---

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, 2009

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

________________________________________________(Exact name
of registrant as specified in its charter)

|Nevada                                                               | 80-0423251                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|600 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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ]

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- ii -

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
2,007,946shares of common stock are issued and outstanding as
of July 14, 2009.

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- iii -

TABLE OF CONTENTS

|PART
      IFINANCIAL INFORMATION                                                                         | 1 
|---------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. FINANCIAL STATEMENTS.                                                                        | 1 
|ITEM
      2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS. | 21
|ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                   | 28
|ITEM
      4T. CONTROLS AND PROCEDURES                                                                     | 28
|PART
      IIOTHER INFORMATION                                                                            | 29
|ITEM
      1. LEGAL PROCEEDINGS                                                                            | 29
|ITEM
      1A. RISK FACTORS                                                                                | 29
|ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                  | 34
|ITEM
      3. DEFAULTS UPON SENIOR SECURITIES                                                              | 34
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                          | 34
|ITEM
      5. OTHER INFORMATION                                                                            | 34
|ITEM
      6. EXHIBITS                                                                                     | 34
|SIGNATURES                                                                                                 | 37

---

1

PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

---

2

|AMERICAN URANIUM CORPORATION        
|------------------------------------
|(An Exploration Stage Company)      
|CONSOLIDATED BALANCE SHEETS         
|(Expressed in United States Dollars)
|(Unaudited)                         

|                                                                               |   | May
      31, |   |   | February 28, |  
|------------------------------------------------------------------------------ | - | ------------- | - | - | ------------ | -
|                                                                               |   | 2009          |   |   | 2009         |  
|                                                                               |   | (Unaudited)   |   |   |              |  
|                                                                               |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|ASSETS                                                                         |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|Current                                                                        |   |               |   |   |              |  
|Cash and cash equivalents                                                      | $ | 534,165       |   | $ | 891,886      |  
|Prepaid expenses                                                               |   | 6,375         |   |   | 13,237       |  
|Exploration advances (Note 4)                                                  |   | 316,936       |   |   | 236,886      |  
|                                                                               |   | 857,476       |   |   | 1,142,009    |  
|                                                                               |   |               |   |   |              |  
|Equipment (Note 3)                                                             |   | 7,069         |   |   | 7,499        |  
|Mineral property interests (Note 4)                                            |   | 2             |   |   | 2            |  
|                                                                               |   |               |   |   |              |  
|Total assets                                                                   | $ | 864,547       |   | $ | 1,149,510    |  
|                                                                               |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                           |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|Current                                                                        |   |               |   |   |              |  
|Accounts payable
      and accrued liabilities                                 | $ | 54,413        |   | $ | 91,271       |  
|Due to related party (Note 6)                                                  |   | 26,824        |   |   | 36,093       |  
|                                                                               |   | 81,237        |   |   | 127,364      |  
|                                                                               |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|Stockholders' Equity                                                           |   |               |   |   |              |  
|                                                                               |   |               |   |   |              |  
|Common stock, 108,695,652 shares authorized with a par value                   |   | 20            |   |   | 20           |  
|of $0.00001 (issued: May 31, 2009 - 2,007,946;                                 |   |               |   |   |              |  
|February 28, 2009 - 2,007,946)                                                 |   |               |   |   |              |  
|Additional paid-in
      capital                                               |   | 15,399,636    |   |   | 15,370,950   |  
|Deficit accumulated during the exploration stage                               |   | (14,616,346   | ) |   | (14,348,824  | )
|                                                                               |   |               |   |   |              |  
|Total
      stockholders' equity                                               |   | 783,310       |   |   | 1,022,146    |  
|                                                                               |   |               |   |   |              |  
|Total liabilities and stockholders' equity                                     | $ | 864,547       |   | $ | 1,149,510    |  
|                                                                               |   |               |   |   |              |  
|Nature of Operations and Ability to
      Continue as a Going Concern (Note 1) |   |               |   |   |              |  
|Commitments (Note 7)                                                           |   |               |   |   |              |  
|Contingencies (Note 8)                                                         |   |               |   |   |              |  

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

---

3

|AMERICAN URANIUM CORPORATION         
|-------------------------------------
|(An Exploration Stage Company)       
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(Expressed in United States Dollars) 
|(Unaudited)                          

|                                              |   |           |   |   |           |   |   | Inception        |  
|--------------------------------------------- | - | --------- | - | - | --------- | - | - | ---------------- | -
|                                              |   | 3 Months  |   |   | 3 Months  |   |   | (March 23,       |  
|                                              |   | Ended     |   |   | Ended     |   |   | ****2005**) to** |  
|                                              |   | May 31,   |   |   | May 31,   |   |   | May 31,          |  
|                                              |   | 2009      |   |   | 2008      |   |   | 2009             |  
|                                              |   |           |   |   |           |   |   |                  |  
|Expenses                                      |   |           |   |   |           |   |   |                  |  
|                                              |   |           |   |   |           |   |   |                  |  
|Consulting fees (Note 5)                      | $ | 21,547    |   | $ | 43,628    |   | $ | 617,208          |  
|Depreciation                                  |   | 430       |   |   | 517       |   |   | 3,923            |  
|Financing
      costs                         |   | -         |   |   | -         |   |   | 761,565          |  
|General and
      administrative              |   | 37,768    |   |   | 45,902    |   |   | 328,980          |  
|Impairment of mineral interests (Note 4)      |   | -         |   |   | -         |   |   | 8,384,554        |  
|Investor relations                            |   | -         |   |   | 109,945   |   |   | 298,157          |  
|Legal and
      audit                         |   | 67,728    |   |   | 100,141   |   |   | 609,157          |  
|Management fees (Notes 5
      and 6)         |   | 88,675    |   |   | 161,238   |   |   | 1,262,568        |  
|Mineral property
      expenditures (Note 4)  |   | 51,374    |   |   | 311,773   |   |   | 2,485,957        |  
|                                              |   |           |   |   |           |   |   |                  |  
|Loss before other item                        |   | (267,522  | ) |   | (773,144  | ) |   | (14,752,069      | )
|Interest income                               |   | -         |   |   | 18,967    |   |   | 135,723          |  
|                                              |   |           |   |   |           |   |   |                  |  
|Net loss                                      | $ | (267,522  | ) | $ | (754,177  | ) | $ | (14,616,346      | )
|                                              |   |           |   |   |           |   |   |                  |  
|                                              |   |           |   |   |           |   |   |                  |  
|Basic and diluted loss per share              | $ | (0.13     | ) | $ | (0.75     | ) |   |                  |  
|                                              |   |           |   |   |           |   |   |                  |  
|Weighted average number of shares outstanding |   | 2,007,946 |   |   | 1,004,514 |   |   |                  |  

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

---

4

|AMERICAN URANIUM CORPORATION                                                
|----------------------------------------------------------------------------
|(An Exploration Stage Company)                                              
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY                   
|For the period from March 23, 2005 (Date of Inception) to
      May 31, 2009
|(Expressed in United States Dollars)                                        
|(Unaudited)                                                                 

