OPTION/SAR GRANTS IN PREVIOUS YEAR
INDIVIDUAL GAINS

Number of
    
    % of TotalSecurities
    
    Options/SARsUnderlying
    
    Granted toOptions/SARs
    
    Employees in
    
    Exercise or Base
    
    Market Price onName
    
    Granted (#)
    
    Fiscal Year
    
    Price ($/Sh)
    
    Date of Grant
    
    Expiration DateDoug Cannaday(2)
    
    
    400,000
    (3)
    
    
    67
    %
    
    $
    0.25
    
    
    $
    0.25
    
    
    May 6, 2005Thornton
Donaldson(1)
    
    
    200,000
    
    
    
    33
    %
    
    $
    0.25
    
    
    $
    0.25
    
    
    May 15, 2005




---

|(1) |  | Mr. Donaldson served as President from April, 1998 to May 16, 2002.      
|--- |  | -------------------------------------------------------------------------
|   
|(2) |  | Mr. Cannaday served as
President from May 16, 2002 to September 15, 2003.
|   
|(3) |  | This option was cancelled on
May 28, 2003.                               

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

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

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

Number ofSecuritiesUnderlying
    
    Value ofUnexercised
    
    UnexercisedOptions/SARs at
    
    Options/SARs atShares
    
    
    
    
    
    FY-End (#)
    
    FY-End ($)Acquired on
    
    
    
    
    
    Exercisable/
    
    Exercisable/Name
    
    Exercise (#)
    
    Value Realized ($)
    
    Unexercisable
    
    UnexercisableDoug Cannaday(2)
    
    
    0
    
    
    
    0
    
    
    
    400,000Thornton Donaldson(1)
    
    
    0
    
    
    
    0
    
    
    
    375,000




---

|(1) |  | Mr. Donaldson served as President from April, 1998 to May 16, 2002.      
|--- |  | -------------------------------------------------------------------------
|   
|(2) |  | Mr. Cannaday served as
President from May 16, 2002 to September 15, 2003.

Compensation of Directors.

No pension or retirement benefit plan has been instituted by the Company
and none is proposed at this time and there is no arrangement for compensation
with respect to termination of the directors in the event of change of control
of the Company.

Benefit Plans.

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

Repricing of Options.

Options to George Orr issued September 24, 2002 to acquire 550,000 shares
of Common stock at $0.25 until May 30, 2005 were repriced to $0.11 per share on
April 2, 2003 by resolution of the board of directors. Mr. Orr is a consultant
of the Company and receives compensation for his services through the issuance
of stock options from time-to-time. To incentivise Mr. Orr to continue to
perform accounting services for the Company, the board of directors repriced
the options described above to reflect the market price at the time of
repricing. During the year ended April 30, 2003, Mr. Orr also billed the
Company fees for these services of $8,335.59 that remain unpaid.

34



---



##### 






Item 11. Security Ownership of Management and Certain Beneficial Owners

a) Security ownership of management

The following table sets forth as of August 21, 2003, the number of shares
of the Companys outstanding $0.001 par value common stock beneficially owned
by each of the Companys current directors and the Companys executive officers
and the number of shares beneficially owned by all of the Companys current
directors and named executive officers as a group:

Amount and
    
    Percent ofName and Address of
    
    
    
    Nature of Beneficial
    
    CommonBeneficial Owner
    
    Position
    
    Ownership
    
    StockDouglas W. Cannaday
685-440 10816 MacLeod Trail
S. Calgary, Alberta
Canada, T2J 5N8
    
    President(1)
    
    
    600,000
    (1)
    
    
    3.5
    %Thornton J. Donaldson
206  475 Howe Street
Vancouver, B.C. V6C 2B3
Canada
    
    Director
    
    
    672,000
    (2)
    
    
    3.9
    %William G. Timmins
410  455 Granville Street
Vancouver, B.C. V6C 1T1
Canada
    
    Secretary and
Director
    
    
    225,000
    (3)
    
    
    1.3
    %All current directors and
executive officers as a group
(three persons)
    
    
    
    
    1,497,000
    (4)
    
    
    8.7
    %




---

|(1) |  | Mr. Cannaday became President
of the Company on May 16, 2002 and was removed effective
September 15, 2003. Mr.
Cannadays beneficial ownership consists entirely of the following: (i) 300,000
shares of the Companys common stock; (ii) options to purchase 200,000 shares
of the Companys common stock at a price per share of $0.01 pursuant to an
Option Agreement by and between Mr. Cannaday and a third party dated May 6,
2002; and (iii) an option to purchase 100,000 shares of the Companys common
stock at a price per share of $0.27 pursuant to an Option Agreement by and
between Mr. Cannaday, Robert Edwards and Hodgkinson Equities Corporation dated
July 18, 2002, until August 21, 2006.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Mr. Donaldson resigned as President from the Company on May 16, 2002.
Includes 22,000 shares owned by Mr. Donaldsons spouse and 175,000 shares owned
by United Corporate Advisors, Ltd., of which Mr. Donaldson is the President, a
Director and shareholder. Also                                                                                                                                                                                                                                                                                                                                                                                                                                             

35



---



##### 





---

|    |  |                                                                                                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | includes options to purchase 175,000 shares of Common Stock at a price per
share of $0.27 until August 21, 2006 and options to purchase
200,000 shares of Common Stock at a price per share of $0.25 until
May 15, 2005.
|   
|(3) |  | Includes 150,000 shares owned by Mr. Timmins spouse. Also includes
options to purchase 25,000 shares of Common Stock at a price per share of $0.27
until August 21, 2006.                                              
|   
|(4) |  | Includes securities reflected in footnotes 1  3.                                                                                                                                                                       

b) Security Ownership of Certain Beneficial Owners

The following table sets forth as of August 21, 2003, the number of shares
of the Companys outstanding $0.001 par value common stock beneficially owned
by each person who owned of record, or was known to own beneficially, more than
5% of the Companys outstanding shares of common stock:

Amount and Nature
    
    Percentage ofName and Address of
    
    of Beneficial
    
    CommonBeneficial Owner
    
    Ownership
    
    StockOctober Sun
241 Ridge Street,
    
    
    3,950,000
    
    
    
    22.8
    %Fourth Floor, Reno, Nevada 89501


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

d) Securities authorized for issuance under equity compensation plans.

