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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2008

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________

Commission File Number: 000-52824

AMERICAN URANIUM
CORPORATION(Exact name of registrant as specified in its
charter)

|Nevada                                                               | 98-0491170                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1600-17th Street, Suite 2800 South, Denver CO                        | 80202                               
|(Address of principal executive offices)                             | (Zip Code)                          

(303) 634-2265(Registrants telephone number,
including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report

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

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer | [ ] |                                               | Accelerated filer         | [ ]
|----------------------- | --- | --------------------------------------------- | ------------------------- | ---
|Non-accelerated filer   | [ ] | (Do not check if a smaller reporting company) | Smaller reporting company | [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date:
46,207,625shares of common stock issued and outstanding as of
July 14, 2008

1

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PART I FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

|AMERICAN URANIUM CORPORATION                                          |   |             |   |   |             |  
|--------------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|(An Exploration Stage Company)                                        |   |             |   |   |             |  
|CONSOLIDATED BALANCE SHEETS                                           |   |             |   |   |             |  
|(Expressed in United States Dollars)                                  |   |             |   |   |             |  
|(Unaudited -
      Prepared by Management)                            |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|                                                                      |   | May 31      |   |   | February 29 |  
|                                                                      |   | 2008        |   |   | 2008        |  
|                                                                      |   | (Unaudited) |   |   |             |  
|                                                                      |   |             |   |   |             |  
|ASSETS                                                                |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|Current                                                               |   |             |   |   |             |  
|Cash and cash
      equivalents                                       | $ | 3,399,593   |   | $ | 4,104,596   |  
|Prepaid expenses                                                      |   | -           |   |   | 275,000     |  
|Exploration
      advances to Strathmore Resources (US) Ltd. (Note 4) |   | 180,898     |   |   | -           |  
|Total current assets                                                  |   | 3,580,491   |   |   | 4,379,596   |  
|                                                                      |   |             |   |   |             |  
|Equipment (Note 3)                                                    |   | 8,443       |   |   | 8,960       |  
|                                                                      |   |             |   |   |             |  
|Mineral property
      interests (Note 4)                             |   | 8,160,000   |   |   | 8,160,000   |  
|                                                                      |   |             |   |   |             |  
|Total
      assets                                                    | $ | 11,748,934  |   | $ | 12,548,556  |  
|                                                                      |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                  |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|Current                                                               |   |             |   |   |             |  
|Accounts payable
      and accrued liabilities                        | $ | 872,196     |   | $ | 897,278     |  
|Due to related party (Note 6)                                         |   | 13,889      |   |   | -           |  
|Due to
      Strathmore Resources (US) Ltd. (Note 4)                  |   | -           |   |   | 158,582     |  
|                                                                      |   | 886,085     |   |   | 1,055,860   |  
|                                                                      |   |             |   |   |             |  
|Stockholders' Equity                                                  |   |             |   |   |             |  
|                                                                      |   |             |   |   |             |  
|Common stock, 5,000,000,000
      shares authorized with a par value  |   | 462         |   |   | 462         |  
|of $0.00001 (issued: May 31, 2008 - 46,207,625;                       |   |             |   |   |             |  
|February
      29, 2008 - 46,207,625)                                 |   |             |   |   |             |  
|Additional
      paid-in capital                                      |   | 14,550,772  |   |   | 14,426,442  |  
|Donated capital                                                       |   | 21,750      |   |   | 21,750      |  
|Deficit
      accumulated during exploration stage                    |   | (3,710,135  | ) |   | (2,955,958  | )
|                                                                      |   |             |   |   |             |  
|Total stockholders' equity                                            |   | 10,862,849  |   |   | 11,492,696  |  
|                                                                      |   |             |   |   |             |  
|Total liabilities and stockholders' equity                            | $ | 11,748,934  |   | $ | 12,548,556  |  
|                                                                      |   |             |   |   |             |  
|Nature and continuance of operations
      (Note 1)                   |   |             |   |   |             |  

The accompanying notes are an integral part of these financial
statements.

2

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|AMERICAN URANIUM CORPORATION                 |   |                    |   |   |                   |   |   |              |  
|-------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ------------ | -
|(An Exploration Stage Company)               |   |                    |   |   |                   |   |   |              |  
|CONSOLIDATED STATEMENTS OF OPERATIONS        |   |                    |   |   |                   |   |  
|(Unaudited)                                  |   |                    |   |   |                   |   |   |              |  
|(Expressed in
      United States Dollars)   |   |                    |   |   |                   |   |   |              |  
|                                             |   |                    |   |   |                   |   |   |              |  
|                                             |   | Three months ended |   |   | Inception         |  
|                                             |   | May 31             |   |   | March 23, 2005 to |  
|                                             |   | 2008               |   |   | 2007              |   |   | May 31, 2008 |  
|                                             |   |                    |   |   |                   |   |   |              |  
|Expenses                                     |   |                    |   |   |                   |   |   |              |  
|                                             |   |                    |   |   |                   |   |   |              |  
|Consulting fees                              | $ | 43,628             |   | $ | -                 |   | $ | 116,477      |  
|Depreciation                                 |   | 517                |   |   | 270               |   |   | 2,549        |  
|Financing costs                              |   | -                  |   |   | -                 |   |   | 761,565      |  
|General and administrative (Note
      6)    |   | 45,902             |   |   | 2,357             |   |   | 96,785       |  
|Investor
      relations                     |   | 109,945            |   |   | -                 |   |   | 257,314      |  
|Legal and audit                              |   | 100,141            |   |   | 32,925            |   |   | 329,541      |  
|Management fees
      (Note 6)               |   | 161,238            |   |   | 1,500             |   |   | 746,347      |  
|Mineral property expenditures
      (Note 4) |   | 311,773            |   |   | -                 |   |   | 1,525,051    |  
|                                             |   |                    |   |   |                   |   |   |              |  
|Loss before other item                       |   | (773,144           | ) |   | (37,052           | ) |   | (3,835,629   | )
|Interest income                              |   | 18,967             |   |   | -                 |   |   | 125,494      |  
|                                             |   |                    |   |   |                   |   |   |              |  
|Net Loss                                     | $ | (754,177           | ) | $ | (37,052           | ) | $ | (3,710,135   | )
|                                             |   |                    |   |   |                   |   |   |              |  
|Basic and diluted loss per share             | $ | (0.02              | ) | $ | (0.00             | ) |   |              |  
|                                             |   |                    |   |   |                   |   |   |              |  
|Weighted average number                      |   |                    |   |   |                   |   |   |              |  
|of shares outstanding                        |   | 46,207,625         |   |   | 276,487,500       |   |   |              |  

The accompanying notes are an integral part of these financial
statements.