|                                     |  |               |   |   |           |   |   |            |   |   | Deficit      |   |   |               |  
|------------------------------------ |  | ------------- | - | - | --------- | - | - | ---------- | - | - | ------------ | - | - | ------------- | -
|                                     |  |               |   |   |           |   |   |            |   |   | Accumulated  |   |   |               |  
|                                     |  |               |   |   |           |   |   | Additional |   |   | During the   |   |   | Total         |  
|                                     |  | Number of     |   |   |           |   |   | Paid-in    |   |   | Exploration  |   |   | Stockholders |  
|                                     |  | common shares |   |   | Par Value |   |   | Capital    |   |   | Stage        |   |   | Equity        |  
|                                     |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Balance, March 23, 2005              |  | -             |   | $ | -         |   | $ | -          |   | $ | -            |   | $ | -             |  
|(date of inception)                  |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Shares issued:                       |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Initial capitalization               |  | 5,434,933     |   |   | 54        |   |   | (4         | ) |   | -            |   |   | 50            |  
|Donated services                     |  | -             |   |   | -         |   |   | 8,250      |   |   | -            |   |   | 8,250         |  
|Net loss for the period              |  | -             |   |   | -         |   |   | -          |   |   | (23,321      | ) |   | (23,321       | )
|                                     |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Balance, February 28, 2006           |  | 5,434,933     |   |   |           |   |   | 8,246      |   |   | (23,321      | ) |   | (15,021       | )
|Shares issued:                       |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Private placement                    |  | 575,815       |   |   | 6         |   |   | 52,924     |   |   | -            |   |   | 52,930        |  
|Donated services                     |  | -             |   |   | -         |   |   | 9,000      |   |   | -            |   |   | 9,000         |  
|Net loss for the year                |  | -             |   |   | -         |   |   | -          |   |   | (36,464      | ) |   | (36,464       | )
|                                     |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Balance, February 28, 2007           |  | 6,010,748     |   |   | 60        |   |   | 70,170     |   |   | (59,785      | ) |   | 10,445        |  
|Shares issued:                       |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Private placements                   |  | 183,953       |   |   | 2         |   |   | 6,346,368  |   |   | -            |   |   | 6,346,370     |  
|For purchase of
      mineral rights |  | 130,435       |   |   | 1         |   |   | 7,859,999  |   |   | -            |   |   | 7,860,000     |  
|Shares returned to treasury          |  | (5,326,087    | ) |   | (53       | ) |   | 53         |   |   | -            |   |   | -             |  
|Share issue costs                    |  | -             |   |   | -         |   |   | (283,444   | ) |   | -            |   |   | (283,444      | )
|Finders' fee                         |  | 5,615         |   |   | -         |   |   | -          |   |   | -            |   |   | -             |  
|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           |  | 1,004,664     |   |   | 10        |   |   | 14,448,644 |   |   | (2,955,958   | ) |   | 11,492,696    |  
|Shares issued                        |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Private placements                   |  | 1,000,000     |   |   | 10        |   |   | 100,000    |   |   | -            |   |   | 100,010       |  
|Mineral rights                       |  | 3,282         |   |   | -         |   |   | 80,000     |   |   | -            |   |   | 80,000        |  
|Stock-based
      compensation       |  | -             |   |   | -         |   |   | 742,306    |   |   | -            |   |   | 742,306       |  
|Net loss for the year                |  | -             |   |   | -         |   |   | -          |   |   | (11,392,866  | ) |   | (11,392,866   | )
|Balance, February 28, 2009           |  | 2,007,946     |   |   | 20        |   |   | 15,370,950 |   |   | (14,348,824  | ) |   | 1,022,146     |  
|                                     |  |               |   |   |           |   |   |            |   |   |              |   |   |               |  
|Stock-based
      compensation       |  | -             |   |   | -         |   |   | 28,686     |   |   | -            |   |   | 28,686        |  
|Net loss for the period              |  | -             |   |   | -         |   |   | -          |   |   | (267,522     | ) |   | (267,522      | )
|Balance, May 31, 2009                |  | 2,007,946     |   | $ | 20        |   | $ | 15,399,636 |   | $ | ( 14,616,346 | ) | $ | 783,310       |  

On October 17, 2008, the Company effected a 46:1 stock
consolidation of the authorized, issued and outstanding common stock (Note 5).
All share and per share amounts have been retroactively adjusted for all periods
presented.

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

---

5

|AMERICAN URANIUM CORPORATION         
|-------------------------------------
|(An Exploration Stage Company)       
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Expressed in United States Dollars) 
|(Unaudited)                          

|                                                         |   | Three    |   |   | Three     |   |   | Inception    |  
|-------------------------------------------------------- | - | -------- | - | - | --------- | - | - | ------------ | -
|                                                         |   | Months   |   |   | Months    |   |   | (March 23,   |  
|                                                         |   | Ended    |   |   | Ended     |   |   | **2005) to** |  
|                                                         |   | May 31,  |   |   | May 31,   |   |   | May 31,      |  
|                                                         |   | 2009     |   |   | 2008      |   |   | 2009         |  
|                                                         |   |          |   |   |           |   |   |              |  
|CASH FLOWS FROM OPERATING ACTIVITIES                     |   |          |   |   |           |   |   |              |  
|Net loss                                                 | $ | (267,522 | ) | $ | (754,177  | ) | $ | (14,616,346  | )
|Items not affecting cash:                                |   |          |   |   |           |   |   |              |  
|Depreciation                                             |   | 430      |   |   | 517       |   |   | 3,923        |  
|Donated rent and
      services                          |   | -        |   |   | -         |   |   | 21,750       |  
|Stock-based compensation                                 |   | 28,686   |   |   | 124,330   |   |   | 1,221,990    |  
|Write off of
      mineral interests                     |   | -        |   |   | -         |   |   | 8,384,554    |  
|Changes in assets and
      liabilities:                 |   |          |   |   |           |   |   |              |  
|Prepaid expenses                                         |   | 6,862    |   |   | 275,000   |   |   | (6,375       | )
|Exploration advances and due to Strathmore               |   | (80,050  | ) |   | (339,480  | ) |   | (316,936     | )
|Due to related
      party                               |   | (9,269   | ) |   | 13,889    |   |   | 26,824       |  
|Accounts payable and accrued liabilities                 |   | (36,858  | ) |   | (25,082   | ) |   | 54,413       |  
|Net cash used in operating activities                    |   | (357,721 | ) |   | (705,003  | ) |   | (5,226,203   | )
|                                                         |   |          |   |   |           |   |   |              |  
|CASH FLOWS FROM FINANCING ACTIVITIES                     |   |          |   |   |           |   |   |              |  
|Proceeds from issuance
      of capital stock            |   | -        |   |   | -         |   |   | 6,499,360    |  
|Cost of share issuance                                   |   | -        |   |   | -         |   |   | (283,444     | )
|Net cash provided by
      financing activities          |   | -        |   |   | -         |   |   | 6,215,916    |  
|                                                         |   |          |   |   |           |   |   |              |  
|CASH FLOWS FROM INVESTING ACTIVITIES                     |   |          |   |   |           |   |   |              |  
|Acquisition of mineral rights                            |   | -        |   |   | -         |   |   | (444,556     | )
|Purchase of equipment                                    |   | -        |   |   | -         |   |   | (10,992      | )
|Net cash used in investing activities                    |   | -        |   |   | -         |   |   | (455,548     | )
|                                                         |   |          |   |   |           |   |   |              |  
|Increase (decrease) in cash and cash equivalents         |   |          |   |   |           |   |   |              |  
|during the period                                        |   | (357,721 | ) |   | (705,003  | ) |   | 534,165      |  
|                                                         |   |          |   |   |           |   |   |              |  
|Cash and cash equivalents, beginning of period           |   | 891,886  |   |   | 4,104,596 |   |   | -            |  
|                                                         |   |          |   |   |           |   |   |              |  
|Cash and cash equivalents, end of period                 | $ | 534,165  |   | $ | 3,399,593 |   | $ | 534,165      |  
|                                                         |   |          |   |   |           |   |   |              |  
|Cash paid for interest during the period                 | $ | -        |   | $ | -         |   |   |              |  
|                                                         |   |          |   |   |           |   |   |              |  
|Cash paid for income taxes during the period             | $ | -        |   | $ | -         |   |   |              |  
|                                                         |   |          |   |   |           |   |   |              |  
|Supplemental disclosure with respect to
      cash flows |   |          |   |   |           |   |   |              |  
|Cash paid for interest during the period                 | $ | -        |   | $ | -         |   |   |              |  
|Cash paid for income taxes during the
      period       | $ | -        |   | $ | -         |   |   |              |  