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

36



---



##### 



Number of SecuritiesRemaining AvailableNumber of Securities
    
    
    
    
    
    for Future Issuanceto be Issued upon
    
    Weighted Average
    
    under EquityExercise of
    
    Exercise Price of
    
    Compensation PlansOutstanding
    
    Outstanding
    
    (excluding securitiesOptions, Warrants,
    
    Options, Warrants,
    
    reflected in columnand Rights
    
    and Rights
    
    (a))Plan Category
    
    (a)(1)
    
    (b)
    
    (c)Equity Compensation
Plans Approved by
Security Holders
    
    
    0
    
    
    
    n/a
    
    
    
    0Equity Compensation
Plans Not Approved
    
    
    1,050,000
    
    
    $
    0.27
    
    
    
    0by Security HoldersTotal
    
    
    1,050,000
    
    
    $
    0.27
    
    
    
    0




---

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

Number of SecuritiesRemaining AvailableNumber of
    
    
    
    
    
    for Future IssuanceSecurities to be
    
    
    
    
    
    under EquityIssued upon
    
    Weighted Average
    
    Compensation PlansExercise of
    
    Exercise Price of
    
    (excludingOutstanding
    
    Outstanding
    
    securitiesOptions, Warrants,
    
    Options, Warrants,
    
    reflected in columnand Rights
    
    and Rights
    
    (a))Plan Category
    
    (a)(2)
    
    (b)
    
    (c)Equity Compensation
Plans Approved by
    
    
    0
    
    
    
    n/a
    
    
    
    0Security HoldersEquity Compensation
Plans Not Approved
    
    
    555,000
    
    
    $
    0.25
    
    
    
    0by Security HoldersTotal
    
    
    555,000
    
    
    $
    0.25
    
    
    
    0


37



---



##### 





---

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

Number of SecuritiesRemaining AvailableNumber of
    
    
    
    
    
    for Future IssuanceSecurities to be
    
    
    
    
    
    under EquityIssued upon
    
    Weighted Average
    
    Compensation PlansExercise of
    
    Exercise Price of
    
    (excludingOutstanding
    
    Outstanding
    
    securitiesOptions, Warrants,
    
    Options, Warrants,
    
    reflected in columnand Rights
    
    and Rights
    
    (a))Plan Category
    
    (a)(1)
    
    (b)
    
    (c)Equity Compensation
Plans Approved by
    
    
    0
    
    
    
    n/a
    
    
    
    0Security HoldersEquity Compensation
Plans Not Approved
    
    
    0
    
    
    
    n/a
    
    
    
    250,000by Security HoldersTotal
    
    
    0
    
    
    
    n/a
    
    
    
    250,000




---

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

38



---



##### 






Item 12. Certain Relationships and Related Transactions

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

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

In addition to the consideration received by October Sun in connection
with the Merger Agreement, October Sun was paid by the Company a management fee
in the amount of $72,000 (2002 -$90,410.)

39



---



##### 



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

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

The Company is party to a Joint Venture Agreement dated April 30, 2002
between the Company and Anhydride Oil Corporation (AOC), among others (the
AOC Joint Venture Agreement). AOC is the present owner of the 7-32 well and
AOC License, however upon completion of the testing of the 7-32 Well on or
before September 15, 2002, which is expected to involve the spending of
$156,250 ($250,000 Cdn.) the Company earns its interest. AOC shall retain a
27.25% working interest after payout, subject to gross overriding royalty
interests amounting to 9.5% and government royalties. Out of the 9.5% gross
overriding royalty, 5% is payable to AOC. Additionally, AOC holds an 18.25%
working interest in each of the five API Canada Licenses covering the Athabasca
and the Firebag Prospects. Under certain conditions AOC is entitled to
exercise a Warrant to purchase 600,000 common shares from the Companys
treasury for $0.01 valid until August 30, 2004. The conditions of the warrant
require that a well be successfully completed from which is established
continuous commercial production of petroleum substances for a period of not
less than 30 consecutive days. As the exploration of the Athabasca Prospect
proved not to be successful this warrant has been deemed expired. Upon a
successful well, the Company is obliged to pay to AOC a one-time cash payment
of $60,000 ($100,000 Cdn.), which given that the Athabasca and Firebag
Prospects were written off as of April 30, 2003 will not be paid.

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

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

40



---



##### 



In satisfaction of the above noted obligation to issue options, on
September 24, 2002, the Company issued Mr. Cannaday options to purchase 400,000
shares of Common stock at $0.25 per share until May 6, 2005, which were
cancelled May 28, 2003. During the year ended April 30, 2003 Mr. Cannaday was
paid a total of $86,000 (2002 - $0), including a bonus of $30,000, which was
settled by the issuance of 300,000 bonus shares at a deemed price of $0.10 per
share on July 25, 2003, and a cash bonus of $15,000 Cdn.
Effective September 15, 2003, Mr. Cannaday was removed as
President.

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

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

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

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

41



---



##### 



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

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.

42



---



##### 






PART IV




Item 13. Exhibits and Reports on Form 8-K

(a) Exhibits

3.1
    
    Articles of Incorporation.13.2
    
    Bylaws.14.1
    
    2000 Stock Option Plan.14.2
    
    2002 Stock Option Plan24.3
    
    2003 Stock Option Plan310.1
    
    Option Agreement dated September 10, 2001 and Amendment dated October 10,
2001.410.2
    
    Agreement and Plan of Reorganization with October Sun dated April 30, 2002.510.3
    
    Joint Venture Agreement dated April 30, 2002.610.4
    
    Employment Agreement with Doug Cannaday effective May 6,
2002.610.5
    
    Exploration Agreement dated July 10, 2002.621.1
    
    Subsidiaries of the Registrant, filed herewith.31.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.32.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.




---

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

43



---



##### 



(b) Reports on Form 8-K

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




Item 14. Controls and Procedures

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




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 CORPORATIONDate: September
15, 2003
    
    By:
    
    /s/ Thornton J.
DonaldsonThornton J. Donaldson, PresidentDate: September
15, 2003
    
    By:
    
    /s/ William G. TimminsWilliam G. Timmins, Secretary and
Director


44



---



##### 






EXHIBIT INDEX

3.1
    
    Articles of Incorporation.13.2
    
    Bylaws.14.1
    
    2000 Stock Option Plan.14.2
    
    2002 Stock Option Plan24.3
    
    2003 Stock Option Plan310.1
    
    Option Agreement dated September 10, 2001 and Amendment dated October 10,
2001.410.2
    
    Agreement and Plan of Reorganization with October Sun dated April 30, 2002.510.3
    
    Joint Venture Agreement dated April 30, 2002.610.4
    
    Employment Agreement with Doug Cannaday effective May 6,
2002.610.5
    
    Exploration Agreement dated July 10, 2002.621.1
    
    Subsidiaries of the Registrant, filed herewith.31.1
    
    Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.31.2
    
    Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.32.1
    
    Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.32.2
    
    Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.