3

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|AMERICAN URANIUM CORPORATION                                 |   |                    |   |   |                |   |   |              |  
|------------------------------------------------------------ | - | ------------------ | - | - | -------------- | - | - | ------------ | -
|(An Exploration Stage Company)                               |   |                    |   |   |                |   |   |              |  
|CONSOLIDATED STATEMENTS OF CASH FLOWS                        |   |                    |   |   |                |   |   |              |  
|(Unaudited)                                                  |   |                    |   |   |                |   |   |              |  
|                                                             |   |                    |   |   |                |   |   | Inception    |  
|                                                             |   | Three months ended |   |   | March 23, 2005 |  
|                                                             |   | May 31             |   |   | to             |  
|                                                             |   | 2008               |   |   | 2007           |   |   | May 31, 2008 |  
|                                                             |   |                    |   |   |                |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                         |   |                    |   |   |                |   |   |              |  
|Net loss                                                     | $ | (754,177           | ) | $ | (37,052        | ) | $ | (3,676,385   | )
|Items not affecting cash:                                    |   |                    |   |   |                |   |   |              |  
|Depreciation                                                 |   | 517                |   |   | 270            |   |   | 2,549        |  
|Donated rent and services                                    |   | -                  |   |   | 2,250          |   |   | 21,750       |  
|Stock-based
      compensation                               |   | 124,330            |   |   | -              |   |   | 575,328      |  
|Changes in assets and liabilities:                           |   |                    |   |   | -              |   |   | -            |  
|Prepaid expenses                                             |   | 275,000            |   |   | -              |   |   | -            |  
|Exploration advances to
      Strathmore Resources (US) Ltd. |   | (339,480           | ) |   | -              |   |   | (180,898     | )
|Due to related
      party                                   |   | 13,889             |   |   | (14,191        | ) |   | 13,889       |  
|Accounts payable and accrued
      liabilities               |   | (25,082            | ) |   | 33,746         |   |   | 776,571      |  
|Net cash used in operating
      activities                  |   | (705,003           | ) |   | (14,977        | ) |   | (2,467,196   | )
|                                                             |   |                    |   |   |                |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                         |   |                    |   |   |                |   |   |              |  
|Proceeds from issuance of capital stock                      |   | -                  |   |   | 150,000        |   |   | 6,399,355    |  
|Cost of share issuance                                       |   | -                  |   |   | -              |   |   | (221,574     | )
|Net cash provided by financing activities                    |   | -                  |   |   | 150,000        |   |   | 6,177,781    |  
|                                                             |   |                    |   |   |                |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES                         |   |                    |   |   |                |   |   |              |  
|Acquisition of mineral rights                                |   | -                  |   |   | -              |   |   | (300,000     | )
|Purchase of equipment                                        |   | -                  |   |   | (10,992        | ) |   | (10,992      | )
|Net cash used in investing
      activities                  |   | -                  |   |   | (10,992        | ) |   | (310,992     | )
|                                                             |   |                    |   |   |                |   |   |              |  
|Change in cash and cash equivalents                          |   |                    |   |   |                |   |   |              |  
|during the period                                            |   | (705,003           | ) |   | 124,031        |   |   | 3,399,593    |  
|                                                             |   |                    |   |   |                |   |   |              |  
|Cash and cash
      equivalents, beginning of period         |   | 4,104,596          |   |   | 27,128         |   |   | -            |  
|                                                             |   |                    |   |   |                |   |   |              |  
|Cash and cash
      equivalents, end of period               | $ | 3,399,593          |   | $ | 151,159        |   | $ | 3,399,593    |  
|                                                             |   |                    |   |   |                |   |   |              |  
|Cash paid for
      interest during the period               | $ | -                  |   | $ | -              |   |   |              |  
|                                                             |   |                    |   |   |                |   |   |              |  
|Cash paid for
      income taxes during the period           | $ | -                  |   | $ | -              |   |   |              |  
|                                                             |   |                    |   |   |                |   |   |              |  
|Supplemental Disclosures                                     |   |                    |   |   |                |   |   |              |  
|Interests paid                                               |   | -                  |   |   | -              |   |   |              |  
|Income taxes paid .                                          |   | -                  |   |   | -              |   |   |              |  
|                                                             |   |                    |   |   |                |   |   |              |  
|Cash and cash equivalents:                                   |   |                    |   |   |                |   |   |              |  
|Cash on deposit                                              | $ | 3,399,593          |   |   | 151,159        |   |   |              |  

The accompanying notes are an integral part of these financial
statements.

4

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|AMERICAN URANIUM CORPORATION            |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|--------------------------------------- | ------------ | - | - | --------- | - | - | ---------- | - | - | ------- |  | - | ----------- | - | - | ------------- | -
|(Formerly Alpine Resources Corporation) |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|(An Exploration Stage Company)          |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|STATEMENT OF STOCKHOLDERS' EQUITY       |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|(Unaudited)                             |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|                                        |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|                                        |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|                                        |              |   |   |           |   |   |            |   |   |         |  |   | Deficit     |   |   |               |  
|                                        |              |   |   |           |   |   |            |   |   |         |  |   | Accumulated |   |   |               |  
|                                        | Number of    |   |   |           |   |   | Additional |   |   |         |  |   | During the  |   |   | Total         |  
|                                        | common       |   |   |           |   |   | Paid-in    |   |   | Donated |  |   | Exploration |   |   | Stockholders' |  
|                                        | shares       |   |   | Par Value |   |   | Capital    |   |   | Capital |  |   | Stage       |   |   | Equity        |  
|                                        |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|Balance, March 23, 2005                 |              |   | $ | -         |   | $ | -          |   | $ | -       |  | $ | -           |   | $ | -             |  
|(date of inception)                     |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|Shares issued:                          |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|Initial capitalization                  | 250,000,000  |   |   | 2,500     |   |   | (2,450     | ) |   | -       |  |   | -           |   |   | 50            |  
|Donated services                        | -            |   |   | -         |   |   | -          |   |   | 8,250   |  |   | -           |   |   | 8,250         |  
|Net
      loss for the period           | -            |   |   | -         |   |   | -          |   |   | -       |  |   | (23,321     | ) |   | (23,321       | )
|Balance, February 28, 2006              | 250,000,000  |   |   | 2,500     |   |   | (2,450     | ) |   | 8,250   |  |   | (23,321     | ) |   | (15,021       | )
|Shares issued:                          |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|Private
      placement                 | 26,487,500   |   |   | 265       |   |   | 52,665     |   |   | -       |  |   | -           |   |   | 52,930        |  
|Donated services                        | -            |   |   | -         |   |   | -          |   |   | 9,000   |  |   | -           |   |   | 9,000         |  
|Net loss for the year                   | -            |   |   | -         |   |   | -          |   |   |         |  |   | (36,464     | ) |   | (36,464       | )
|Balance,
      February 28, 2007        | 276,487,500  |   |   | 2,765     |   |   | 50,215     |   |   | 17,250  |  |   | (59,785     | ) |   | 10,445        |  
|Shares issued:                          |              |   |   |           |   |   |            |   |   |         |  |   |             |   |   |               |  
|Private placements                      | 8,461,829    |   |   | 85        |   |   | 6,346,285  |   |   | -       |  |   | -           |   |   | 6,346,370     |  
|For purchase of
      mineral rights    | 6,000,000    |   |   | 60        |   |   | 7,859,940  |   |   | -       |  |   | -           |   |   | 7,860,000     |  
|Common stock subscribed                 | -            |   |   | -         |   |   | -          |   |   | -       |  |   | -           |   |   | -             |  
|Shares returned to treasury             | (245,000,000 | ) |   | (2,450    | ) |   | 2,450      |   |   | -       |  |   | -           |   |   | -             |  
|Share issue costs                       | -            |   |   | -         |   |   | (283,444   | ) |   | -       |  |   | -           |   |   | (283,444      | )
|Finders' fee                            | 258,296      |   |   | 2         |   |   | (2         | ) |   | -       |  |   | -           |   |   | -             |  
|Donated services                        | -            |   |   | -         |   |   | -          |   |   | 4,500   |  |   | -           |   |   | 4,500         |  
|Stock-based compensation                | -            |   |   | -         |   |   | 450,998    |   |   | -       |  |   | -           |   |   | 450,998       |  
|Net
      loss for the year             | -            |   |   | -         |   |   | -          |   |   | -       |  |   | (2,896,173  | ) |   | (2,896,173    | )
|Balance, February 29, 2008              | 46,207,625   |   |   | 462       |   |   | 14,426,442 |   |   | 21,750  |  |   | (2,955,958  | ) |   | 11,492,696    |  
|Stock-based compensation                | -            |   |   | -         |   |   | 124,330    |   |   | -       |  |   | -           |   |   | 124,330       |  
|Net loss for the period                 | -            |   |   | -         |   |   | -          |   |   | -       |  |   | (754,177    | ) |   | (754,177      | )
|Balance, May
      31, 2008             | 46,207,625   |   | $ | 462       |   | $ | 14,550,772 |   | $ | 21,750  |  | $ | (3,710,135  | ) | $ | 10,862,849    |  