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

---

- 6 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
      GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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. On October 17, 2008, the
      company effected a 46: 1 stock consolidation of the authorized, issued and
      outstanding common stock. As a result, the authorized share capital
      decreased from 5,000,000,000 shares of common stock to 108,695,652 shares
      of common stock.                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 reserves that are economically
      recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared on a going
      concern basis, which assumes the Company will continue to realize its
      assets and discharge its liabilities and commitments in the normal course
      of business. The Company has not generated revenues and has accumulated
      losses of $14,616,346 since inception and is unlikely to generate earnings
      in the immediate or foreseeable future. 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 achieve its operating objectives, confirmation of the
      Companys interests in the underlying properties and the attainment of
      profitable operations. Management cannot provide assurances that such
      plans will occur. These factors raise substantial doubt regarding the
      Companys ability to continue as a going concern. 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.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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 28,
      2009. The results of operations for the three-month period ended May 31,
      2009 are not necessarily indicative of the results to be expected for the
      year ending February 28, 2010.                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the quarter ended May 31, 2009, the Company
      dissolved its wholly-owned inactive subsidiary, American Uranium
      Corporation, which was incorporated in
Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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- 7 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These financial statements have been prepared in
      conformity with generally accepted accounting principles in the United
      States of America.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated financial statements include the
      accounts of American Uranium Corporation, a Nevada corporation, and its
      wholly-owned subsidiary, American Uranium Corporation (the subsidiary),
      a Delaware corporation. During the quarter ended May 31, 2009, the
      subsidiary was dissolved.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of financial statements in accordance
      with United States generally accepted accounting principles requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and the disclosure of contingent assets
      and liabilities at the date of the financial statements and the reported
      amount of revenues and expenses during the reporting period. The Company
      regularly evaluates estimates and assumptions related to deferred income
      tax asset valuation allowances, asset impairment, stock- based
      compensation and loss contingencies. The Company bases its estimates and
      assumptions on current facts, historical experience and various other
      factors that it believes to be reasonable under the circumstances, the
      results of which form the basis for making judgments about the other
      sources. The actual results experienced by the Company may differ
      materially and adversely from the Companys estimates. To the extent there
      are material differences between estimates and the actual results, future
      results of operations will be affected.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Cash and Cash Equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Cash and cash equivalents include cash in banks, money
      market funds, and certificates of term deposits with maturities of less
      than three months from inception, which are readily convertible to known
      amounts of cash and which, in the opinion of management, are subject to an
      insignificant risk of loss in value. Cash and cash equivalents consist
      entirely of cash on deposit with high quality major financial
      institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Equipment consists of office and computer equipment and
      is recorded at cost less accumulated depreciation. Depreciation is
      recorded on a declining balance basis at rates ranging from 20% to 30% per
      annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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- 8 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral Rights and Mineral Property
    Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company follows a policy of expensing exploration
      expenditures as incurred. Such expenditures include exploration and
      administration expenditures. Mineral property acquisition costs are
      capitalized when incurred and are classified as tangible assets and are
      evaluated for impairment and written down as required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Management periodically reviews the carrying value of its
      investments in mineral leases and claims with internal and external mining
      related professionals. A decision to abandon, reduce or expand a specific
      project is based upon many factors including general and specific
      assessments of mineral deposits, anticipated future mineral prices,
      anticipated future costs of exploring, developing and operating a
      production mine, the expiration term and ongoing expenses of maintaining
      mineral properties and the general likelihood that the Company will
      continue exploration on such project. The Company does not set a
      pre-determined holding period for properties with unproven deposits,
      however, properties which have not demonstrated suitable metal
      concentrations at the conclusion of each phase of an exploration program
      are re-evaluated to determine if future exploration is warranted, whether
      there has been any impairment in value and that their carrying values are
      appropriate.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | If an area of interest is abandoned or it is determined
      that its carrying value cannot be supported by future production or sale,
      the related costs are charged against operations in the year of
      abandonment or determination of value. The amounts recorded as mineral
      leases and claims represent costs to date and do not necessarily reflect
      present or future values.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Companys exploration activities and proposed mine
      development are subject to various laws and regulations governing the
      protection of the environment. These laws are continually changing,
      generally becoming more restrictive. The Company has made, and expects to
      make in the future, expenditures to comply with such laws and
      regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The accumulated costs of properties that are developed on
      the stage of commercial production will be amortized to operations through
      unit-of-production depletion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Asset Retirement Obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company records the fair value of the liability for
      closure and removal costs associated with the legal obligations upon
      retirement or removal of any tangible long-lived assets in accordance with
      Statements of Financial Accounting Standards No. 143, "Accounting for
      Asset Retirement Obligations". The initial recognition of any liability
      will be capitalized as part of the asset cost and depreciated over its
      estimated useful life. To date, the Company has not incurred any asset
      retirement obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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- 9 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Impairment of Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Long-lived assets are continually reviewed for impairment
      whenever events or changes in circumstances indicate that the carrying
      amount of an asset may not be recoverable. Recoverability of assets to be
      held and used is measured by a comparison of the carrying amount of an
      asset to undiscounted future net cash flows expected to be generated by
      the asset. If such assets are considered to be impaired, the impairment to
      be recognized is measured by the amount by which the carrying amount of
      the assets exceeds the fair value of the assets.                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company records stock-based compensation in
      accordance with SFAS No. 123R Accounting for Stock- based Compensation
      (SFAS 123R), and applied the recommendations of this standard using the
      modified prospective method. Under this application, the Company is
      required to record compensation expense, based on the fair value of the
      awards, for all awards granted after the date of the adoption and for the
      unvested portion of previously granted awards that remain outstanding as
      at the date of adoption. Prior to the adoption of SAFS 123R, the Company
      did not issue any compensation awards.                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The Company follows the asset and liability method of
      accounting for income taxes in accordance with Statements of Financial
      Accounting Standards No. 109, "Accounting for Income Taxes". Under this
      method, deferred income taxes are recognized for the deferred income tax
      consequences attributable to differences between the financial statement
      carrying values of existing assets and liabilities and their respective
      income tax bases (temporary differences). Deferred income tax assets and
      liabilities are measured using enacted income tax rates expected to apply
      to taxable income in the years in which temporary differences are expected
      to be recovered or settled. The effect on future income tax assets and
      liabilities of a change in tax rates is included in income in the period
      in which the change occurs.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The amount of future income tax assets recognized is
      limited to the amount that is more likely than not to be
  realized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In June 2006, the FASB issued Interpretation No.48,
      Accounting for Uncertainty in Income Taxes  an interpretation of FASB
      Statement 109 (FIN 48). This interpretation clarifies the recognition
      threshold and measurement of a tax position taken or expected to be taken
      on a tax return, and requires expanded disclosure with respect to the
      uncertainty in income taxes. FIN 48 also provides guidance on
      derecognition, classification, interest and penalties, accounting in
      interim periods, disclosures and transition. The Company adopted the
      provisions of FIN 48 on March 1, 2007.                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Foreign Currency Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | The functional currency of the Company is the United
      States dollar. Accordingly, monetary assets and liabilities denominated in
      a foreign currency are translated at the exchange rate in effect at the
      balance sheet date while non- monetary assets and liabilities denominated
      in a foreign currency are translated at historical rates. Revenue and
      expense items denominated in a foreign currency are translated at exchange
      rates prevailing when such items are recognized in the statement of
      operations. Exchange gains or losses arising on translation of foreign
      currency items are included in the statement of
  operations.                                                                                                                                                                                                               

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- 10 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Comprehensive Loss                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | SFAS No. 130, Reporting Comprehensive Income
      establishes standards for the reporting of comprehensive loss and its
      components in the financial statements. As at May 31, 2009 and May 31,
      2008, the comprehensive loss and net loss are the same. Therefore, the
      Company has not included a schedule of comprehensive loss in the financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Financial instruments which include cash and cash
      equivalents, exploration advances, accounts payable and accrued
      liabilities and due to related party were estimated to approximate their
      carrying values due to the immediate short-term maturity of these
      financial instruments. Some of the Companys operations are in Canada,
      which results in exposure to market risks from changes in foreign currency
      rates. The financial risk is the risk to the Companys operations that
      arise from fluctuations in foreign currency exchange rates and the degree
      of volatility of those rates. Currently the Company does not use
      derivative instruments to reduce its exposure to foreign currency
    risk.                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company computes its net loss per share in accordance
      with SFAS No. 128, Earnings per Share. SFAS No. 128 requires
      presentation of both basic and diluted earnings per share (EPS) on the
      face of the income statement. Basic EPS is computed by dividing net income
      (loss) available to common stockholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period.
      Diluted EPS gives effect to all dilutive potential common shares
      outstanding during the period using the treasury stock method. In
      computing diluted EPS, the average stock price for the period is used in
      determining the number of shares assumed to be purchased from the exercise
      of stock options or warrants. At May 31, 2009, potentially dilutive common
      shares relating to options and warrants outstanding totalling 127,846
      (February 29, 2009  127,846) were not included in the computation of loss
      per share because the effect was anti-dilutive.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Comparative figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Certain comparative figures have been reclassified to
      conform to the current years presentation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Recent 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.
      The adoption of SFAS 157 did not have an impact on the Companys
      consolidated balance sheets or statements of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | 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. The adoption of SFAS
      159 did not have an impact on the Companys consolidated balance sheets or
      statements of operations.                                                                                                                                                                                                                                                                                                                            

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- 11 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | Recent accounting pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 for fiscal years beginning on after December 15, 2008.
      The adoption of this statement did not have a material effect on the
      Companys 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. SFAS No. 160 is effective
      for fiscal years beginning on or after December 15, 2008 and interim
      periods within those fiscal years. 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. The adoption of this statement did not have a material
      effect on the Companys consolidated financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In March 2008, the FASB issued SFAS 161 Disclosures
      about Derivative Instruments and Hedging Activities  an amendment of SFAS
      133. This Statement 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 this statement did not have a material effect on
      the Companys consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 consolidated financial
      statements.               