---

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

45



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)

Consolidated Financial Statements
April 30, 2003 and 2002
(U.S. Dollars)

INDEX
    
    PageReport of Independent Chartered Accountants
    
    
    1Consolidated Financial StatementsConsolidated Balance Sheets
    
    
    2Consolidated Statements of Operations
    
    
    3Consolidated Statements of Stockholders Equity (Deficiency)
    
    
    4-5Consolidated Statements of Cash Flows
    
    
    6Notes to Consolidated Financial Statements
    
    
    7-25






---



##### 






REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

TO THE SHAREHOLDERS AND DIRECTORS OF URANIUM POWER CORPORATION
(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Uranium Power
Corporation (An Exploration Stage Company) as at April 30, 2003 and 2002 and
the related consolidated statements of operations, stockholders equity
(deficiency) and cash flows for each of the three years ended April 30, 2003,
2002 and 2001 and the cumulative totals for the exploration stage operations
from April 3, 1998 (inception) through April 30, 2003, These financial
statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall
financial statement presentation.

In our opinion, these financial statements presents fairly, in all material
respects, the consolidated financial position of the Company as at April 30,
2003 and 2002 and the consolidated results of its operations and cash flows for
each of the three years ended April 30, 2003, 2002 and 2001 and the cumulative
totals for the exploration stage operations from April 3, 1998 (inception)
through April 30, 2003, in conformity with accounting principles generally
accepted in the United States of America.

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

Pannell Kerr Forster

Chartered Accountants

Vancouver, Canada
August 15, 2003

1



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Balance Sheets (note 2)
April 30
(U.S. Dollars)



---

2003
    
    2002AssetsCurrentCash
    
    $
    0
    
    
    $
    37,154Accounts receivable
    
    
    6,550
    
    
    
    6,271Total Current Assets
    
    
    6,550
    
    
    
    43,425Properties(note 6)
    
    
    1
    
    
    
    747,171Investment in Uranium Holdings Corporation(note 6(d))
    
    
    815
    
    
    
    815Total Assets
    
    $
    7,366
    
    
    $
    791,411LiabilitiesCurrentCheques issued in excess of funds on deposit
    
    $
    836
    
    
    $
    0Accounts payable (note 10)
    
    
    1,085,453
    
    
    
    72,073Due to related parties (note 11)
    
    
    766,391
    
    
    
    444,956Total Current Liabilities
    
    
    1,852,680
    
    
    
    517,029Due to Uranium Holdings Corporation
    
    
    0
    
    
    
    16,856Total Liabilities
    
    
    1,852,680
    
    
    
    533,885Stockholders Equity (Deficiency)Capital StockAuthorized40,000,000 Common stock with a par value of $0.001 each10,000,000 Preferred stock with a par value of $0.001 eachIssued14,284,500 Common stock (2002 - 11,984,500)
    
    
    14,285
    
    
    
    11,985Subscriptions Received(note 9)
    
    
    0
    
    
    
    112,500Treasury Stock(note 9)23,000 Common stock (2002 - 23,000)
    
    
    (23
    )
    
    
    (23
    )Additional Paid-in Capital
    
    
    1,525,812
    
    
    
    1,149,988Deficit Accumulated During Exploration Stage
    
    
    (3,309,838
    )
    
    
    (1,020,714
    )Other Comprehensive Income (Loss)
    
    
    (75,550
    )
    
    
    3,790Total Stockholders Equity (Deficiency)
    
    
    (1,845,314
    )
    
    
    257,526Total Liabilities and Stockholders
Equity (Deficiency)
    
    $
    7,366
    
    
    $
    791,411


Contingency (note 16)

See notes to consolidated financial statements.

2



---



##### 



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



---

FromInception onApril 3, 1998ThroughYear Ended April 30,
    
    April 30,2003
    
    2002
    
    2001
    
    2003ExpendituresExploration costs
    
    $
    803,791
    
    
    $
    0
    
    
    $
    4,864
    
    
    $
    1,220,178Advertising and promotion
    
    
    210,101
    
    
    
    78,703
    
    
    
    0
    
    
    
    323,941Professional fees
    
    
    161,206
    
    
    
    18,657
    
    
    
    15,306
    
    
    
    248,157Consulting
    
    
    121,124
    
    
    
    77,600
    
    
    
    60,000
    
    
    
    258,724Management fee
    
    
    100,721
    
    
    
    90,410
    
    
    
    24,614
    
    
    
    215,745Travel
    
    
    36,818
    
    
    
    30,456
    
    
    
    0
    
    
    
    85,419Office
    
    
    13,306
    
    
    
    5,512
    
    
    
    3,338
    
    
    
    25,242Transfer agent fee
    
    
    9,320
    
    
    
    11,087
    
    
    
    1,583
    
    
    
    24,173Rent
    
    
    5,847
    
    
    
    5,589
    
    
    
    7,438
    
    
    
    26,262Interest and bank charges
    
    
    4,672
    
    
    
    553
    
    
    
    0
    
    
    
    5,225Equity loss from investment
    
    
    0
    
    
    
    0
    
    
    
    19,713
    
    
    
    19,713Incorporation cost written off
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    700Write-off of exploration
property
    
    
    822,218
    
    
    
    34,141
    
    
    
    0
    
    
    
    856,359Net Loss for Period
    
    $
    (2,289,124
    )
    
    $
    (352,708
    )
    
    $
    (136,856
    )
    
    $
    (3,309,838
    )Net Loss Per Share
    
    $
    (0.18
    )
    
    $
    (0.04
    )
    
    $
    (0.02
    )Weighted Average Number
of Shares Outstanding
    
    
    12,525,754
    
    
    
    7,481,354
    
    
    
    7,016,925


See notes to consolidated financial statements.