5

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|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|1. | NATURE AND CONTINUANCE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | American Uranium Corporation (the Company) was
      incorporated in the State of Nevada on March 23, 2005 under the name
      Alpine Resources Corporation. On April 10, 2007, the Company changed its
      name to American Uranium Corporation by merging with its wholly owned
      subsidiary named American Uranium Corporation, a Nevada Corporation
      formed specifically for that purpose. On April 10, 2007, the Company
      effected a 50:1 forward stock split of the authorized, issued and
      outstanding common stock. As a result, the authorized share capital
      increased from 100,000,000 shares of common stock to 5,000,000,000 shares
      of common stock with no change in par value. The issued and outstanding
      share capital increased from 5,529,750 shares of common stock to
      276,487,500 shares of common stock. All share and per share amounts have
      been retroactively adjusted for all periods presented.                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company is an Exploration Stage Company, as defined
      by Financial Accounting Standards Board (FASB) Statement No.7 and
      Securities and Exchange Commission (SEC) Industry Guide 7. The Companys
      principal business is the acquisition and exploration of mineral property
      interests in the United States. The Company has not presently determined
      whether its properties contain mineral resources that are economically
      recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to meet its
      obligations and continue its operations for the next fiscal year.
      Realization values may be substantially different from carrying values as
      shown and these financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern. As at May 31, 2008, the Company
      has not generated revenues and has accumulated losses of $3,710,135 since
      inception. The continuation of the Company as a going concern is dependent
      upon the continued financial support from its shareholders, the ability of
      the Company to obtain necessary equity financing to continue operations,
      and the attainment of profitable operations. These factors raise
      substantial doubt regarding the Companys ability to continue as a going
      concern. To mitigate this risk, management plans to obtain additional
      equity financing if possible, or to curtail operations, thereby conserving
      cash resources.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The interim period financial statements have been
      prepared by the Company in conformity with generally accepted accounting
      principles in the United States of America . The preparation of financial
      data is based on accounting principles and practices consistent with those
      used in the preparation of annual financial statements, and in the opinion
      of management these financial statements contain all adjustments necessary
      (consisting of normally recurring adjustments) to present fairly the
      financial information contained therein. Certain information and footnote
      disclosure normally included in the financial statements prepared in
      conformity with generally accepted accounting principles in the United
      States of America have been condensed or omitted. These interim period
      statements should be read together with the most recent audited financial
      statements and the accompanying notes for the year ended February 29,
      2008. The results of operations for the three month period ended May 31,
      2008 are not necessarily indicative of the results to be expected for the
      year ending February 28, 2009.                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | During the current period, the Company incorporated in
      Delaware, a wholly owned inactive subsidiary, American Uranium
      Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

6

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|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These consolidated financial statements follow the same
      significant accounting principles as those outlined in the notes to the
      audited consolidated financial statements for the year ended February 29,
      2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | New accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2006, FASB issued SFAS No. 157, Fair Value
      Measurements. Among other requirements, SFAS 157 defines fair value and
      establishes a framework for measuring fair value and also expands
      disclosure about the use of fair value to measure assets and liabilities.
      SFAS 157 is effective for fiscal years beginning after November 15, 2007.
      We adopted the guidance effective March 1, 2008, without any material
      impact on our consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In February 2007, the FASB issued SFAS No. 159, The Fair
      Value Option for Financial Assets and Financial Liabilities, including an
      amendment of FASB Statement No. 115. This pronouncement permits entities
      to choose to measure eligible financial instruments at fair value as of
      specified dates. Such election, which may be applied on an instrument by
      instrument basis, is typically irrevocable once elected. SFAS 159 is
      effective for fiscal years beginning November 15, 2007, and early
      application is allowed under certain circumstances. We adopted the
      guidance effective March 1, 2008, without any material impact on our
      consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In December 2007, the FASB issued SFAS No. 141R, “Business
        Combinations” which changes how business acquisitions are accounted.
        SFAS 141R requires the acquiring entity in a business combination to recognize
        all (and only) the assets acquired and liabilities assumed in the transaction
        and establishes the acquisition-date fair value as the measurement objective
        for all assets acquired and liabilities assumed in a business combination.
        Certain provisions of this standard will, among other things, impact the
        determination of acquisition-date fair value of consideration paid in
        a business combination (including contingent considerations); exclude
        transaction costs from acquisition accounting; and change accounting practices
        for acquired contingencies, acquisition- related restructuring costs,
        in-process research and development, indemnification assets and tax benefits.
        SFAS No. 141R is effective for business combinations and adjustments to
        an acquired entity’s deferred tax asset and liability balances occurring
        after December 31, 2008, without any material impact expected on our consolidated
        financial statements.                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In December 2007, the FASB issued SFAS No. 160, “Noncontrolling
        Interests in Consolidated Financial Statement, an amendment of ARB No.
        51,” which establishes new standards governing the accounting for
        and reporting of noncontrolling interests (NCI) in partially owned consolidated
        subsidiaries and the loss of control of subsidiaries. Certain provisions
        of this standard indicate, among other things, that NCIs (previously referred
        to as minority interests) be treated as a separate component of equity,
        not as a liability; that increases and decreases in the parent’s
        ownership interest that leave control intact be treated as equity transactions,
        rather than as step acquisitions or dilution gains or losses; and that
        losses of a partially owned consolidated subsidiary be allocated to the
        NCI even when such allocation might result in a deficit balance. This
        standard also requires changes to certain presentation and disclosure
        requirements. SFAS No. 160 is effective beginning January 1, 2009. The
        provisions of the standard are to be applied to all NCI’s prospectively,
        except for the presentation and disclosure requirements, which are to
        be applied retrospectively to all periods presented, without any material
        impact expected on our consolidated financial statements.

7

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In March 2008, the FASB issued SFAS No. 161, "Disclosures
      about Derivative Instruments and Hedging Activities-an amendment of FASB
      Statement No. 133." Constituents have expressed concerns that the existing
      disclosure requirements in FASB Statement No. 133, Accounting for
      Derivative Instruments and Hedging Activities, do not provide adequate
      information about how derivative and hedging activities affect an entity's
      financial position, financial performance, and cash flows. SFAS No. 161
      requires enhanced disclosures about an entity's derivative and hedging
      activities and thereby improves the transparency of financial reporting.
      This Statement is effective for financial statements issued for fiscal
      years and interim periods beginning after November 15, 2008, with early
      application encouraged. This Statement encourages, but does not require,
      comparative disclosures for earlier periods at initial adoption. The
      adoption of FASB 161 is not expected to have a material impact on the
      Company's financial position.                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In May 2008, the FASB issued SFAS No. 162, "The Hierarchy
      of Generally Accepted Accounting Principles." The current GAAP hierarchy,
      as set forth in the American Institute of Certified Public Accountants
      (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles, has
      been criticized because (1) it is directed to the auditor rather than the
      entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
      Accounting Concepts. The FASB believes that the GAAP hierarchy should be
      directed to entities because it is the entity (not its auditor) that is
      responsible for selecting accounting principles for financial statements
      that are presented in conformity with GAAP. Accordingly, the FASB
      concluded that the GAAP hierarchy should reside in the accounting
      literature established by the FASB and is issuing this Statement to
      achieve that result. This Statement is effective 60 days following the
      SEC's approval of the Public Company Accounting Oversight Board amendments
      to AU Section 411, The Meaning of Present Fairly in Conformity With
      Generally Accepted Accounting Principles. The adoption of FASB 162 is not
      expected to have a material impact on the Company's financial
    position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                    |   | May 31, 2008 |  |   | February 29, 2008 | 
| | ------------------ | - | ------------ |  | - | ----------------- | 
| |                    |   |              |  |   | Accumulated       | 
| |                    |   | Cost         |  |   | Amortization      | 
| | Office equipment   | $ | 3,153        |  | $ | 587               | 
| | Computer equipment |   | 7,839        |  |   | 1,963             | 
| |                    | $ | 10,992       |  | $ | 2,550             | 

|4. | MINERAL PROPERTY INTERESTS
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        

8

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|4. | MINERAL PROPERTY INTERESTS(continued)                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                       
|   | wholly-owned by Strathmore, and the Company will
      effectively earn an interest in the properties by earning an interest in
      the LLC. To earn its interest, the Company will:

- Issue 6,000,000 shares of common stock (issued at a
  value of $7,860,000);
- Reimburse Strathmore 100% of the expenditures
  incurred by Strathmore for the property, up to a maximum of $300,000 (paid),
  plus any funds spent by Strathmore to acquire additional uranium leases (which
  will then form part of the property); none were acquired, so total payment due
  was $300,000; and
- Contribute a total of $33,000,000 in expenditures
  on the property over a six year period, of which $1,500,000 must be incurred
  in the first year, $1,500,000 in the second year, $2,000,000 in the third
  year, and $28,000,000 before the end of the sixth year.