---

- 12 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recent accounting pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | FSP 142-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In April 2008, the FASB issued FSP No. 142-3,
      "Determination of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP
      142-3 amends the factors an entity should consider in developing renewal
      or extension assumptions used in determining the useful life of recognized
      intangible assets under FASB Statement No. 142, "Goodwill and Other
      Intangible Assets". This new guidance applies prospectively to intangible
      assets that are acquired individually or with a group of other assets in
      business combinations and asset acquisitions. FSP 142- 3 is effective for
      financial statements issued for fiscal years and interim periods beginning
      after December 15, 2008. Early adoption is prohibited. FSP 142-3 did not
      have a material impact on the Companys consolidated financial
      statements.                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | APB 14-1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In May 2008, FASB issued FASB Staff Position ("FSP") APB
      14-1, "Accounting for Convertible Debt Instruments That May Be Settled in
      Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-
      1"). FSP APB 14-1 clarifies that convertible debt instruments that may be
      settled in cash upon either mandatory or optional conversion (including
      partial cash settlement) are not addressed by paragraph 12 of APB Opinion
      No. 14, "Accounting for Convertible Debt and Debt issued with Stock
      Purchase Warrants." Additionally, FSP APB 14-1 specifies that issuers of
      such instruments should separately account for the liability and equity
      components in a manner that will reflect the entity's nonconvertible debt
      borrowing rate when interest cost is recognized in subsequent periods. FSP
      APB 14-1 is effective for financial statements issued for fiscal years
      beginning after December 15, 2008, and interim periods within those fiscal
      years. The implementation of APB 14-1 did not have a material impact on
      the Companys consolidated financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                    |   | May
      31, 2009 |  |   | February 28, 2009 |  |   |          | 
| | ------------------ | - | ------------------ |  | - | ----------------- |  | - | -------- | 
| |                    |   |                    |  |   | Accumulated       |  |   | Net Book | 
| |                    |   | Cost               |  |   | Depreciation      |  |   | Value    | 
| | Office equipment   | $ | 3,153              |  | $ | 1,122             |  | $ | 2,031    | 
| | Computer equipment |   | 7,839              |  |   | 2,801             |  |   | 5,038    | 
| |                    | $ | 10,992             |  | $ | 3,923             |  | $ | 7,069    | 

---

- 13 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

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

- Issue 130,435 shares of common stock (which were
  issued during the year ended February 29, 2008 with a quoted market 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) of which none were acquired; and
- Contribute a total of $33,000,000 to cover
  expenditures on the property over a six-year period, of which $1,500,000 must
  be incurred in the first year (paid), $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, 2009, the Company has
      advanced to Strathmore, as operator, $316,936 (February 28, 2009 -
      $236,886) in respect of future exploration 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.                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | Effective September 18, 2008, the Company entered into an
      option agreement with Nu Star Exploration, LLC (Nu Star) to earn 100%
      interest in various mining claims known as Big, Candy, Rush, and
      Wit in the State of Arizona for a term of one year. Collectively, these
      mineral claims are referred to as Arizona Properties. In consideration,
      the Company agreed to pay Nu Star the sum of $144,556 (paid) and issue
      3,282 shares (issued) of common stock with a quoted market value of
      $80,000.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    | In consideration of any renewal terms entered into by the
      Company, the Company agrees to make additional cash payments or issue
      common shares to Nu Star as follows:                                                                                                                                                                                                                                                                                                                                                                          

| | Renewal
      Term                       | Cash                          | Value of Shares              
| | ---------------------------------------- | ----------------------------- | -----------------------------
| |                                          |                               |                              
| | September 18, 2009 through               |                               |                              
| | September 17, 2010 (1st Renewal Term)    | $100,000                      | $100,000                     
| | September 18, 2010 through               |                               |                              
| | September 17, 2011 (2nd Renewal Term)    | $125,500                      | $125,500                     
| | September 18, 2011 through               |                               |                              
| | September 17, 2012 (3rd Renewal Term)    | $150,500                      | $150,500                     
| |                                          |                               |                              
| | September 18, 2012 through September 17, | An amount
      equivalent to | An amount
      equivalent to
| | 2013 (4thRenewal Term) and all           | previous Lease Renewal        | previous Lease Renewal       
| | Subsequent Renewal Terms                 | Term plus
      $25,000       | Term plus
      $25,000      

---

- 14 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|4. | MINERAL PROPERTY INTERESTS(continued)
|-- | -------------------------------------
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      
|   |                                      

| | Lease Period                                                       |   | Amount  | 
| | ------------------------------------------------------------------ | - | ------- | 
| | September 18, 2008 through September 17,
      2009 (Initial Term) | $ | NIL     | 
| | 1st Renewal Term                                                   | $ | 250,000 | 
| | 2nd Renewal Term                                                   | $ | 400,000 | 
| | 3rd Renewal Term                                                   | $ | 400,000 | 
| | Each subsequent lease renewal term                                 | $ | 400,000 | 

| | c) | Mineral property interests are summarized as
    follows:
| | -- | ---------------------------------------------------------

| |                             |   | May
      31, |  |   | February 28, | 
| | --------------------------- | - | ------------- |  | - | ------------ | 
| |                             |   | 2009          |  |   | 2009         | 
| |                             |   |               |  |   |              | 
| | Pinetree/Reno Creek         |   |               |  |   |              | 
| | Balance, beginning of year  | $ | 1             |  | $ | 8,160,000    | 
| | Payment to optionor         |   | -             |  |   | -            | 
| | Issuance of common shares   |   | -             |  |   | -            | 
| |                             |   | 1             |  |   | 8,160,000    | 
| | Write down of mineral right |   | -             |  |   | 8,159,999    | 
| |                             |   | 1             |  |   | 1            | 
| |                             |   |               |  |   |              | 
| | Arizona Properties          |   |               |  |   |              | 
| | Balance, beginning of year  |   | 1             |  |   | -            | 
| | Payment to optionor         |   | -             |  |   | 144,556      | 
| | Issuance of common shares   |   | -             |  |   | 80,000       | 
| |                             |   | 1             |  |   | 224,556      | 
| | Write down of mineral right |   | -             |  |   | 224,555      | 
| |                             |   | 1             |  |   | 1            | 
| | Total                       | $ | 2             |  | $ | 2            | 

---

- 15 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|4. | MINERAL PROPERTY INTERESTS(continued)
|-- | -------------------------------------
|   |                                      
|   | c)                                   
|   |                                      
|   |                                      
|   |                                      
|   | d)                                   

| |                                  |   |              |  |   |              |  |   | Inception    | 
| | -------------------------------- | - | ------------ |  | - | ------------ |  | - | ------------ | 
| |                                  |   | Three months |  |   | Three months |  |   | (March 23,   | 
| |                                  |   | ended        |  |   | ended        |  |   | **2005**) to | 
| |                                  |   | May 31, 2009 |  |   | May 31, 2008 |  |   | May 31, 2009 | 
| |                                  |   |              |  |   |              |  |   |              | 
| | Pinetree/Reno Creek              |   |              |  |   |              |  |   |              | 
| | Claim maintenance                | $ | -            |  | $ | 36,013       |  | $ | 223,287      | 
| | Camp and field supplies          |   | 7,386        |  |   | 6,835        |  |   | 206,955      | 
| | Drilling                         |   | -            |  |   | 226          |  |   | 1,233        | 
| | Environmental & permitting       |   | 25,846       |  |   | 154,165      |  |   | 476,710      | 
| | Geological and geophysical (1)   |   | 18,142       |  |   | 108,790      |  |   | 1,485,132    | 
| | Travel and accommodation         |   | -            |  |   | 5,744        |  |   | 26,390       | 
| |                                  |   | 51,374       |  |   | 311,773      |  |   | 2,419,707    | 
| | Arizona Properties               |   |              |  |   |              |  |   |              | 
| | Environmental &
      permitting |   | -            |  |   | -            |  |   | 57,500       | 
| |                                  |   |              |  |   |              |  |   |              | 
| | Other                            |   | -            |  |   | -            |  |   | 8,750        | 
| |                                  | $ | 51,374       |  | $ | 311,773      |  | $ | 2,485,957    | 

| | (1) | 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 October 17, 2008, the Company effected a 46:1 reverse
      stock split of the authorized, issued and outstanding common stock. All
      share and per share amounts have been retroactively adjusted for all
      periods presented.
|   |                                                                                                                                                                                                                                           
|   | Share Issuances                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                           
|   | On March 23, 2005, the Company issued 5,434,878 founder
      shares to the former President of the Company at a price of $0.0000092 per
      share for cash proceeds of $50.                                                            
|   |                                                                                                                                                                                                                                           
|   | On September 8, 2006, the Company issued 575,815 shares
      of common stock at a price of $0.092 per share for proceeds of
    $52,930.                                                                                                 
|   |                                                                                                                                                                                                                                           
|   | On June 1, 2007, the President of the Company returned,
      for no consideration, 5,326,087 shares of common stock to treasury for
      cancellation.                                                                                  