3



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Stockholders Equity (Deficiency)
Years Ended April 30, 2003
(U.S. Dollars)



---

DeficitAccumulated
    
    TotalAdditional
    
    
    
    
    
    Other
    
    During the
    
    Stockholders'Common Stock
    
    Treasury Stock
    
    Paid-in
    
    Subscriptions
    
    Comprehensive
    
    Exploration
    
    EquityShares
    
    Par Value
    
    Shares
    
    Par Value
    
    Capital
    
    Received
    
    Income
    
    Stage
    
    (Deficiency)Common stock issued on
inception for assets
    
    
    6,000,000
    
    
    $
    6,000
    
    
    
    0
    
    
    $
    0
    
    
    $
    91,834
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    97,834Net loss
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (700
    )
    
    
    (700
    )Balance, April 30, 1998
    
    
    6,000,000
    
    
    
    6,000
    
    
    
    0
    
    
    
    0
    
    
    
    91,834
    
    
    
    0
    
    
    
    0
    
    
    
    (700
    )
    
    
    97,134Common stock issuedFor subscriptions
    
    
    1,000,000
    
    
    
    1,000
    
    
    
    0
    
    
    
    0
    
    
    
    606,005
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    607,005For resource properties
    
    
    200,000
    
    
    
    200
    
    
    
    0
    
    
    
    0
    
    
    
    137,131
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    137,331Share issue costs
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (15,586
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (15,586
    )Net loss
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (210,736
    )
    
    
    (210,736
    )Common stock returned to
treasury for cancellation
    
    
    (922,500
    )
    
    
    (922
    )
    
    
    0
    
    
    
    0
    
    
    
    (554,700
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (555,622
    )Balance April 30, 1999
    
    
    6,277,500
    
    
    
    6,278
    
    
    
    0
    
    
    
    0
    
    
    
    264,684
    
    
    
    0
    
    
    
    0
    
    
    
    (211,436
    )
    
    
    59,526Common stock issued for cash
    
    
    600,000
    
    
    
    600
    
    
    
    0
    
    
    
    0
    
    
    
    299,400
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    300,000Common stock issued for finders fee
    
    
    50,000
    
    
    
    50
    
    
    
    0
    
    
    
    0
    
    
    
    24,950
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    25,000Treasury stock (note 9)
    
    
    0
    
    
    
    0
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    (15,189
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (15,212
    )Share issue costs
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (25,000
    )
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (25,000
    )Net loss
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (319,714
    )
    
    
    (319,714
    )Balance, April 30, 2000
    
    
    6,927,500
    
    
    
    6,928
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    548,845
    
    
    
    0
    
    
    
    0
    
    
    
    (531,150
    )
    
    
    24,600Common stock issued for
financial services
    
    
    120,000
    
    
    
    120
    
    
    
    0
    
    
    
    0
    
    
    
    59,880
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    60,000Other comprehensive income
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    3,534
    
    
    
    0
    
    
    
    3,534Net loss
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (136,856
    )
    
    
    (136,856
    )Balance, April 30, 2001
    
    
    7,047,500
    
    
    $
    7,048
    
    
    
    (23,000
    )
    
    $
    (23
    )
    
    $
    608,725
    
    
    $
    0
    
    
    $
    3,534
    
    
    $
    (668,006
    )
    
    $
    (48,722
    )


See notes to consolidated financial statements.

4



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Consolidated Statements of Stockholders Equity (Deficiency)
Years Ended April 30, 2003
(U.S. Dollars)



---

DeficitOther
    
    Accumulated
    
    TotalAdditional
    
    
    
    
    
    Comprehensive
    
    During the
    
    Stockholders'Common Stock
    
    Treasury Stock
    
    Paid-in
    
    Subscriptions
    
    Income
    
    Exploration
    
    EquityShares
    
    Par Value
    
    Shares
    
    Par Value
    
    Capital
    
    Received
    
    (Loss)
    
    Stage
    
    (Deficiency)Balance, April 30, 2001
    
    
    7,047,500
    
    
    $
    7,048
    
    
    
    (23,000
    )
    
    $
    (23
    )
    
    $
    608,725
    
    
    $
    0
    
    
    $
    3,534
    
    
    $
    (668,006
    )
    
    $
    (48,722
    )Common stock issued for cash
    
    
    987,000
    
    
    
    987
    
    
    
    0
    
    
    
    0
    
    
    
    220,113
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    21,100Subscriptions received
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    112,500
    
    
    
    0
    
    
    
    0
    
    
    
    112,500Stock option compensation
expense
    
    
    0
    
    
    
    0
    
    
    
    
    
    
    
    0
    
    
    
    77,600
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    77,600Other comprehensive income
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    256
    
    
    
    0
    
    
    
    256Common stock deemed to be
issued (note 3)
    
    
    3,950,000
    
    
    
    3,950
    
    
    
    0
    
    
    
    0
    
    
    
    193,550
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    197,500Warrants granted on purchase
(note 3)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    50,000
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    50,000Net loss
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (352,708
    )
    
    
    (352,708
    )Balance, April 30, 2002
    
    
    11,984,500
    
    
    
    11,985
    
    
    
    (23,000
    )
    
    
    (23
    )
    
    
    1,149,988
    
    
    
    112,500
    
    
    
    3,790
    
    
    
    (1,020,714
    )
    
    
    257,526Common stock issued for cash
    
    
    2,300,000
    
    
    
    2,300
    
    
    
    0
    
    
    
    0
    
    
    
    299,700
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    302,000Subscriptions received
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (112,500
    )
    
    
    0
    
    
    
    0
    
    
    
    (112,500
    )Stock option compensation
expense
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    76,124
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    6,124Other comprehensive income
(loss)
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (79,340
    )
    
    
    0
    
    
    
    (79,340
    )Net loss
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (2,289,124
    )
    
    
    (2,289,124
    )Balance, April 30, 2003
    
    
    14,284,500
    
    
    $
    14,285
    
    
    
    (23,000
    )
    
    $
    (23
    )
    
    $
    1,525,812
    
    
    $
    0
    
    
    $
    (75,550
    )
    
    $
    (3,309,838
    )
    
    $
    (1,845,314
    )


See notes to consolidated financial statements.