The Company will have earned a 22.5%
interest once $12,375,000 of the required expenditures has been incurred. The
remaining 37.5% interest will be earned upon incurring the balance of
$20,625,000 in required expenditures. Strathmore is the operator of the property
until the Company has earned a 60% interest. As at May 31, 2008, the Company has
paid Strathmore, as operator, all funds required through June 30, 2008 towards
exploration work on the property resulting in $180,898 of exploration advances
to Strathmore. As at February 29, 2008, the Company owes Strathmore, as an
operator, $158,582 towards exploration work on the property. Subsequent to the
agreement with Strathmore, a director of Strathmore became a director of the
Company. In January 2008, that director resigned as a director of the
Company.

Mineral property interests are
summarized as follows:

May
      31,
    
    
    February 29,2008
    
    
    2008Pinetree/Reno CreekBalance, beginning of period
    $
    -
    
    $
    -Issuance of 6,000,000 common shares
    
    7,860,000
    
    
    7,860,000Payment to optionor
    
    300,000
    
    
    300,000Balance, end of
      period
    $
    8,160,000
    
    $
    8,160,000


9

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|4. | MINERAL PROPERTY INTERESTS(continued)                         
|-- | --------------------------------------------------------------
|   |                                                               
|   | Mineral property expenditures are summarized as
      follows:

| |                            |   |                    |  |   | Inception      | 
| | -------------------------- | - | ------------------ |  | - | -------------- | 
| |                            |   | Three months ended |  |   | March 23, 2005 | 
| |                            |   | May 31             |  |   | to             | 
| |                            |   | 2008               |  |   | 2007           | 
| |                            |   |                    |  |   |                | 
| | Pinetree/Reno Creck        |   |                    |  |   |                | 
| | Claim maintenance          | $ | 36,013             |  | $ | -              | 
| | Camp and field supplies    |   | 6,835              |  |   | -              | 
| | Drilling                   |   | 226                |  |   | -              | 
| | Environmental & permitting |   | 154,165            |  |   | -              | 
| | Geological and geophysical |   | 108,790            |  |   | -              | 
| | Travel and accommodation   |   | 5,744              |  |   | -              | 
| |                            |   | 311,773            |  |   | -              | 
| | Other                      |   | -                  |  |   | -              | 
| |                            |   |                    |  |   |                | 
| |                            | $ | 311,773            |  | $ | -              | 

| | c) | In October 2007, the Company purchased certain drill data
      for its mineral property interest at Reno Creek. The data for the property
      was acquired for $950,000 pursuant to a data purchase agreement with Power
      Resources, Inc.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | COMMON STOCK                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On April 10, 2007, the Company effected a 50:1 forward
      stock split of the authorized, issued and outstanding common stock. As a
      result, the authorized share capital increased from 100,000,000 shares of
      common stock to 5,000,000,000 shares of common stock with no change in par
      value. All share and per share amounts have been retroactively adjusted
      for all periods presented.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Share issuances                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On March 23, 2005, the Company issued 250,000,000 founder
      shares (post split) to the former President of the Company at a price of
      $0.0000002 per share for cash proceeds of $50.                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On September 8, 2006, the Company issued 26,487,500
      shares of common stock (post split) at a price of $0.0019983 per share for
      proceeds of $52,930.                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On June 1, 2007, the current President of the Company
      returned, for no consideration, 245,000,000 post-split shares of common
      stock to treasury for cancellation.                                                                                                                                                                                                                                        

10

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|5. | COMMON STOCK(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | On August 24, 2007, the Company issued 6,000,000 shares
      of common stock with a value of $7,860,000 pursuant to an option agreement
      with Strathmore (Note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In August 2007, the Company completed a private placement
      consisting of 8,086,829 units at a price of $0.75 per unit for aggregate
      proceeds of $6,065,125. Each unit consisted of one common share and
      one-half of one share purchase warrant, One whole warrant is exercisable
      into one additional common share at a price of US $1.25 per share until
      August 23, 2009. The Company agreed to issue finders fees to various
      finders regarding all investors at a rate of 7.5%, up to half to be issued
      in stock and the remainder in cash.                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In September 2007, the Company issued 258,296 common
      shares for finders fees with a value of $348,700 of which $2 was credited
      to common stock and $348,698 was credited to additional paid-in capital.
      The fair value of $348,700 was also charged to additional paid-in capital
      as a cost of share issuance. The cash portion of finders fees paid
      amounted to $283,444 and was also charged to additional paid-in capital as
      a cost of share issuance.                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In January 2008, the Company completed a private
      placement consisting of 375,000 units at a price of $0.75 per unit for
      aggregate proceeds of $281,250. Each unit consisted of one common share
      and one-half of one share purchase warrant, One whole warrant is
      exercisable into one additional common share at a price of $1.25 per share
      until August 23, 2009. The Company agreed to issue finders fees to
      various finders regarding all investors at a rate of 7.5%, up to half to
      be issued in stock and the remainder in cash.                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The Company agreed to use its best efforts to register
      the August 2007 and January 2008 private placement common shares for
      resale by the purchasers within 180 days of issue. The Company also
      agreed, if the shares had not been registered by that date, to pay as a
      penalty to each purchaser an amount equal to 2% of the amount invested for
      each month that the shares remained unregistered, to a maximum of 6
      months. At May 31, 2008, the shares had not been registered for resale
      and, as a consequence, the Company has accrued in accounts payable the
      full penalty as a financing cost in the amount of $761,565.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Share purchase warrant transactions are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

| |                              |  | Number of |  |   | Weighted Average | 
| | ---------------------------- |  | --------- |  | - | ---------------- | 
| |                              |  | Warrants  |  |   | Exercise Price   | 
| | Balance at February 29, 2008 |  | 4,230,915 |  | $ | 1.25             | 
| | Issued                       |  | -         |  |   | -                | 
| | Balance at May 31, 2008      |  | 4,230,915 |  | $ | 1.25             | 

11

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|5. | COMMON STOCK(continued)                                                       
|-- | ------------------------------------------------------------------------------
|   |                                                                               
|   | At May 31, 2008, the following share purchase warrants
      were outstanding:

| |                          |   | Exercise |  |  |                 | 
| | ------------------------ | - | -------- |  |  | --------------- | 
| | Number of
      Warrants |   | Price    |  |  | Expiry Date     | 
| |                          |   |          |  |  |                 | 
| | 4,230,915                | $ | 1.25     |  |  | August 23, 2009 | 

Stock options

The Company adopted a Stock Option Plan
dated September 15, 2007 under which the Company is authorized to grant stock
options to acquire up to a total of 5,000,000 shares of common stock. At May 31,
2008, the Company had 3,350,000 shares of common stock available to be issued
under the Plan.

The Company adopted SFAS No.123R
commencing on August 1, 2006. Effective with the adoption SFAS No.123R, the
Company has elected to use the Black-Scholes option pricing model to determine
the fair value of stock options granted. In accordance with SFAS No. 123R for
employees, the compensation expense is amortized on a straight-line basis over
the requisite service period which approximates the vesting period. Compensation
expense for stock options granted to non-employees is amortized over the
contract services period or, if none exists, from the date of grant until the
options vest. Compensation associated with unvested options granted to
non-employees is re-measured on each balance sheet date using the Black-Scholes
option pricing model.