---

- 16 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|5. | COMMON STOCK(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On August 24, 2007, the Company issued 130,435 shares of
      common stock with a value of $7,860,000 (based on the quoted market value
      on the agreement date) pursuant to an option agreement with Strathmore
      (Note 4).                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In August 2007, the Company completed a private placement
      consisting of 175,801 units at a price of $34.50 per unit for aggregate
      proceeds of $6,065,120. 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 $57.50 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 5,615 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 8,152 units at a price of $34.50 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 $57.50 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, as above.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 February 28, 2009, the full penalty as a financing cost in the
      amount of $761,565 had been paid.              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | On September 18, 2008, the Company issued 3,282 common
      shares with a fair value of $80,000 pursuant to an option agreement with
      Nu Star (Note 4).                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | In December 2008, the Company completed a non-brokered
      private placement for the issuance of 1,000,000 common shares at $0.10 per
      share and received $10 when the subscription was signed. The total
      proceeds of on this transaction was $100,010.                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | Share purchase warrant transactions are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

| |                                    |  |           |  |   | Weighted | 
| | ---------------------------------- |  | --------- |  | - | -------- | 
| |                                    |  |           |  |   | Average  | 
| |                                    |  | Number of |  |   | Exercise | 
| |                                    |  | Warrants  |  |   | Price    | 
| | Balance at February 28, 2008       |  | 91,976    |  | $ | 57.50    | 
| | Issued                             |  | -         |  |   | -        | 
| | February 28, 2009 and May 31, 2009 |  | 91,976    |  | $ | 57.50    | 

---

- 17 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|5. | COMMON STOCK(continued)
      Share Purchase Warrants(continued)                              
|-- | ----------------------------------------------------------------------------------------------
|   |                                                                                               
|   | At May 31, 2009, the following share purchase warrants
      were outstanding and exercisable:

| |                          | Exercise |                
| | ------------------------ | -------- | ---------------
| | Number of
      Warrants | Price    | Expiry Date    
| |                          |          |                
| | 91,976                   | $ 57.50  | 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 108,696 shares of common stock. At May 31,
2009, the Company had 72,826 shares of common stock available to be issued under
the Plan (February 28, 2009 -72,826).

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. Compensation expense for
stock options granted to employees and 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 remeasured 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.

Stock option transactions restated to
reflect the 46:1 share consolidation and are summarized as follows:

| |                                                     |  |           |   |   | Weighted       | 
| | --------------------------------------------------- |  | --------- | - | - | -------------- | 
| |                                                     |  | Number of |   |   | Average        | 
| |                                                     |  | Options   |   |   | Exercise Price | 
| |                                                     |  |           |   |   |                | 
| | Balance at February 28, 2008                        |  | 32,065    |   | $ | 49.78          | 
| | Granted                                             |  | 22,826    |   | $ | 52.57          | 
| | Forfeited                                           |  | (17,391   | ) | $ | 55.20          | 
| | Balance at
      February 28, 2009 and May 31, 2009 |  | 35,870    |   | $ | 48.93          | 

The weighted average fair value per
stock option granted during the period ended May 31, 2009 was $Nil (May 31, 2008
- $24.38) .

---

- 18 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|5. | COMMON STOCK(continued)
      Stock Options(continued)                              
|-- | ------------------------------------------------------------------------------------
|   |                                                                                     
|   | At May 31, 2009, the following stock options were
      outstanding and exercisable:

| |             |   |          |  |   | Aggregate |  |  |                   |  |  |             |  |   | Aggregate | 
| | ----------- | - | -------- |  | - | --------- |  |  | ----------------- |  |  | ----------- |  | - | --------- | 
| |             |   |          |  |   | Intrinsic |  |  |                   |  |  |             |  |   | Intrinsic | 
| | Number of   |   |          |  |   | Value     |  |  |                   |  |  | Number of   |  |   | Value     | 
| | Options     |   | Exercise |  |   | Closing   |  |  |                   |  |  | Options     |  |   | Closing   | 
| | Outstanding |   | Price    |  |   | Value     |  |  | Expiry Date       |  |  | Exercisable |  |   | Value     | 
| |             |   |          |  |   |           |  |  |                   |  |  |             |  |   |           | 
| | 6,522       | $ | 46.00    |  | $ | -         |  |  | January 15, 2013  |  |  | 3,261       |  | $ | -         | 
| | 6,522       | $ | 39.10    |  | $ | -         |  |  | February 14, 2013 |  |  | 3,261       |  | $ | -         | 
| | 5,435       | $ | 36.80    |  | $ | -         |  |  | March 14, 2012    |  |  | 2,173       |  | $ | -         | 
| | 17,391      | $ | 57.50    |  | $ | -         |  |  | August 1, 2012    |  |  | 17,391      |  | $ | -         | 
| | 35,870      |   |          |  | $ | -         |  |  |                   |  |  | 26,086      |  | $ | -         | 

The aggregate intrinsic value in the
preceding table represents the total intrinsic value, based on the Companys
closing stock price of $0.12 per share as of May 31, 2009, which would have been
received by the option holders had all option holders exercised their options as
of that date. The total number of in-the-money options vested and exercisable as
of May 31, 2009 was $Nil. As of May 31, 2009, 26,086 (February 28, 2009 24,456)
outstanding options were vested and exercisable and the weighted average
exercise price was $48.93 (February 28, 2009 - $48.93) . The total intrinsic
value of options exercised during the period ended May 31, 2009 was $Nil
(February 28, 2009 - $Nil).

The following table summarizes
information regarding the non-vested stock purchase options outstanding as of
May 31, 2009.

| |                                         |  |                   |   |   | Weighted   | 
| | --------------------------------------- |  | ----------------- | - | - | ---------- | 
| |                                         |  |                   |   |   | Average    | 
| |                                         |  |                   |   |   | Grant-Date | 
| |                                         |  | Number of Options |   |   | Fair Value | 
| | Non-vested options at February 29, 2008 |  | 22,826            |   | $ | 43.24      | 
| | Granted                                 |  | 22,826            |   | $ | 25.30      | 
| | Vested                                  |  | (21,196           | ) | $ | 27.91      | 
| | Cancelled/forfeited                     |  | (13,042           | ) | $ | 40.94      | 
| | Non-vested options at February 28, 2009 |  | 11,414            |   | $ | 38.74      | 
| | Granted                                 |  | -                 |   | $ | -          | 
| | Vested                                  |  | (1,630            | ) | $ | 39.10      | 
| | Cancelled/forfeited                     |  | -                 |   | $ | -          | 
| | Non-vested options at May 31, 2009      |  | 9,784             |   | $ | 39.45      | 

At May 31, 2009, there was unamortized
compensation expense of $121,248 relating to the outstanding unvested options.
This unrecognized compensation cost is expected to be recognized over a
weighted-average period of 3.38 years.

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- 19 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|5. | COMMON STOCK(continued)                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                               
|   | The fair value of stock options granted during the period
      ended May 31, 2009 was $Nil (2008 - $132,671). 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:

| |                 |   | Three   |  |   | Three   |  |   | Inception  | 
| | --------------- | - | ------- |  | - | ------- |  | - | ---------- | 
| |                 |   | Months  |  |   | Months  |  |   | (March 23, | 
| |                 |   | Ended   |  |   | Ended   |  |   | 2005) to   | 
| |                 |   | May 31, |  |   | May 31, |  |   | May 31,    | 
| |                 |   | 2009    |  |   | 2008    |  |   | 2009       | 
| | Expenses        |   |         |  |   |         |  |   |            | 
| | Consulting fees | $ | 11      |  | $ | 41,528  |  | $ | 477,323    | 
| | Management fees |   | 28,675  |  |   | 82,802  |  |   | 744,667    | 
| |                 | $ | 28,686  |  | $ | 124,330 |  | $ | 1,221,990  | 

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

| |                                  |  | Year
      Ended | 
| | -------------------------------- |  | ---------------- | 
| |                                  |  | February 28      | 
| |                                  |  | 2009             | 
| |                                  |  |                  | 
| | Risk-free interest rate          |  | 1.61% - 4.59%    | 
| | Expected life of options (years) |  | 4 - 5            | 
| | Annualized volatility            |  | 215% - 240%      | 
| | Dividend rate                    |  | 0%               | 

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                    
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                               
|   | During the three months ended May 31, 2009, the Company
      paid $60,000 in management fees to a related party (2008 - $60,000). As at
      May 31, 2009, the Company owed an officer of the Company $26,824 (February
      28, 2009 - $36,093) for expenses paid on behalf of he Company.
|   |                                                                                                                                                                                                                                                                                               
|   | 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 by the related
    parties.                                                                              

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- 20 -

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|May 31, 2009 (Expressed in US dollars)        
|(Unaudited)                                   

|7. | COMMITMENTS                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective January 1, 2009, the Company entered into a
      management service contract with a company controlled by an officer of the
      Company. The Company agreed to pay $20,000 per month for a period of 24
      months. In addition, the following bonus must be paid in cash or in shares
      within 30 days following the Companys achievement of the following
      milestones:

| | Milestone | Occurrence                                                                                                                                                                                                                | Bonus Amount
| | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------
| | 1         | Company contributes $12,500,000 to Pine Tree-Reno Creek
      project and earns 22.5% interest                                                                                                                            | $120,000    
| | 2         | Company completes its obligation under the Joint Venture
      Agreement with Strathmore Minerals and earns 60% of the Pine Tree-Reno
      Creek project                                                                 | $120,000    
| | 3         | Pine Tree-Reno Creek properties are put into profitable
      production by the Joint Venture or by a succeeding entity in which Company
      has an interest comparable to its interest in the Strathmore Joint Venture | $240,000    
| | 4         | Companys U3O8 NI43-101 resource interest
      exceed a total of 20,000,000 lbs                                                                                                                                          | US$60,000   
| | 5         | Companys U3O8 NI 43-101
      resource interest exceed a total of 30,000,000 lbs                                                                                                                                         | US$100,000  

As of May 31, 2009, the Company had not achieved the milestones
noted above.

|8. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On April 15, 2009, the Company received notice
      purportedly on behalf of a shareholder regarding a potential claim by a
      shareholder regarding the private placement completed in January 2009. No
      claim has yet been made and the Company cannot quantify the claim in terms
      of potential damages. At this time, any potential outcome from this matter
      is indeterminable and will be accounted for in the period in which the
      outcome becomes likely.