5



---



##### 



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



---

FromInception onApril 3, 1998Year Ended April 30,
    
    Through2003
    
    2002
    
    2001
    
    April 30, 2003Operating ActivitiesNet loss
    
    $
    (2,289,124
    )
    
    $
    (352,708
    )
    
    $
    (136,856
    )
    
    $
    (3,309,838
    )Adjustments to reconcile net
loss to net cash used in
operating activitiesCompensation expense
    
    
    76,124
    
    
    
    77,600
    
    
    
    0
    
    
    
    153,724Exploration costs acquired for shares
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    137,331Equity loss from investment
    
    
    0
    
    
    
    0
    
    
    
    19,713
    
    
    
    19,713Financial services acquired for shares
    
    
    0
    
    
    
    0
    
    
    
    60,000
    
    
    
    60,000Write-off of exploration property
    
    
    822,218
    
    
    
    34,141
    
    
    
    0
    
    
    
    856,359(1,390,782
    )
    
    
    (240,967
    )
    
    
    (57,143
    )
    
    
    (2,082,711
    )Changes In Non-Cash Working CapitalAccounts receivable
    
    
    (279
    )
    
    
    (5,529
    )
    
    
    4,124
    
    
    
    (6,550
    )Accounts payable
    
    
    934,240
    
    
    
    34,123
    
    
    
    (2,692
    )
    
    
    1,045,180933,961
    
    
    
    28,594
    
    
    
    1,432
    
    
    
    1,038,630Cash Used in Operating Activities
    
    
    (456,821
    )
    
    
    (212,373
    )
    
    
    (55,711
    )
    
    
    (1,044,081
    )Investing ActivityProperty acquisition
    
    
    (75,048
    )
    
    
    (499,670
    )
    
    
    0
    
    
    
    (583,859
    )Financing ActivitiesIssuance of shares for cash
    
    
    302,000
    
    
    
    221,100
    
    
    
    0
    
    
    
    912,921Common stock returned to treasury
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (15,212
    )Share issue costs
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (40,586
    )Advances from Uranium Holdings
Corporation
    
    
    (16,856
    )
    
    
    (15,762
    )
    
    
    32,618
    
    
    
    0Advances from related parties
    
    
    321,435
    
    
    
    444,956
    
    
    
    0
    
    
    
    766,391Subscriptions received
    
    
    (112,500
    )
    
    
    112,500
    
    
    
    0
    
    
    
    0Cheques issued in excess of
funds on deposit
    
    
    836
    
    
    
    (13,853
    )
    
    
    13,853
    
    
    
    836Cash Provided by Financing Activities
    
    
    494,915
    
    
    
    748,941
    
    
    
    46,471
    
    
    
    1,624,350Foreign Currency Translation
    
    
    (200
    )
    
    
    256
    
    
    
    3,534
    
    
    
    3,590Inflow (Outflow) of Cash
    
    
    (37,154
    )
    
    
    37,154
    
    
    
    (5,706
    )
    
    
    0Cash, Beginning of Period
    
    
    37,154
    
    
    
    0
    
    
    
    5,706
    
    
    
    0Cash, End of Period
    
    $
    0
    
    
    $
    37,154
    
    
    $
    0
    
    
    $
    0Non-Cash Financing ActivitiesCommon stock deemed to be issued
for properties
    
    $
    0
    
    
    $
    197,500
    
    
    $
    0
    
    
    $
    432,665Warrants granted on purchase of
properties
    
    $
    0
    
    
    $
    50,000
    
    
    $
    0
    
    
    $
    50,000Common stock issued for
services
    
    $
    0
    
    
    $
    0
    
    
    $
    60,000
    
    
    $
    85,000


See notes to consolidated financial statements.

6



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|1. |  | ORGANIZATION AND NATURE OF BUSINESS
|-- |  | -----------------------------------



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



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



|2. |  | GOING CONCERN
|-- |  | -------------



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



| |  | The Company has a working capital deficit of $1,846,130 (2002 -
$473,604), minimal other capital resources presently available to
meet obligations which normally can be expected to be incurred by
similar companies and has accumulated stockholders deficiency of
$1,845,314 (2002 - equity $257,526). In prior years the investment
in resource properties comprised significantly all of the Companys
assets. These investments have been written off in the 2003 fiscal
year as the Company currently has no plans for further development
of these properties.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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

7



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|3. |  | ACQUISITION OF ASSETS
|-- |  | ---------------------



| |  | On April 30, 2002, the Company entered into and consummated the
transactions contemplated by an Agreement and Plan of Reorganization (the
Merger Agreement), whereby Anhydride USA, a Colorado corporation, a
wholly owned subsidiary of October Sun, a Nevada corporation (October
Sun) was merged with and into a wholly owned subsidiary of the Company.
Upon consummation of the Merger Agreement, Anhydride USA, the surviving
corporation of the merger, became a wholly owned subsidiary of the
Company and Anhydride Canada, its wholly owned subsidiary, became an
indirect subsidiary of the Company, in exchange for the issuance of (a)
3,950,000 shares of common stock of the Company (b) a warrant to purchase
500,000 shares of common stock at an exercise price of $0.01 per share,
upon successful completion of certain petroleum wells (note 8); which was
cancelled and replaced with a warrant to a different party for 600,000
shares on similar terms with an expiry date of August 30, 2004; and (c) a
demand promissory note in the principal amount of $100,000 (note 11(d)).
As per the Merger Agreement, the 3,950,000 shares were deemed to have
been issued on April 30, 2002 (note 6(e)(b)(iii)).
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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

Current assets
    
    
    
    
    
    $
    1,587Other assets  property
    
    
    
    
    
    
    237,601239,188Total liabilities
    
    
    
    
    
    
    (326,256
    )Net assets (liabilities) acquired
    
    
    
    
    
    
    (87,068
    )Consideration paid:Common stock
    
    $
    197,500Warrants
    
    
    50,000Note payable
    
    
    100,000
    
    
    
    347,500Excess of consideration paid over net assets
(liabilities) acquired, allocated to the
acquisition cost of property
    
    
    
    
    
    $
    (434,568
    )


8



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|3. |  | ACQUISITION OF ASSETS(Continued)
|-- |  | --------------------------------



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

Firebag
    
    OilProspect
    
    Prospect
    
    TotalInitial cash payment
    
    $
    0
    
    
    $
    75,000
    
    
    $
    75,000Assumption of Anhydride Canada
obligations
    
    
    26,769
    
    
    
    210,833
    
    
    
    237,603Excess of consideration paid
over net assets acquired
    
    
    0
    
    
    
    434,568
    
    
    
    434,568$
    26,769
    
    
    $
    720,401
    
    
    $
    747,171




|4. |  | SIGNIFICANT ACCOUNTING POLICIES
|-- |  | -------------------------------



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



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



| | (b) |  | Investment
| | --- |  | ----------



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



| | (c) |  | Foreign currency translation
| | --- |  | ----------------------------