The Company uses historical data to
estimate option exercise, forfeiture and employee termination within the
valuation model. For non-employees, the expected term of the options
approximates the full term of the options. The risk-free interest rate is based
on a treasury instrument whose term is consistent with the expected term of the
stock options. The Company has not paid and does not anticipate paying dividends
on its common stock; therefore, the expected dividend yield is assumed to be
zero. In addition, SFAS No. 123R requires companies to utilize an estimated
forfeiture rate when calculating the expense for the reporting period. Based on
the best estimate, management applied the estimated forfeiture rate of Nil in
determining the expense recorded in the accompanying Statements of
Operations.

Stock option transactions are
summarized as follows:

| |                              | Number of |  |  |   | Weighted Average | 
| | ---------------------------- | --------- |  |  | - | ---------------- | 
| |                              | Options   |  |  |   | Exercise Price   | 
| | Balance at February 29, 2008 | 1,400,000 |  |  | $ | 1.08             | 
| | Granted                      | 250,000   |  |  | $ | 0.85             | 
| | Cancelled                    | -         |  |  | $ | -                | 
| |                              |           |  |  |   |                  | 
| | Balance at May 31, 2008      | 1,650,000 |  |  | $ | 1.05             | 

The weighted average fair value per
stock option granted during the period ended May 31, 2008 was $0.53 (May 31,
2007 - $Nil).

12

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|5. | COMMON STOCK(continued)                                                             
|-- | ------------------------------------------------------------------------------------
|   |                                                                                     
|   | At May 31, 2008, the following stock options were
      outstanding and exercisable:

| |                   |  | Exercisable  |  |   | Exercise |  |  |                    | 
| | ----------------- |  | ------------ |  | - | -------- |  |  | ------------------ | 
| | Number of Options |  | May 31, 2008 |  |   | Price    |  |  | Expiry Date        | 
| |                   |  |              |  |   |          |  |  |                    | 
| | 500,000           |  | 125,000      |  | $ | 1.20     |  |  | September 15, 2012 | 
| | 300,000           |  | 75,000       |  | $ | 1.20     |  |  | September 20, 2012 | 
| | 300,000           |  | 75,000       |  | $ | 1.00     |  |  | January 15, 2013   | 
| | 300,000           |  | 75,000       |  | $ | 0.85     |  |  | February 14, 2013  | 
| | 250,000           |  | 62,500       |  | $ | 0.85     |  |  | March 14, 2013     | 
| | 1,650,000         |  | 412,500      |  |   |          |  |  |                    | 

Stock-based compensation

On March 14, 2008, the Company granted
to a consultant 250,000 stock options at an exercise price of $0.85 per share,
exercisable until March 14, 2013.

The fair value of stock options granted
during the period ended May 31, 2008 was $132,671 (May 31, 2007 - $ Nil). The
fair value of stock options granted is being recognized over the options
vesting periods as stock-based compensation which has been recorded in the
statements of operations as follows with a corresponding credit to additional
paid-in capital:

| |                 |   |                    |  |   | Inception      | 
| | --------------- | - | ------------------ |  | - | -------------- | 
| |                 |   | Three months ended |  |   | March 23, 2005 | 
| |                 |   | May 31             |  |   | to             | 
| |                 |   | 2008               |  |   | 2007           | 
| |                 |   |                    |  |   |                | 
| | Expenses        |   |                    |  |   |                | 
| | Consulting fees | $ | 41,528             |  | $ | -              | 
| | Management fees |   | 82,802             |  |   | -              | 
| |                 | $ | 124,330            |  | $ | -              | 

The following weighted-average
assumptions were used for the Black-Scholes valuation of stock options
granted:

| |                                  |  | May 31, 2008 |  |  | February 29, 2008 | 
| | -------------------------------- |  | ------------ |  |  | ----------------- | 
| | Risk-free interest rate          |  | 3.22%        |  |  | 3.29%             | 
| | Expected life of options (years) |  | 5            |  |  | 5                 | 
| | Annualized volatility            |  | 118%         |  |  | 118%              | 
| | Dividend rate                    |  | 0%           |  |  | 0%                | 

13

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|May 31, 2008                                  
|(Unadulted  Prepared by Management)          

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                  
|   | The Company owes related officers $13,889 as at May 31,
      2008. The Company incurred the following expenses with companies related
      by way of officers in common and with a company with whom a director is
      associated. These costs were measured at the amounts agreed upon by the
      parties.

Three months endedMay 312008
    
    
    2007Management fees
    $
    60,000
    
    $
    1,500Rental
    
    -
    
    
    750


These transactions were in the normal
course of operations and were measured at the exchange amount which represented
the amount of consideration established and agreed to by the related
parties.

|7. | SEGMENT INFORMATION                                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                   
|   | The Company operates in one business segment being the
      exploration of mineral property interests Geographic information is as
      follows:

| |                     |   | May 31, 2008             |  |   | February 29, 2008 | 
| | ------------------- | - | ------------------------ |  | - | ----------------- | 
| |                     |   |                          |  |   |                   | 
| | Identifiable assets |   |                          |  |   |                   | 
| | Canada              | $ | 3,399,593                |  | $ | 4,104,596         | 
| | United States       |   | 8,349,341                |  |   | 8,443,960         | 
| |                     | $ | 11,748,934               |  | $ | 12,548,556        | 
| |                     |   |                          |  |   |                   | 
| |                     |   | Three months
      ended | 
| |                     |   | May 31                   | 
| |                     |   | 2008                     |  |   | 2007              | 
| |                     |   |                          |  |   |                   | 
| | Loss for the period |   |                          |  |   |                   | 
| | Canada              | $ | 273,099                  |  | $ | -                 | 
| | United States       |   | 481,078                  |  |   | 37,052            | 
| |                     | $ | 754,177                  |  | $ | 37,052            | 

|8. | SUBSEQUENT EVENT
|-- | ----------------
|   |                 
|   | None            

14

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FORWARD LOOKING STATEMENTS.

This report contains forward-looking statements within the
meaning within the meaning of Section 27A of the

Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors and the risks set out below, any of which may cause our
or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

- risks and uncertainties relating to the interpretation of drill results,
  the geology, grade and continuity of mineral deposits;
- results of initial feasibility, pre-feasibility and feasibility studies,
  and the possibility that future exploration, development or mining results
  will not be consistent with our expectations;
- mining and development risks, including risks related to accidents,
  equipment breakdowns, labour disputes or other unanticipated difficulties with
  or interruptions in production;
- the potential for delays in exploration or development activities or the
  completion of feasibility studies;
- risks related to the inherent uncertainty of production and cost estimates
  and the potential for unexpected costs and expenses;
- risks related to commodity price fluctuations;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis
  and on acceptable terms for our planned exploration and development projects;
- risks related to environmental regulation and liability;
- risks that the amounts reserved or allocated for environmental compliance,
  reclamation, post- closure control measures, monitoring and on-going
  maintenance may not be sufficient to cover such costs;
- risks related to tax assessments;
- political and regulatory risks associated with mining development and
  exploration; and
- other risks and uncertainties related to our prospects, properties and
  business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

In this report, unless otherwise specified, all dollar amounts
are expressed in United States dollars and all references to "common shares"
refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our",
and "American Uranium" mean American Uranium Corporation, unless the context
clearly requires otherwise.

15

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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
prospectus. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this report.

Our audited statements are stated in United States Dollars and
are prepared in accordance with United States Generally Accepted Accounting
Principles.

We are an exploration stage company. We have commenced very
limited operations and we currently have no business revenue. Our assets consist
of cash and cash equivalents, prepaid expenses, nominal equipment and mineral
property interests. There can be no assurance that we will generate revenues in
the future or that we will be able to operate profitably in the future, if at
all. We have incurred net losses in each fiscal year since inception of our
operations. Our company has never declared bankruptcy, it has never been in
receivership, and it has never been involved in any legal action or
proceedings.

Current Status of Exploration Projects

American Uranium Corporation has announced an exploration
program at its cornerstone Reno Creek deposit in Wyoming. Analysis of historical
data (including 1,100 drill hole logs) acquired from Power Resources Inc.
convinced American that no more exploration drilling will be needed at the Reno
Creek deposit. We anticipate moving this property toward future operation as
expeditiously as is feasible given the time required of the permitting
process.