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- 21 -

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

Forward-Looking Statements

This report contains forward-looking statements. 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 Item 1A. Risk Factors beginning on page 30 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 relating to general or market-specific economic or market factors;
- 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.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

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.

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- 22 -

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

Corporate Overview and Description of our Business

We were incorporated in the State of Nevada on March 23, 2005
(Inception) under the name Alpine Resources Corporation. On April 10, 2007, we
changed our name to American Uranium Corporation. We effected this name change
by merging with our wholly owned subsidiary, named American Uranium
Corporation, a Nevada corporation that we formed specifically for this purpose.
We changed the name of our company to better reflect the direction and business
of our company.

We are an Exploration Stage company, as defined by Financial
Accounting Standards Board (FASB) Statement No.7 and Securities and Exchange
Commission (SEC) Industry Guide 7. Our principle business is the acquisition
and exploration of mineral property interests in the United States.

Financial Condition

Our financial condition for the three months ended May 31, 2009
and the fiscal year ended February 28, 2009 and the changes between those
periods for the respective items are summarized below.

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

|                    |   | May 31, 2009 |  |   | February 28, 2009 | 
|------------------- | - | ------------ |  | - | ----------------- | 
|Current Assets      | $ | 857,476      |  | $ | 1,142,009         | 
|Current Liabilities |   | 81,237       |  |   | 127,364           | 
|Working Capital     | $ | 776,239      |  | $ | 1,014,645         | 

In order to finance our operations, we intend to sell shares of
our equity securities. Also, we may consider selling our Reno Creek data package
and our Wyoming DEQ Deep Injection Well Permit, which are respectively valued at
$975,000 and $25,000, their costs of acquisition. The recent weakening of
economic conditions in the U.S. and around the world have made it difficult for
us to raise money to fund our planned operations. If we are unable to raise the
funds we need for at least the maintenance of either our Pinetree-Reno Creek or
Nu Star interests or we are unable to fund the acquisition of a new interest, we
will likely go out of business. If we go out of business, our investors will
likely lose their entire investment in our company.

We do not expect that the difficult economic conditions are
likely to improve significantly in the near future. Further deterioration of the
economy, and even consumer fear that the economy will deteriorate further could
intensify the adverse effects of these difficult market conditions.

As of May 31, 2009 our working capital decreased from the
February 28, 2009 year-end by 23% due to the continued expenditure of funds
without raising new capital. We have incurred recurring losses from inception.
Our ability to meet our financial obligations and commitments is primarily
dependent upon continued financial support of our shareholders, directors and
the continued issuance of equity to new and existing shareholders.

Cash Flows

|                                                              |   | Three Months Ended May 31 |  
|------------------------------------------------------------- | - | ------------------------- | -
|                                                              |   | 2009                      |  
|Cash flow provided by (used in) operating
      activities    | $ | (357,721                  | )
|Cash provided by(used in) financing activities                |   | Nil                       |  
|Cash flow provided by (used in) investing
      activities    |   | Nil                       |  
|Decrease in cash
      and cash equivalents during the period | $ | (357,721                  | )

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- 23 -

Cash Used in Operating Activities

Our cash used in operating activities for the three months
ended May 31, 2009 compared to our cash used in operating activities for the
three months ended May 31, 2008 decreased by 49% largely due to a $259,430
decrease in the amount that we spent on exploration advances due to Strathmore
from $339,480 for the three months ended May 31, 2008 compared to $80,050 for
the three months ended May 31, 2009.

Cash Provided by Financing Activities

There was no change in our cash provided by or used in
financing activities for the three months ended May 31, 2009 compared to our
cash provided by or used in financing activities for the three months ended May
31, 2008 because it was nil for both periods.

Cash Used in Investing Activities

There was no change in our cash provided by or used in
investing activities for the three months ended May 31, 2009 compared to our
cash provided by or used in investing activities for the three months ended May
31, 2008 because it was nil for both periods.

Results of Operation

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the year ended
February 28, 2009 and our unaudited financial statements for the three months
ended May 31, 2009.

Revenues

We have had no operating revenues since our inception on March
23, 2005 through to the period ended May 31, 2009. We anticipate that we will
not generate any revenues for so long as we are an exploration stage company.

Expenses

In the tables below show our expenses for the three month
periods ended May 31, 2009 and May 31, 2008:

|                              |   | Three Months Ended | 
|----------------------------- | - | ------------------ | 
|                              |   | May 31             | 
|                              |   | 2009               | 
|Expenses                      |   |                    | 
|Consulting fees               | $ | 21,547             | 
|Depreciation                  |   | 430                | 
|General and administrative    |   | 37,768             | 
|Investor relations            |   | -                  | 
|Legal and audit               |   | 67,728             | 
|Management fees               |   | 88,675             | 
|Mineral property expenditures |   | 51,374             | 
|Total Expenses                | $ | 267,522            | 

Consulting fees: The decrease in consulting fees spent
for the three months ended May 31, 2009 compared to the three months ended May
31, 2008 was largely due to a reduction of stock based compensation from May
2008 to May 2009.

---

- 24 -

Investor relations: The 100% decline in 2009 is mostly
the result of the June 2008 termination of the Companys Investor Relations
contract with Michael Baybak.

Legal and audit: This decrease was due to a concerted
effort to reduce costs by replacing the accounting and related services with a
new service provider.

Management fees: The major reason for the decrease for
the three months ended May 31, 2009 compared to the three months ended May 31,
2008 was the departure of our former CFO and a director of the Company.

Mineral property expenditures: The decrease for the
three months ended May 31, 2009 compared to the three months ended May 31, 2008
was due to a general reduction in activities to preserve cash.

Anticipated Cash Requirements

We estimate that our total expenditures over the 12 months to
end May 31, 2010 will be approximately $1,420,000:

|Consulting fees                    | $ | 40,000    | 
|---------------------------------- | - | --------- | 
|General and administrative         |   | 100,000   | 
|Investor relations                 |   | 16,000    | 
|Legal and audit                    |   | 120,000   | 
|Management fees                    |   | 324,000   | 
|Mineral property exploration costs |   | 820,000   | 
|Total                              | $ | 1,420,000 | 

At May 31, 2009, we had cash resources of $534,165 and accounts
payable and accrued liabilities of $54,413 and due to related party of $26,824
for reimbursement of expenses. We would have $452,928 available after paying off
the liabilities. We believe that we will require additional funds to implement
our growth strategy in exploration operations over the next 12 months ending May
31, 2010. 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.

The recent weakening of economic conditions in the U.S. and
around the world could have harmful effects on our ability to raise money to
fund our planned operations. If this happens, we would likely go out of business
and our investors will lose their entire investment in our company.

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,
2009 was $14,616,346. We had cash and cash equivalents in the amount of $534,165
as of May 31, 2009, which is not expected to meet our planned cash requirements
for the ensuing year. We have no income from operations. We have reduced our
budget and estimate our average monthly operating expenses to be approximately
$100,000 each month. We cannot provide assurances that we will be able to
successfully explore the current property and project and develop our business.
These circumstances raise substantial doubt about our ability to continue as a
going concern. If we are unable to continue as a going concern, investors will
likely lose all of their investments in our company. Therefore, there is
substantial doubt about our ability to continue operations in the future as a
going concern as described in the auditors report by our auditors with respect
to the consolidated financial statements for the year ended February 28, 2009.
Our audited financial statements for the year ended February 28, 2009 dont
include adjustments for this uncertainty. If we are unable to continue as a
going concern, investors will likely lose all of their investments in our
company.

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- 25 -

We believe that recent decreases in value of the common shares
of many companies worldwide will make selling shares of our common stock
increasingly difficult. If we are not able to sell enough of our shares to meet
our financial needs, we will have to consider borrowing the money we need. A
tightening of credit conditions has also been experienced in the economy
recently. Because of the recent credit crisis, it is possible that we would not
be able to borrow adequate amounts to fund our operations on terms and at rates
of interest we find acceptable and in the best interests of our company. If we
are unable to obtain the amount of money that we need to fund our operations,
then we will likely go out of business and investors will lose their entire
investment in our company.