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



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



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



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



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

9



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|4. |  | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- |  | ------------------------------------------



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



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



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



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



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



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



| | (g) |  | Income taxes
| | --- |  | ------------



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



| | (h) |  | Stock-based compensation
| | --- |  | ------------------------



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

10



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|4. |  | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- |  | ------------------------------------------



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

2003
    
    2002
    
    2001Net loss, as reported
    
    $
    (2,289,124
    )
    
    $
    (352,708
    )
    
    $
    (136,856
    )Deduct:Total stock-based
expense determined
under value based
method awards, net
of related tax
effects
    
    
    (137,175
    )
    
    
    (24,250
    )
    
    
    0Net loss, pro-forma
    
    $
    (2,426,299
    )
    
    $
    (376,958
    )
    
    $
    (136,856
    )


2003
    
    2002
    
    2001Net loss per share, as reported
    
    $
    (0.18
    )
    
    $
    (0.04
    )
    
    $
    (0.02
    )Add:Stock-based expense determined
under fair value based method
awards, net of related tax effects
    
    
    (0.01
    )
    
    
    (0.00
    )
    
    
    (0.00
    )Net loss per share, pro-forma
    
    $
    (0.19
    )
    
    $
    (0.04
    )
    
    $
    (0.02
    )




| |  |  | During the year ended April 30, 2003, 1,560,000 options were
granted to consultants. These options were accounted for using the
Black-Scholes option-pricing model, which resulted in consulting
expenses totalling $76,124 (2002 - $77,600; 2001 - $Nil).
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

2003
    
    2002Expected life (years)
    
    
    2
    
    
    
    5Interest rate
    
    
    3.00
    %
    
    
    5.00
    %Volatility
    
    
    70.86
    %
    
    
    30.09
    %Dividend yield
    
    
    0.00
    %
    
    
    0.00
    %


11



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|4. |  | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- |  | ------------------------------------------



| | (i) |  | Recent accounting pronouncements
| | --- |  | --------------------------------



| |  |  | In December 2002, FASB issued SFAS 148, Accounting for Stock-based
Compensation  Transition and Disclosure, an amendment to SFAS
123. SFAS 148 provides two additional transition methods for
entities that adopt the preferable method of accounting for
stock-based compensation. Further, the statement requires
disclosure of comparable information for all companies regardless
of whether, when or how an entity adopts the preferable, fair value
method of accounting. These disclosures are now required for
interim periods in addition to the traditional annual disclosure.
The amendment to SFAS 123, which provides for additional methods,
are effective for the periods beginning after December 15, 2002,
although earlier application is permitted. The amendments to the
disclosure requirements are required for financial reports
containing condensed financial statements for interim periods
beginning after December 15, 2002. The Company adopted these
requirements effective April 30, 2003.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. |  | FINANCIAL INSTRUMENTS
|-- |  | ---------------------



| | (i) |  | Fair value
| | --- |  | ----------



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



| | (ii) |  | Interest rate risk
| | ---- |  | ------------------



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



| | (iii) |  | Translation risk
| | ----- |  | ----------------



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

12



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|6. |  | PROPERTIES
|-- |  | ----------

Hocking
    
    NorthernAthabasca
    
    Lake and
    
    MiningFirebag
    
    Oil
    
    Henday ake
    
    DistrictProspect
    
    Prospect
    
    Properties
    
    Saskatchewan(note 6(f))
    
    (note 6(e))
    
    (note 6(a))
    
    (note 6(c))
    
    TotalBalance, April 30, 2001
    
    $
    0
    
    
    $
    0
    
    
    $
    1
    
    
    $
    34,141
    
    
    $
    34,142Acquisition of property
    
    
    26,769
    
    
    
    720,401
    
    
    
    0
    
    
    
    0
    
    
    
    747,170Write-off of exploration
property
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    (34,141
    )
    
    
    (34,141
    )Balance, April 30, 2002
    
    
    26,769
    
    
    
    720,401
    
    
    
    1
    
    
    
    0
    
    
    
    747,171Acquisition of property
    
    
    18,176
    
    
    
    56,872
    
    
    
    0
    
    
    
    0
    
    
    
    75,048Write-off exploration
property
    
    
    (44,945
    )
    
    
    (777,273
    )
    
    
    0
    
    
    
    0
    
    
    
    (822,218
    )Balance, April 30, 2003
    
    $
    0
    
    
    $
    0
    
    
    $
    1
    
    
    $
    0
    
    
    $
    1




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



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



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



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

13



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|6. |  | PROPERTIES(Continued)
|-- |  | ---------------------



| | (b) |  | Saskatchewan Uranium Properties
| | --- |  | -------------------------------



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



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



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



| |  |  | The Company has not met its exploration requirements as of April
30, 2003 and as such, the claims have reverted back to the original
optionor and the Company no longer maintains any interest on these
claims.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | Northern mining property
| | --- |  | ------------------------



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



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



| |  |  | As of April 30, 2002, the Companys claim on this property had
lapsed and the property was written off.
| |  |  | -------------------------------------------------------------------------------------------------------

14



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|6. |  | PROPERTIES(Continued)
|-- |  | ---------------------



| | (d) |  | Uranium Holdings Corporation
| | --- |  | ----------------------------



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



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



| |  |  | The Company will continue to hold a 20% interest in the claims
transferred to UHC regardless of the equity issued subsequent to
the incorporation of UHC. The Company shall have a carried
interest in the claims until such time as a total of $163,334 (CDN
 - $250,000) inclusive of the $94,080 (CDN - $144,000) required for
the first work program has been expended. As of April 30, 2003,
$177,959 (2002 - $145,084) had been spent on the property.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

15



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|6. |  | PROPERTIES(Continued)
|-- |  | ---------------------



| | (e) |  | Athabaska Oil Prospect
| | --- |  | ----------------------



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



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



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



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



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



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



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



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



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



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



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

16



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|6. |  | PROPERTIES(Continued)
|-- |  | ---------------------



| |  |  | The Athabasca Prospect is located adjacent to the city of Fort
McMurray, which is located in the northeast part of the Province of
Alberta, Canada. The prospect is comprised of four Alberta
petroleum and natural gas licenses covering 97 sections of land
(62,080 acres). Three of the licenses were acquired by Anhydride
Canada directly from the Government of the Province of Alberta and
pertain to petroleum and natural gas below the Woodbend formation.
Separately Anhydride Canada holds the right to earn an interest in
another license, covering one section of land below the base of
Precambrian formation, which contains a suspended well (the 7-32
Well). This right is subject to the Company beginning a $156,250
(CDN $250,000) testing program on the 7-32 Well on or before
September 15, 2002 (done).
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| | (f) |  | Firebag Prospect
| | --- |  | ----------------