Anticipated Cash Requirements

We estimate that our total expenditures over the next 12 months
will be approximately $3,596,000. Our plan of operations for the next 12 months
is to complete the following objectives:

Consulting fees
    $
    80,000General and administrative
    
    200,000Investor relations
    
    124,000Legal and audit
    
    72,000Management fees
    
    280,000Mineral property exploration costs
    
    2,113,000Shareholder Penalty
    
    762,000Interest income
    
    (35,000
    )TOTAL
    $
    3,596,000


At May 31, 2008 we had cash resources of approximately
$3,399,593. We believe that we will require additional funds to implement our
growth strategy in exploration operations over the next 12 months ending May 31,
2009. These funds may be raised through equity financing, debt financing, or
other sources, which may result in further dilution in the equity ownership of
our shares. If we need and are unable to obtain additional financing, we could
be forced to scale down or cease operations and investors could lose their
entire investment in our common stock. We may continue to be unprofitable.

16

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Liquidity and Capital Resources

Our financial condition for the three months ended May 31, 2008
and 2007 and the changes between those periods for the respective items are
summarized as follows:

Working Capital
    
    May 31, 2008
    
    
    February 29, 2008Current Assets
    $
    3,580,491
    
    $
    4,379,596Current
      Liabilities
    
    886,085
    
    
    1,055,860Working Capital
    $
    2,694,406
    
    $
    3,323,736


Cash Flows
    
    Three months Ended31-May2008
    
    
    2007Cash flow from operating activities
    $
    (705,003
    )
    $
    (14,977
    )Cash flow used in investing activities
    
    -
    
    
    (10,992
    )Cash provided by financing activities
    
    -
    
    
    150,000Net increase
      (decrease) in cash
    $
    (705,003
    )
    $
    124,031


As of May 31, 2008, we had cash of $3,399,593 and working
capital of $2,694,406, compared to cash of $4,104,596 and working capital of
$3,323,736 as of February 29, 2008. We have suffered recurring losses from
inception. Our ability to meet our financial liabilities and commitments is
primarily dependent upon the continued financial support of our directors and
shareholders, the continued issuance of equity to new or existing shareholders,
and our ability to achieve and maintain profitable operations.

Working Capital

The decrease in our working capital from $3,323,736 as at
February 29, 2008 to $2,694,406 as at May 31, 2008 was primarily due to $61,875
payment of finder fees accrued from last year, payment of $54,816 in legal fees,
$311,773 in mineral exploration expenditures, $109,945 in investor relation, and
$ 61,238 in management fee.

Cash Used In Operating Activities

During the three months ended May 31, 2008 we used net cash in
operating activities in the amount of $705,003. The cash used in quarter ended
May 31, 2008 by our operating activities is primarily represented by mineral
property expenditures, administrative expenses and investor relations net of
interest income comprise the balance. For the prior year the cash used in
operating activities is represented solely by administrative expenses.

17

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Results of Operation

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the three months
ended May 31, 2008 which are included herein.

In the table below shows our operating results for the three
months ended May 31, 2008 and our operating results for the three months ended
May 31, 2008.

Three Months Ended31-May2008
    
    
    2007Consulting fees
    $
    2,100
    
    $
    -Depreciation
    
    517
    
    
    270Financing costs
    
    -
    
    
    -General and administrative
    
    45,902
    
    
    2,357Investor relations
    
    109,945
    
    
    -Legal and audit
    
    100,141
    
    
    32,925Management fees
    
    202,766
    
    
    1,500Mineral property expenditures
    
    311,773
    
    
    -Interest income
    
    (18,967
    )
    
    -Net loss
    $
    754,177
    
    $
    37,052


Revenues

We have had no operating revenues since our inception on March
23, 2005 through to the period ended May 31, 2008. We anticipate that we will
not generate any revenues for so long as we are an exploration stage
company.

General and Administrative

The increase in our general and administrative expenses for the
three months ended May 31, 2008 was due to the increase in travel and
entertainment cost.

Legal and Audit

The increase in legal and audit fees for the three months ended
May 31, 2008 was due expanded scope of operations. Our accounting and auditing
expenses were incurred in connection with the preparation of our audited
financial statements and unaudited interim financial statements. Our legal
expenses represent amounts paid to legal counsel in connection with our
corporate activities and the preparation or review of our reports and other
disclosure filed with the SEC. Legal and audit expenses will be ongoing during
fiscal 2008 as we are subject to the reporting obligations of the Securities
Exchange Act of 1934.

Management Fees

Management fees for the three months ended May 31, 2008 include
fees paid to the Companys president and chief financial officer and stock-based
compensation of $124,330. Management fees for the three months ended May 31,
2007 represent services donated by the Companys former president.

18

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Mineral Property Exploration Costs

During the three months ended May 31, 2008 we expended $311,773
on our Reno Creek project, of which $154,165 was spent to environmental and
permitting activities. $108,790 was expended on geological and geophysical. The
rest was expended on new data and property acquisition, travel and
administrative activities.

Off-Balance Sheet Arrangements

Our company does not have any off balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of
1934, as of the end of the period covered by the quarterly report, being May 31,
2008, we have carried out an evaluation of the effectiveness of the design and
operation of our companys disclosure controls and procedures. This evaluation
was carried out by our principal executive officer and our principal financial
officer. Based upon the results of that evaluation, principal executive officer
and our principal financial officer have concluded that, as of the end of the
period covered by this quarterly report, our companys disclosure controls and
procedures were effective and provide reasonable assurance that material
information related to our company and our subsidiary is recorded, processed and
reported in a timely manner.

There were no changes to our companys internal controls or in
other factors that could materially affect these controls during the most recent
quarter ended May 31, 2008, including any significant deficiencies or material
weaknesses of internal controls that would require corrective action.

19

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PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information in this report in evaluating our
company and its business before purchasing shares of our companys common stock.
Our business, operating results and financial condition could be seriously
harmed due to any of the following risks. You could lose all or part of your
investment due to any of these risks.

Risks Related To Our Business

1. Because of the unique difficulties and uncertainties
inherent in mineral exploration ventures, we face a high risk of business
failure.

Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration program that we intend to
undertake on the Pine Tree-Reno Creek Property and any additional properties
that we may acquire. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. The expenditures to be made by us in
the exploration of the Pine Tree-Reno Creek Property may not result in the
discovery of uranium. Any expenditures that we may make in the exploration of
any other mineral property that we may acquire may not result in the discovery
of any commercially exploitable mineral resources. Problems such as unusual or
unexpected geological formations and other conditions are involved in all
mineral exploration and often result in unsuccessful exploration efforts. If the
results of our exploration do not reveal viable commercial mineralization, we
may decide to abandon our interests in the Pine Tree-Reno Creek Property. If
this happens, our business will likely fail.

2. Because of the speculative nature of the exploration of
mineral properties, there is no assurance that our exploration activities will
result in the discovery of any quantities of uranium on the Pine Tree-Reno Creek
Property or any other additional properties we may acquire.

We intend to continue exploration on the Pine Tree-Reno Creek
Property and we may or may not acquire additional interests in other mineral
properties. The search for minerals as a business is extremely risky. We can
provide investors with no assurance that exploration on the Pine Tree-Reno Creek
Property, or any other property that we may acquire, will establish that any
commercially exploitable quantities of minerals exist.

Additional potential problems may prevent us from discovering
any minerals. These potential problems include, but are not limited to,
unanticipated problems relating to exploration and additional costs and expenses
that may exceed current estimates. If we are unable to establish the presence of
minerals on our property, our ability to fund future exploration activities will
be impeded, we will not be able to operate profitably and investors may lose all
of their investment in our company.

3. Because of the inherent dangers involved in mineral
exploration and exploitation, there is a risk that we may incur liability or
damages as we conduct our business.

The search for minerals involves numerous hazards. As a result,
we may become subject to liability for such hazards, including pollution,
cave-ins and other hazards against which we cannot insure or against which we
may elect not to insure. At the present time we have no coverage to insure
against these hazards. The payment of such liabilities may have a material
adverse effect on our financial position.