We do not expect that the difficult economic conditions are
likely to improve significantly in the near future. Further deterioration of the
economy, and even consumer fear that the economy will deteriorate further could
intensify the adverse effects of these difficult market conditions.

Recent 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. The adoption of
SFAS 157 did not have an impact on the Companys consolidated balance sheets or
statements of operations.

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. The adoption of SFAS 159 did not have an impact on the Companys
consolidated balance sheets or statements of operations.

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 for fiscal years beginning after December
15, 2008. The adoption of this statement did not have a material effect on the
Companys 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. SFAS No. 160 is effective for fiscal years
beginning on or after December 15, 2008 and interim periods within those fiscal
years. 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. The adoption of this
statement did not have a material effect on the Companys consolidated financial
statements.

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- 26 -

In March 2008, the FASB issued SFAS 161 Disclosures about
Derivative Instruments and Hedging Activities  an amendment of SFAS 133. This
Statement 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 this
statement did not have a material impact on the Companys consolidated financial
statements.

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 consolidated financial statements.

FSP 142-3

In April 2008, the FASB issued FSP No. 142-3, "Determination of
the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends the
factors an entity should consider in developing renewal or extension assumptions
used in determining the useful life of recognized intangible assets under FASB
Statement No. 142, "Goodwill and Other Intangible Assets". This new guidance
applies prospectively to intangible assets that are acquired individually or
with a group of other assets in business combinations and asset acquisitions.
FSP 142-3 is effective for financial statements issued for fiscal years and
interim periods beginning after December 15, 2008. Early adoption is prohibited.
FSP 142-3 did not have a material impact on the Companys consolidated financial
statements.

APB 14-1

In May 2008, FASB issued FASB Staff Position ("FSP") APB 14-1,
"Accounting for Convertible Debt Instruments That May Be Settled in Cash upon
Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1
clarifies that convertible debt instruments that may be settled in cash upon
either mandatory or optional conversion (including partial cash settlement) are
not addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible
Debt and Debt issued with Stock Purchase Warrants." Additionally, FSP APB 14-1
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity's
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning after December 15, 2008, and interim periods within
those fiscal years. The implementation of APB 14-1 did not have a material
impact on the Companys consolidated financial statements.

Application of Critical Accounting Policies

The financial statements of our Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgment.

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- 27 -

The financial statements have, in managements opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:

Mineral Property and Exploration Costs

Exploration costs are expensed as incurred. Development costs
are expensed until it has been established that a mineral deposit is
commercially mineable and a production decision has been made by our company to
implement a mining plan and develop a mine, at which point the costs
subsequently incurred to develop the mine on the property prior to the start of
mining operations are capitalized.

Our company capitalizes the cost of acquiring mineral property
interests, including undeveloped mineral property interests, until the viability
of the mineral interest is determined. Capitalized acquisition costs are
expensed if it is determined that the mineral property has no future economic
value. Exploration stage mineral interests represent interests in properties
that are believed to potentially contain (i) other mineralized material such as
measured, indicated or inferred resources with insufficient drill hole spacing
to qualify as proven and probable mineral reserves and (ii) other mine-related
or greenfield exploration potential that are not an immediate part of measured
or indicated resources. Our companys mineral rights are generally enforceable
regardless of whether proven and probable reserves have been established. Our
company has the ability and intent to renew mineral rights where the existing
term is not sufficient to recover undeveloped mineral interests.

Capitalized amounts (including capitalized development costs)
are also written down if future cash flows, including potential sales proceeds,
related to the mineral property are estimated to be less than the propertys
total carrying value. Management of our company reviews the carrying value of
each mineral property periodically, and whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.
Reductions in the carrying value of a property would be recorded to the extent
that the total carrying value of the mineral property exceeds its estimated fair
value. Due to the uncertainty of the recoverability of the carrying values of
the Pinetree-Reno Creek and Arizona properties, management has recorded a write
down of $8,384,554 in the mineral property interests for the year ended February
28, 2009. As of May 31, 2009, the carrying values of these properties were $2
(February 28, 2009 - $2).

Asset Retirement Obligations

In accordance with Statement of Financial Accounting Standards
No. 143, Accounting for Asset Retirement Obligations (''SFAS 143''), the fair
value of an asset retirement cost, and corresponding liability, should be
recorded as part of the cost of the related long-lived asset and subsequently
allocated to expense using a systematic and rational method. Our company will
record an asset retirement obligation to reflect its legal obligations related
to future abandonment of its mineral interests using estimated expected cash
flow associated with the obligation and discounting the amount using a
credit-adjusted, risk-free interest rate. At least annually, our company will
reassess the obligation to determine whether a change in any estimated
obligation is necessary. Our company will evaluate whether there are indicators
that suggest the estimated cash flows underlying the obligation have materially
changed. Should those indicators suggest the estimated obligation has materially
changed; our company will accordingly update its assessment. As of May 31, 2009,
our company had not undertaken major drilling activity on its properties and had
not incurred significant reclamation obligations. As such, no asset retirement
obligation accrual was made in the three-months period ended May 31, 2009 and
May 31, 2008 consolidated financial statements.

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- 28 -

Stock-based Compensation

Management has made significant assumptions and estimates
determining the fair market value of stock-based compensation granted to
employees and non-employees. These estimates have an effect on the stock-based
compensation expense recognized and the additional paid-in capital and share
capital balances on our companys Balance Sheet. The value of each option award
is estimated on the date of grant using the Black-Scholes option-pricing model.
For non-employees, such amount is revalued on a quarterly basis. To date,
substantially all of our stock option grants have been to directors and
employees. Increases in our share price will likely result in increased stock
option compensation expense. The Black-Scholes option-pricing model requires the
input of subjective assumptions, including the expected term of the option award
and stock price volatility. The expected term of options granted for the
purposes of the Black-Scholes calculation is the term of the award since all
grants are to non-employees. Because our company has only recently become a
mineral exploration company, the expected volatility is based on comparable
junior mineral exploration companies who granted similar term options. These
estimates involve inherent uncertainties and the application of management
judgment.

Off-Balance Sheet Arrangements

We have not entered into any transactions with unconsolidated
entities whereby we have financial guarantees or other contingent arrangements
that expose us to material continuing risks, contingent liabilities or any other
obligations that provide financing, liquidity, market risk or credit risk
support to us.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our management has employed a framework
consistent with Exchange Act Rule 13a-15(c), to evaluate our internal control
over financial reporting. Our internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation and fair presentation of financial
statements for external purposes in accordance with generally accepted
accounting principals.

Based on its evaluation, our management, with the participation
of our principal executive and principal financial officer, concluded that as of
the end of the period covered by this quarterly report on Form 10-Q, our
disclosure controls and procedures were not effective.

More specifically, management has identified the following
material weaknesses:

- we do not have accounting personnel and management who has sufficient
  knowledge in dealing with complex accounting issues
- we do not have accounting personnel and management who has sufficient
  technical accounting knowledge relating to accounting for options granted to
  directors and officers and consultants
- we do not have accounting personnel and management who has sufficient
  technical knowledge in the preparation of financial statements
- there is no whistleblower policy
- the Board does not exercise oversight over financial reporting
- the small number of staff does not permit segregation of duties
- there are no established purchasing authorities
- there is no independent check on stock-based compensation calculations

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- 29-

- shares outstanding not reconciled to transfer agent on regular basis
- tax returns are not filed timely.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial
reporting during the three months ended May 31, 2009 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

Certifications

Certifications with respect to disclosure controls and
procedures and internal control over financial reporting under Rules 13a-14(a)
or 15d-14(a) of the Exchange Act are attached to this quarterly report on Form
10-Q.

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

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

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 Pinetree-Reno Creek Property, the Arizona Properties 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 Pinetree-Reno Creek
Property and the Arizona Properties 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 Pinetree-Reno Creek Property and the Arizona
Properties. If this happens, our business will likely fail.

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- 30 -

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 additionalanyquantities of uranium on the Pinetree-Reno Creek Property,or any quantities of
uranium on the Arizona Properties or any other additional properties we may
acquire.

We intend to continue exploration on the Pinetree-Reno Creek
Property and the Arizona Properties 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 Pinetree-Reno Creek Property, the Arizona Properties 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.

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.

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.

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.

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- 31 -

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 we have no
control. The spot price of uranium on July 7, 2009 was $52 per pound. 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.

Risks Associated with our Company

The recent weakening of economic conditions in the U.S. and
around the world could have harmful effects on our ability to raise money to
fund our planned operations, which could cause us to be unable to recommence our
planned exploration program on the Pinetree-Reno Creek Property or the Arizona
Properties, which are currently the only properties we intend to explore. If
this happens, we would likely go out of business and investors will lose their
entire investment.