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



|7. |  | STOCK OPTION PLAN
|-- |  | -----------------



| |  | During the year ended April 30, 2000, the Company adopted an incentive
and a non-statutory stock option plan effective June 15, 2000 whereby up
to 1,200,000 shares of common stock may be optioned. The stock option
plan has not been adopted or ratified by shareholders (the 2000 Plan).
Incentive options may be granted for a period of up to ten years
following the effective date of the plan and once granted. The plan will
terminate in ten years. During the year ended April 30, 2003 the Company
amended the plan so that it now allows for incentive stock options to be
granted at less than 100% of fair market value (as defined) per share on
the date of grant. During the year ended April 30, 2003, the Company
cancelled 400,000 of the options under the 2000 Plan and granted to a
consultant 250,000 options to purchase that amount of shares at $0.27 per
share up to August 21, 2006. As at April 30, 2003 the Company had
options outstanding to acquire 1,050,000 shares under the 2000 plan at
$0.27 per share until August 21, 2006.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

17



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2000 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|7. |  | STOCK OPTION PLAN(Continued)
|-- |  | ----------------------------



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



| |  | During the year ended April 30, 2003, the Company adopted an incentive
and a non-statutory stock option plan effective September 24, 2002
whereby up to 2,500,000 shares of common stock may be optioned. The
stock option plan has not been adopted or ratified by shareholders (the
2002 Plan). Incentive options may be granted at any price for a period
of up to ten years following the date of the plan. During the year, the
Company originally granted 1,915,000 options at $0.25 per share under the
2002 plan to directors, officers, employees and consultants that expire
May 15, 2004 as to 965,000 options, on May 6, 2005 as to 400,000 options,
and on May 30, 2005 as to 550,000 options. Subsequent to this issue, the
Company cancelled 410,000 of these options which would have expired May
15, 2004. The Company then issued in March 2003, 585,000 options to a
consultant to purchase that many shares at $0.20 per share expiring March
20, 2004, and also issued in April 2003, 410,000 to a consultant to
purchase that many shares at $0.12 expiring April 25, 2003.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | During the year ended April 30, 2003, the Company repriced 550,000
options originally issued under the 2002 plan to an employee of the
Company at $0.25 per share, down to $0.11 per share, which was the market
price at the time of repricing. Upon repricing the shares became
variable, however the shares were exercised immediately and therefore no
additional compensation expense has been accrued.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

WeightedExercise
    
    AverageNumber
    
    Price
    
    Exerciseof Shares
    
    Per Share
    
    PriceBalance, April 30, 2001
    
    $
    0
    
    
    $
    0.00
    
    
    $
    0.00Granted during year
    
    
    1,200,000
    
    
    $
    0.27 to $0.50
    
    
    
    0.30Balance, April 30, 2002
    
    
    1,200,000
    
    
    $
    0.27 to $0.50
    
    
    $
    0.30Granted during year
    
    
    3,310,000
    
    
    $
    0.12 to $0.27
    
    
    $
    0.24Cancelled
    
    
    (810,000
    )
    
    $
    0.25 to $0.27
    
    
    $
    0.22Exercised
    
    
    (1,135,000
    )
    
    $
    0.11 to $0.20
    
    
    $
    0.16Expired
    
    
    (150,000
    )
    
    $
    0.27
    
    
    $
    0.27Balance, April 30, 2003
    
    
    2,415,000
    
    
    $
    0.12 to $0.27
    
    
    $
    0.24


18



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2000 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|7. |  | STOCK OPTION PLAN(Continued)
|-- |  | ----------------------------



| |  | Share purchase options are outstanding as follows at April 30:
| |  | --------------------------------------------------------------

Exercise
    
    Number of SharesExpiry Date
    
    Price
    
    2003
    
    2002August 21, 2006
    
    $
    0.27
    
    
    
    1,050,000
    
    
    
    1,050,000March 31, 2003
    
    $
    0.50
    
    
    
    0
    
    
    
    150,000May 6, 2005
    
    $
    0.25
    
    
    
    400,000
    
    
    
    0May 15, 2004
    
    $
    0.25
    
    
    
    455,000
    
    
    
    0April 15, 2004
    
    $
    0.25
    
    
    
    100,000
    
    
    
    0April 25, 2004
    
    $
    0.12
    
    
    
    410,000
    
    
    
    02,415,000
    
    
    
    1,200,000




|8. |  | WARRANTS
|-- |  | --------



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



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



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



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

19



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2000 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|9. |  | COMMON STOCK
|-- |  | ------------



| | (a) |  | Treasury stock
| | --- |  | --------------



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



| | (b) |  | Private placements
| | --- |  | ------------------



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



| | (c) |  | Stock options
| | --- |  | -------------



| |  |  | During the year ended April 30, 2003, 1,135,000 stock options were
exercised by certain of the holders for total proceeds of $117,500.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------



|10. |  | ACCOUNTS PAYABLE
|--- |  | ----------------



| |  | Accounts payable at April 30 consists of the following:
| |  | -------------------------------------------------------

2003
    
    2002Trade accounts payable
    
    $
    837,355
    
    
    $
    57,631Advances from third parties
    
    
    248,098
    
    
    
    14,442$
    1,085,453
    
    
    $
    72,073


20



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2000 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|11. |  | RELATED PARTY TRANSACTIONS
|--- |  | --------------------------