20

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4. The potential profitability of mineral ventures depends
in part upon factors beyond the control of our company and even if we discover
and exploit mineral deposits, we may never become commercially viable and we may
be forced to cease operations.

The commercial feasibility of an exploration program on a
mineral property is dependent upon many factors beyond our control, including
the existence and size of mineral resources in the properties we explore, the
proximity and capacity of processing equipment, market fluctuations of prices,
taxes, royalties, land tenure, allowable production and environmental
regulation. These factors cannot be accurately predicted and any one or a
combination of these factors may result in our company not receiving an adequate
return on invested capital. These factors may have material and negative effects
on our financial performance and our ability to continue operations.

5. Exploration and exploitation activities are subject to
comprehensive regulation which may cause substantial delays or require capital
outlays in excess of those anticipated causing an adverse effect on our
company.

Exploration and exploitation activities are subject to federal,
provincial or state, and local laws, regulations and policies, including laws
regulating the removal of natural resources from the ground and the discharge of
materials into the environment. Exploration and exploitation activities are also
subject to federal, provincial or state, and local laws and regulations which
seek to maintain health and safety standards by regulating the design and use of
drilling methods and equipment.

Environmental and other legal standards imposed by federal,
provincial or state, or local authorities may be changed and any such changes
may prevent us from conducting planned activities or increase our costs of doing
so, which would have material adverse effects on our business. Moreover,
compliance with such laws may cause substantial delays or require capital
outlays in excess of those anticipated, thus causing an adverse effect on us.
Additionally, we may be subject to liability for pollution or other
environmental damages that we may not be able to or elect not to insure against
due to prohibitive premium costs and other reasons. Any laws, regulations or
policies of any government body or regulatory agency may be changed, applied or
interpreted in a manner which will alter and negatively affect our ability to
carry on our business.

6. Uranium prices are highly volatile; even if we do
discover a deposit of uranium, if the price of uranium is too low, we would not
be able to exploit that resource.

Uranium prices have been highly volatile, and are affected by
numerous international economic and political factors over which American
Uranium has no control. The price of uranium has varied over the last five years
from a high of approximately $138.00 per pound to a low of approximately $10.00
per pound. The price as of July 7, 2008 was $60.00 per pound U3O8. Uranium is
primarily used for power generation in nuclear power plants, and the number of
customers is somewhat limited in comparison to other global
commodities. The price of uranium is affected by numerous factors beyond our
control, including the demand for nuclear power, increased supplies from both
existing and new uranium mines, sales of uranium from existing government
stockpiles, and political and economic conditions.

Our long-term success is highly dependent upon the price of
uranium, as the economic feasibility of any ore body discovered on its
properties would in large part be determined by the prevailing market price of
uranium. If a profitable market does not exist, we may have to cease operations.

21

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Risks Associated With Our Company

7. Because (a) the Pine Tree-Reno Creek Property is the only
property that we currently intend to explore (b) the Pine Tree-Reno Creek
Property may not contain commercially exploitable uranium and (c) we have never
made a profit from our operations, our securities are highly speculative and
investors may lose all of their investment in our company.

Our securities must be considered highly speculative, generally
because of the nature of our business and our early stage of operations. We
currently intend to conduct an exploration program on our Pine Tree-Reno Creek
Property only. The Pine Tree-Reno Creek Property is in the exploration stage
only. We may or may not acquire additional interests in other mineral properties
and we do not have plans to acquire rights in any specific other mineral
properties as of the date of this report. Accordingly, we have not generated any
revenues nor have we realized a profit from our operations to date and there is
little likelihood that we will generate any revenues or realize any profits in
the short term. So, any profitability in the future from our business will be
dependent upon locating and exploiting uranium on the Pine Tree-Reno Creek
Property or mineral deposits on any additional properties that we may acquire.
It is uncertain whether any mineral properties that we may acquire or have an
interest in, including the Pine Tree-Reno Creek Property will contain
commercially exploitable mineral deposits and any funds that we spend on
exploration likely will be lost. We may never discover commercially exploitable
uranium in the Pine Tree-Reno Creek Property or any other area, or we may do so
and still not be commercially successful if we are unable to exploit those
mineral deposits profitably. We may not be able to operate profitably and may
have to cease operations, the price of our securities may decline and investors
may lose all of their investment in our company.

8. As we face intense competition in the uranium exploration
and exploitation industry, we will have to compete with our competitors for
financing and for qualified managerial and technical employees. If we are unable
to successfully compete for properties, financing or for qualified employees, or
if our competitors are able to locate and produce minerals at lower costs, our
operations will suffer.

Our competition in this area includes large established mining
companies with substantial capabilities and with greater financial and technical
resources than we have. As a result of this competition, we may have to compete
for financing and be unable to acquire financing on terms we consider
acceptable. We may also have to compete with the other mining companies in the
region for the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for properties, financing or
for qualified employees, or if our competitors are able to locate and produce
minerals at lower costs, our operations will suffer.

9. We have a history of losses and have a deficit, which
raises substantial doubt about our ability to continue as a going
concern.

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from March 23, 2005 (Inception) to May 31,
2008 was $3,710,135. We had cash and cash equivalents in the amount of
$3,399,593 as of May 31, 2008, which is sufficient to meet our planned cash
requirements for the ensuing year but may not be sufficient to meet unexpected
or unbudgeted expenditures. We have no income from operations. We estimate our
average monthly operating expenses to be approximately $299,667each month. We
cannot provide assurances that we will be able to successfully explore and
develop our business. These circumstances raise substantial doubt about our
ability to continue as a going concern as described in an explanatory paragraph
to our independent auditors report on our audited financial statements, dated
June 20, 2008. If we are unable to continue as a going concern, investors will
likely lose all of their investments in our company.

10. Our future is dependent upon our ability to obtain
financing. If we do not obtain such financing, we may have to cease our
exploration activities and investors could lose their entire investment.

There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our exploration program. We
will also

22

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require additional financing for the fees we must pay to
maintain our status in relation to the rights to our properties and to pay the
fees and expenses necessary to become and operate as a public company.

We will also need more funds if the costs of the exploration of
our uranium claims are greater than we have anticipated. We will require
additional financing to sustain our business operations if we are not successful
in earning revenues. We will also need further financing if we decide to obtain
additional mineral properties. We currently do not have any arrangements for
further financing and we may not be able to obtain financing when required. Our
future is dependent upon our ability to obtain financing. If we do not obtain
such financing, our business could fail and investors could lose their entire
investment.

11. Because we may never earn revenues from our operations,
our business may fail.

Prior to the completion of our exploration stage, we anticipate
that we will incur increased operating expenses without realizing any revenues.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from our
exploration for minerals, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide no assurance that
we will generate any revenues or ever achieve profitability. If we are
unsuccessful in addressing these risks, our business will fail and investors may
lose all of their investment in our company.

12. We have a limited operating history and if we are not
successful in operating our business, then investors may lose all of their
investment in our company.

Our company has a limited operating history and is in the
exploration stage. The success of our company is significantly dependent on the
uncertain events of the discovery and exploitation of uranium on the Pine
Tree-Reno Creek Property. If our business plan is not successful and we are not
able to operate profitably, then our stock may become worthless and investors
may lose all of their investment in our company.

Risks Associated With Our Common Stock

13. Sales of a substantial number of shares of our common
stock into the public market by the selling shareholders may cause a reduction
in the price of our stock and purchasers who acquire shares from the selling
shareholders may lose some or all of their investment.

Sales of a substantial number of shares of our common stock in
the public market could cause a reduction in the price of our common stock.
After our registration statement is declared effective, the selling shareholders
may resell up to 26% of the issued and outstanding shares of our common stock,
which is 28% of our issued and outstanding shares that are not held by our
directors, officers or control persons.

At that time, a substantial number of our shares of common
stock which have been issued may be available for immediate resale, which could
have an adverse effect on the price of our common stock. As a result of any such
decreases in the price of our common stock, purchasers who acquire shares from
the selling shareholders may lose some or all of their investment.