Selling common shares of our company to fund our operations has
become increasingly difficult. We believe that recent decreases in value of the
common shares of many companies worldwide has most likely caused or exacerbated
this problem. If we are not able to sell enough of our shares to meet our
financial needs, we will have to consider borrowing the money we need. A
tightening of credit conditions has also been experienced in the economy
recently. Because of the recent credit crisis, it is possible that we would not
be able to borrow adequate amounts to fund our operations on terms and at rates
of interest we find acceptable and in the best interests of our company.

We do not expect that the difficult economic conditions are
likely to improve significantly in the near future. Further deterioration of the
economy, and even consumer fear that the economy will deteriorate further could
intensify the adverse effects of these difficult market conditions.

If we are unable to obtain the amount of money that we need to
fund our operations, then we will likely go out of business and investors will
lose their entire investment in our company.

Because both the Pinetree-Reno Creek Property and the
Arizona Properties may not contain commercially exploitable uranium and 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 Pinetree-Reno Creek
Property and on the Arizona Properties. Both properties are in the exploration
stage only. We may or may not acquire additional interests in other mineral
properties. 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 Pinetree-Reno Creek Property, the Arizona
Properties 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 Pinetree-Reno Creek Property and the Arizona
Properties 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 Pinetree-Reno Creek Property, the
Arizona Properties 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.

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- 32 -

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.

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,
2009 was $14,616,346. We had cash and cash equivalents in the amount of $534,165
as of May 31, 2009, which is not expected to meet our planned cash requirements
for the ensuing year. We have no income from operations. We have reduced our
budget and estimate our average monthly operating expenses to be approximately
$100,000 each month. We cannot provide assurances that we will be able to
successfully explore the current property and project and develop our business.
These circumstances raise substantial doubt about our ability to continue as a
going concern. If we are unable to continue as a going concern, investors will
likely lose all of their investments in our company. Therefore, there is
substantial doubt about our ability to continue operations in the future as a
going concern as described in the auditors report by our auditors with respect
to the consolidated financial statements for the year ended February 28, 2009.
Our audited financial statements for the year ended February 28, 2009 dont
include adjustments for this uncertainty. If we are unable to continue as a
going concern, investors will likely lose all of their investments in our
company.

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 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.

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.

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- 33 -

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
Pinetree-Reno Creek Property or the Arizona Properties. 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

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to
108,695,652 shares of common stock with a par value of $0.00001 per share. Our
board of directors may choose to issue some or all of such shares to acquire one
or more properties, to fund our proposed exploration programs and to fund our
overhead and general operating requirements. The issuance of any such shares
will reduce the book value and market price of the outstanding shares of our
common stock. If we issue any such additional shares, such issuance will reduce
the proportionate ownership and voting power of all current shareholders.
Further, such issuance may result in a change of control of our corporation.

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 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.

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.

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

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- 34 -

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

|Exhibit Number | Description                                                                                                                                                                                                               
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            | Articles of Incorporation (attached as an
      exhibit to the registration statement on Form SB-2 filed on June 21, 2006)                                                                                                
|3.2            | By-laws (attached as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006)                                                                                                                  
|3.3            | Certificate of Change filed with the Nevada
      Secretary of State on March 27, 2007 to be effective on April 10, 2007
      (attached as an exhibit to the current report on Form 8-K filed on April
      12, 2007)   
|3.4            | Certificate of Change filed with the Nevada
      Secretary of State on March 27, 2007 to be effective on October 7, 2008
      (attached as an exhibit to the current report on Form 8-K filed on October
      21, 2008)
|3.5            | Amended By-laws (attached as an exhibit to our
      current report on Form 8-K filed on April 15, 2009)                                                                                                                  
|4.1            | Specimen Stock Certificate (attached as an
      exhibit to the registration statement on Form SB-2 filed on June 21, 2006)                                                                                               
|9.1            | Voting Trust Agreement dated January 6, 2009
      with Odysseus III LLC (attached as an exhibit to our current report on
      Form 8-K/A filed on January 12, 2009)                                                     

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- 35 -

|Exhibit Number | Description                                                                                                                                                                                       
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.1           | Mining Claim (attached as an exhibit to the registration
        statement on Form SB-2 filed on June 21, 2006)                                                                                   
|10.2           | Affiliate Stock Purchase Agreement dated April
        19, 2007 between Mir Huculack and Robert A. Rich (attached as an exhibit
        to the current report on Form 8-K filed on April 23, 2007)
|10.3           | Letter of Intent dated May 12, 2007 with Strathmore
        Resources (US) Ltd. (attached as an exhibit to the current report on Form
        8-K filed on May 18, 2007)                          
|10.4           | Investor Relations Agreement dated June 15, 2007
        with Carson Seabolt (attached as an exhibit to the current report on Form
        8-K filed on July 5, 2007)                             
|10.5           | Stock Option and Subscription Agreement dated
        July 20, 2007 with Carson Seabolt (attached as an exhibit to the current
        report on Form 8-K filed on July 5, 2007)                  
|10.6           | Option and Joint Venture Agreement dated August
        20, 2007 with Strathmore Resources (US) Ltd. (attached as an exhibit to
        the current report on Form 8-K filed on September 5, 2007)
|10.7           | Virtual Office agreement with Your Office USA
        dated August 29, 2007 (attached as an exhibit to our current report on
        Form 10-K filed on June 15, 2009)                            
|10.8           | Form of Subscription Agreement for Offshore subscribers
        (attached as an exhibit to the current report on Form 8-K filed on September
        5, 2007)                                     
|10.9           | Form of Subscription Agreement for U.S. subscribers
        (attached as an exhibit to the current report on Form 8-K filed on September
        5, 2007)                                         
|10.10          | Form of Warrant certificate for Offshore subscribers
        (attached as an exhibit to the current report on Form 8-K filed on September
        5, 2007)                                        
|10.11          | Form of Warrant certificate for Canadian subscribers
        (attached as an exhibit to the current report on Form 8-K filed on September
        5, 2007)                                        
|10.12          | Form of Warrant for U.S. subscribers (attached
        as an exhibit to the current report filed on Form 8-K on September 5,
        2007)                                                        
|10.13          | 2007 Stock Option Plan (attached as an exhibit
        to the current report on Form 8-K filed on September 24, 2007.                                                                             
|10.14          | Stock Option Agreement with Robert Rich dated
        effective January 15, 2008, attached as an exhibit to the current report
        on Form 8-K on January 23 2008.                            
|10.15          | Stock Option Agreement with Donald Cooper dated
        effective February 14, 2008, attached as an exhibit to the current report
        on Form 8-K on February 20, 2008.                       
|10.16          | Limited Liability Company Operating Agreement
        of AUC, LLC dated effective January 3, 2008, (attached as an exhibit to
        the current report on Form 8-K on March 18, 2008)           
|10.17          | Stock Option Agreement between the Company and
        Raymond Foucault dated March 14, 2008 (attached as an exhibit to the current
        report on Form 8-K on April 7, 2008)                  
|10.18          | Lease and Option Agreement dated September 18,
        2008 with Nu Star Exploration LLC (attached as an exhibit to the current
        report on Form 8-K filed on September 22, 2008)           
|10.19          | Stock Option Agreement dated effective August
        1, 2007 between the Company and Michael Baybak (attached as an exhibit
        to our current report on Form 8-K filed on August 8, 2008)   
|10.20          | Form of private placement subscription agreement
        (attached as an exhibit to our current reports on Form 8-K filed on December
        30, 2008 and Form 8-K/A filed on January 12, 2009)  
|10.21          | Rich Associates, Inc. Employment agreement dated
        January 1, 2009 (attached as an exhibit to our annual report on Form 10-K/A
        filed on April 1, 2009)                              
|14.1           | Code of Business Conduct, Ethics and Compliance
        (attached as an exhibit to our current report on Form 8-K filed on May
        27, 2009)                                                  
|16.1           | Letter from Telford Sadovnick PLLC dated January
        14, 2008 (attached as an exhibit to our current report on Form 8-K filed
        on January 14, 2008)                                    
|16.2           | Letter from Davidson & Company LLP dated
        October 17, 2008 (attached as an exhibit to our current report on Form
        8-K/A filed on October 23, 2008)                                  
|31.1*          | Certification pursuant
        to Section 302 of the Sarbanes-Oxley Act Of 2002                                                                                                                   

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- 36 -

|Exhibit Number | Description                                                                                                                            
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|32.1*          | 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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- 37 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

AMERICAN URANIUM CORPORATION

/s/ Robert A. Rich Robert A. Rich President,
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and
Director (Principal Executive Officer, Principal Financial Officer and
Principal Accounting Officer) Date: July 14, 2009

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