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



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



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



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



| | (d) |  | During the year ended April 30, 2003, the Company was charged
management fees of $72,000 (2002 - $90,410) by October Sun from whom
the Company acquired Anhydride USA. October Sun is related to the
Company by way of significant influence of which $497,729 was
included in due to related parties. As of April 30, 2003, $509,290
(2002 - $310,863) was owed to October Sun. Of this balance, up to
$400,000 (2002 - $100,000) is covered by way of a convertible note
which bears interest at 6% and may be converted into units at the
lower of $0.25 per unit or the then market on the date of conversion
until September 30, 2003. At April 30, 2003, October Sun waived all
rights to the interest for the year. Each unit is to consist of one
common share of the Company and a warrant to purchase an additional
common share at 133% of the unit price for one year following the
date of conversion. Any shares issued on conversion shall carry
with them registration rights. The balances of funds owed are
without interest or stated terms of repayment.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) |  | Included in 2003 exploration costs is $57,230 related to an
officer who was active in the Companies exploration programs. This
same officer also received $28,770 in management fees. As at April
30, 2003 a total of $33,200 was due to this officer. Subsequent to
April 30, 2003 $30,000 of this amount was settled by the officer
exercising option to acquire 300,000 common shares.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (f) |  | The Company accrued fees of $3,271 in 2003 to a director and
officer, which are included in advertising and promotion expenses.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------



| | (g) |  | United Corporate Advisors (UCA) is related to the Company
by way of common directors. As of April 30, 2003, $232,191 (2002 -
$134,093) was owed to UCA and included in due to related parties.
Of this balance, $195,000 is covered by way of a convertible note
which bears interest at 6%. At April 30, 2003, UCA waived all
rights to the interest for the year. Each unit is to consist of one
common share of the Company and a warrant to purchase an additional
common share at 133% of the unit price for one year following the
date of conversion. Any shares issued on conversion shall carry
with them registration rights. The balances of funds owed are
without interest or stated terms of repayment.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2000 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|12. |  | COMPREHENSIVE LOSS
|--- |  | ------------------

2003
    
    2002
    
    2001Net loss
    
    $
    (2,289,124
    )
    
    $
    (352,708
    )
    
    $
    (136,856
    )Other comprehensive income
(loss)
    
    
    (79,340
    )
    
    
    256
    
    
    
    3,534$
    (2,368,464
    )
    
    $
    (352,452
    )
    
    $
    (133,322
    )




|13. |  | INCOME TAXES
|--- |  | ------------



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



| |  | At April 30, 2003, Uranium Power Corporation has available a net
operating loss carry forward of approximately $1,305,000 (2002 -
$767,300) which it may use to offset future United States federal taxable
income. The net operating loss carry forward if not utilized, will begin
to expire in 2017.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Anhydride Canada has net operating losses of approximately $433,000 (2002
 - $71,743) which may be applied against future taxable income generated
in Canada which begin to expire in 2009. Anhydride Canada also has a
total of $1,129,000 (2002 - $250,200) in pooled Canadian exploration
expenditures which may be carried forward indefinitely and applied
against future taxable income.
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|14. |  | FARMOUT AGREEMENTS
|--- |  | ------------------



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



| | (a) |  | Anhydride Petroleum Limited Partnership (the Limited
Partnership)
| | --- |  | -------------------------------------------------------------------



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



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

22



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|14. |  | FARMOUT AGREEMENTS(Continued)
|--- |  | -----------------------------



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



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



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



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



| |  |  | Based on the Limited Partnerships exploration expenditures of
$313,725 ($483,000 CDN) as at April 30, 2003 they were entitled to
warrants to acquire 483,000 common shares at $0.25 per share, which
subsequently expired.
| |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|14. |  | FARMOUT AGREEMENTS(Continued)
|--- |  | -----------------------------



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



| | (b) |  | Other joint venture partners
| | --- |  | ----------------------------



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



| |  |  | Pursuant to the Exploration Agreements the Company acquired an
option to acquire their working interests back on terms similar to
those granted by the Limited Partnership. In exchange for
acquiring the options the Company has agreed to issue warrants to
purchase up to 410,000 common shares at an exercise price of $0.25
per share. The Company has not yet issued these warrants.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | PNG Ventures, Inc. (PNGV)
| | --- |  | ---------------------------



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



|15. |  | SUBSEQUENT EVENTS
|--- |  | -----------------



| | (a) |  | Settlement with Anhydride Canada creditors
| | --- |  | ------------------------------------------



| |  |  | In an attempt to settle outstanding liabilities of Anhydride
Canada, the Company made an offer to creditors to settle
outstanding debts for shares of the Company at $0.104 ($0.15 CDN)
per share. The Company has received acceptances from creditors
totalling $288,743 ($416,484 CDN) which represents 2,776,560 common
shares. To date, the shares have yet to be issued.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

24



---



##### 



URANIUM POWER CORPORATION
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Years Ended April 30, 2003, 2002 and 2001 and Period From April 3, 1998
(Inception) Through April 30, 2003
(U.S. Dollars)



---



|15. |  | SUBSEQUENT EVENTS(Continued)
|--- |  | ----------------------------



| | (b) |  | Stock option plan
| | --- |  | -----------------



| |  |  | On June 20, 2003, the Company adopted an incentive and
non-statutory stock option plan, whereby 2,500,000 shares of common
stock may be optioned. The stock option plan has not been adopted
or ratified by the shareholders of the Company (the 2003 plan).
Incentive options may be granted at any price for a period of up to
ten years. The Company issued a total of 1,450,000 options under
the 2003 plan at $0.10, 300,000 options at $0.09 and 500,000
options at $0.06. All of these options issued under the 2003 plan
were exercised subsequent to the year-end, for which the Company
issued a total of 2,250,000 common shares, for gross proceeds of
$202,000.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Also subsequent to the year end, the Company cancelled 400,000
options under the 2002 plan to purchase that many shares at $0.25
per share expiring May 6, 2005. These options were then reissued
at $0.11 per share expiring June 28, 2004. Pursuant to the 2002
plan, the Company issued subsequent to year-end, a total of 810,000
shares for gross proceeds of $93,200.
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) |  | Catalytic Process license agreement
| | --- |  | -----------------------------------



| |  |  | On August 12, 2003, the Company became party to an exclusive
license agreement for Canada, Central and South America with Earth
Energy Resources Ltd. (Earth Energy) and West Peak Ventures of
Canada Ltd. (West Peak) for the use of Earth Energys proprietary
catalytic process, subject to yet to be agreed upon compensation to
West Peak for assigning the license agreement to the Company. The
process includes a proprietary Catalyst in conjunction with
processing equipment to separate hydrocarbons from sand, shale or
oil. Under the terms of the underlying license agreement with
Earth Energy, the Company will pay $347,222 ($500,000 CDN) by 2005
with an initial payment of $69,444 ($100,000 CDN). The Company
will also pay a royalty of 7% and will purchase catalyst and
processing equipment from Earth Energy Resources Ltd. for cost plus
25%. The Central and South American license agreement is a
three-year option on the same terms with the exception that the
license fee is a one-time payment of $500,000 US.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|16. |  | CONTINGENCY
|--- |  | -----------



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

25