Any significant downward pressure on the price of our common
stock as the selling shareholders sell the shares of our common stock could
encourage short sales by the selling shareholders or others. Any such short
sales could place further downward pressure on the price of our common
stock.

14. We do not intend to pay dividends on any investment in
the shares of stock of our company.

We have never paid any cash dividends and currently do not
intend to ever pay any cash dividends. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company

23

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will need to come through an increase in the stocks price.
This may never happen and investors may lose all of their investment in our
company.

15. Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority (FINRA). Trading in stock quoted on
the OTC Bulletin Board is often thin and characterized by wide fluctuations in
trading prices due to many factors that may have little to do with our
operations or business prospects. This volatility could depress the market price
of our common stock for reasons unrelated to operating performance. Moreover,
the OTC Bulletin Board is not a stock exchange, and trading of securities on the
OTC Bulletin Board is often more sporadic than the trading of securities listed
on a quotation system like Nasdaq or a stock exchange like the American Stock
Exchange. Accordingly, our shareholders may have difficulty reselling any of
their shares.

16. Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and FINRAs sales practice
requirements, which may limit a shareholders ability to buy and sell our
stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA rules require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customers financial status, tax status, investment objectives and
other information.

Under interpretations of these rules, FINRA believes that there
is a high probability that speculative low priced securities will not be
suitable for at least some customers. FINRA requirements make it more difficult
for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock and have an adverse effect on
the market for our shares.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS

None.

24

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

|1. | Previously, further to a joint venture agreement with
      Strathmore Resources (US) Ltd. (Strathmore) dated August 20, 2007, we
      received an option from Strathmore to purchase a 60% interest in a mine
      property known as the Pinetree-Reno Creek ISR Property, situated in
      Campbell County, Wyoming (the Property).
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                             
|   | On March 6, 2008, Strathmore and American Uranium entered
      into a Limited Liability Company Operating Agreement dated effective
      January 3, 2008 and formed a limited liability company under the Delaware
      Limited Liability Company Act, 6 Del. C. 18-101, et seq. to own and
      conduct the operations on the Property.
|   |                                                                                                                                                                                                                                                                                                                                             
|2. | On June 27, 2008, Hamish Malkin resigned as chief
      financial officer and treasurer of our company and from the Board of
      Directors. Robert A. Rich was appointed as our interim chief financial
      officer and treasurer.                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                             
|3. | On June 30, 2008, we terminated our agreement with CP
      Capital Group Ltd.                                                                                                                                                                                                                                                              

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ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number
    Description(3)
    (i) Articles of Incorporation; and (ii)
      Bylaws3.1
    Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB-2 filed on June 21, 2006
      and incorporated herein by reference.3.2
    By-laws of the Registrant, filed as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006 and
      incorporated herein by reference.3.3
    Certificate of Change filed with the Nevada Secretary of
      State on March 27, 2007 to be effective on April 10, 2007, filed as an
      exhibit to the current report on Form 8-K filed on April 12, 2007 and
      incorporated herein by reference.(4)
    Instruments defining rights of security holders,
      including indentures4.1
    Specimen Stock Certificate, filed as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006 and
      incorporated herein by reference.(5)
    Opinion on Legality5.1
    Opinion of Clark Wilson LLP regarding the legality of the
      securities being registered(10)
    Material Contracts10.1
    Mining Claim, filed as an exhibit to the registration
      statement on Form SB-2 filed on June 21, 2006 and incorporated herein by
      reference.10.2
    Affiliate Stock Purchase Agreement, filed as an exhibit
      to the current report on Form 8-K filed on April 23, 2007 and incorporated
      herein by reference.10.3
    Letter of Intent, filed as an exhibit to the current
      report on Form 8-K filed on May 18, 2007 and incorporated herein by
      reference.10.4
    Investor Relations Agreement, filed as an exhibit to the
      current report on Form 8-K filed on July 5, 2007 and incorporated herein
      by reference.10.5
    Stock Option and Subscription Agreement, filed as an
      exhibit to the current report on Form 8-K filed on July 5, 2007 and
      incorporated herein by reference.10.6
    Option and Joint Venture Agreement dated August 20, 2007,
      filed as an exhibit to the current report on Form 8-K on September 5, 2007
      and incorporated herein by reference.10.7
    Form of Subscription Agreement Offshore subscribers,
      filed as an exhibit to the current report on Form 8-K on September 5, 2007
      and incorporated herein by reference.10.8
    Form of Subscription Agreement US subscribers, filed as
      an exhibit to the current report on Form 8- K on September 5, 2007 and
      incorporated herein by reference.10.9
    Form of Warrant certificate Offshore subscribers, filed
      as an exhibit to the current report on Form 8- K on September 5, 2007 and
      incorporated herein by reference.10.10
    Form of Warrant certificate Canadian subscribers, filed
      as an exhibit to the current report on Form 8- K on September 5, 2007 and
      incorporated herein by reference.10.11
    Form of Warrant US subscribers, filed as an exhibit to
      the current report on Form 8-K on September 5, 2007 and incorporated
      herein by reference.10.16
    2007 Stock Option Plan, filed as an exhibit to the
      current report on Form 8-K with the Commission on September 24, 2007 and
      incorporated herein by reference.


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Exhibit Number
      Description10.17
      Purchase Agreement with Power
          Resources, Inc., dated October 10, 2007, filed as an exhibit to the
          current report on Form 8-K on October 10, 2007 and incorporated herein
          by reference.10.18
      Pine Tree-Reno Creek ISR Property
          Amendment to Option and Joint Venture Agreement, filed as an exhibit
          to the quarterly report on Form 10-QSB on January 22, 2008 and incorporated
          herein by reference.10.19
      Form of Subscription Agreement
          Offshore subscribers (incorporated by reference to our current report
          on Form 8-K filed on September 5, 2007)10.20
      Form of Subscription Agreement
          U.S. subscribers (incorporated by reference to our current report on
          Form 8-K filed on September 5, 2007)10.21
      Form of Warrant certificate
          Offshore subscribers (incorporated by reference to our current report
          on Form 8-K filed on September 5, 2007)10.22
      Form of Warrant U.S. subscribers
          (incorporated by reference to our current report on Form 8-K filed on
          September 5, 2007)10.23
      Stock Option Agreement with
          Robert Rich dated effective January 15, 2008, filed as an exhibit to
          the current report on Form 8-K on January 23 2008 and incorporated herein
          by reference.10.25
      Stock Option Agreement with
          Donald Cooper dated effective February 14, 2008, filed as an exhibit
          to the current report on Form 8-K on February 20, 2008 and incorporated
          herein by reference.10.26
      Limited Liability Company Operating
          Agreement of AUC, LLC dated effective January 3, 2008, filed as an exhibit
          to the current report on Form 8-K on March 18, 2008 and incorporated
          herein by reference.10.27
      Stock Option Agreement between
          the Company and Raymond Foucault dated March 14, 2008, filed as an exhibit
          to the current report on Form 8-K on April 7, 2008 and incorporated
          herein by reference.(21)
      Subsidiaries21.1
      American Uranium Corporation,
          our 100% owned subsidiary incorporated in Delaware(31)
      (i) Rule 13A-14(a)/15d-14(a)
          Certifications (ii) Rule 13a-14(d)/15d-14(d) Certifications31.1*
      Certification
          pursuant to, Section 302 of the Sarbanes-Oxley Act Of 2002(32)
      Section 1350 Certifications32.1*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes- Oxley Act Of 2002


*filed herewith

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

AMERICAN URANIUM CORPORATION

/s/ Robert A. RichBy: Robert A. Rich
  President, CEO, CFO, and Director
  (Principal Executive Officer and Principal Financial Officer)
  Dated: July 18, 2008

In accordance with the Exchange Act, this report has been signed
  below by the following persons on behalf of the registrant and in the capacities
  and on the dates indicated.

/s/ Robert A. RichBy: Robert A. Rich
  President, CEO, CFO, and Director
  (Principal Executive Officer and Principal Financial Officer)
  Dated: July 18, 2008

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