---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT For the transition period from __________to __________

Commission file number 333-135201

AMERICAN URANIUM CORPORATION(Exact name of small business issuer as specified in its
charter)

|Nevada                                                               | 98-0491170                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

600-17th Street, Suite 2800 South, Denver CO
80202(Address of principal executive offices)

303-634-2265(Issuer's telephone number)

5 Locust Road, Orleans MA 02653(Former name,
former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 45,566,829common shares issued and outstanding as ofOctober 16, 2007

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

---

- 1 -

Item 1. Financial Statements

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|                                       
|August 31, 2007                        

|                                           | Index
|------------------------------------------ | -----
|Balance Sheets                             | F-1  
|Statements of Operations                   | F-2  
|Statements of Cash Flows                   | F-3  
|Statement of Stockholders Equity (Deficit) | F-4  
|Notes to the Financial
      Statements    | F-5  

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Balance Sheets                         
|(Expressed in US dollars)              

|                                                                             |  | August 31, 2007 |   |  | February 28, 2007 |  
|---------------------------------------------------------------------------- |  | --------------- | - |  | ----------------- | -
|                                                                             |  | $               |   |  | $                 |  
|                                                                             |  | (unaudited)     |   |  |                   |  
|ASSETS                                                                       |  |                 |   |  |                   |  
|Current Assets                                                               |  |                 |   |  |                   |  
|Cash                                                                         |  | 5,099,738       |   |  | 27,128            |  
|Prepaid expenses                                                             |  | 33,000          |   |  |                  |  
|Due from related parties (Note 5)                                            |  | 108             |   |  |                  |  
|Total Current Assets                                                         |  | 5,132,846       |   |  | 27,128            |  
|Property and Equipment (Note 3)                                              |  | 10,452          |   |  |                  |  
|Mineral Rights
      (Note 4)                                                |  | 7,860,000       |   |  |                  |  
|Total Assets                                                                 |  | 13,003,298      |   |  | 27,128            |  
|                                                                             |  |                 |   |  |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                         |  |                 |   |  |                   |  
|Current Liabilities                                                          |  |                 |   |  |                   |  
|Accounts payable                                                             |  | 31,678          |   |  |                  |  
|Accrued liabilities                                                          |  |                |   |  | 1,500             |  
|Due to related parties (Note 5)                                              |  |                |   |  | 15,183            |  
|Total Liabilities                                                            |  | 31,678          |   |  | 16,683            |  
|Contingencies and Commitments (Notes 1, 4
      and 8)                       |  |                 |   |  |                   |  
|Stockholders Equity                                                         |  |                 |   |  |                   |  
|Common Stock, 5,000,000,000 shares
      authorized, $0.00001 par value      |  |                 |   |  |                   |  
|37,487,500 and 276,487,500 shares issued and outstanding,
      respectively |  | 375             |   |  | 2,765             |  
|Additional Paid-in Capital                                                   |  | 7,932,331       |   |  | 50,215            |  
|Common Stock Subscribed                                                      |  | 5,187,404       |   |  |                  |  
|Donated Capital (Note 5)                                                     |  | 21,750          |   |  | 17,250            |  
|Deficit
      Accumulated During the Exploration Stage                       |  | (170,240        | ) |  | (59,785           | )
|Total Stockholders Equity                                                   |  | 12,971,620      |   |  | 10,445            |  
|Total Liabilities
      and Stockholders Equity                             |  | 13,003,298      |   |  | 27,128            |  

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-1

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Statements of Operations               
|(Expressed in US dollars)              
|(unaudited)                            

|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  | Accumulated    | 
|--------------------------------------------- |  | ------------ |  |  | ------------ |  |  | ----------- |  |  | ----------- |  |  | -------------- | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  | From           | 
|                                              |  | For the      |  |  | For the      |  |  | For the     |  |  | For the     |  |  | March 23, 2005 | 
|                                              |  | Three Months |  |  | Three Months |  |  | Six Months  |  |  | Six Months  |  |  | (Date of       | 
|                                              |  | Ended        |  |  | Ended        |  |  | Ended       |  |  | Ended       |  |  | Inception)     | 
|                                              |  | August 31    |  |  | August 31    |  |  | August 31,  |  |  | August 31   |  |  | to August 31,  | 
|                                              |  | 2007         |  |  | 2006         |  |  | 2007        |  |  | 2006        |  |  | 2007           | 
|                                              |  | $            |  |  | $            |  |  | $           |  |  | $           |  |  | $              | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Revenue                                       |  |             |  |  |             |  |  |            |  |  |            |  |  |               | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Expenses                                      |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Accounting and legal                          |  | 45,761       |  |  | 10,000       |  |  | 78,686      |  |  | 10,000      |  |  | 109,855        | 
|Consulting                                    |  | 19,726       |  |  |             |  |  | 19,726      |  |  |            |  |  | 19,726         | 
|Depreciation                                  |  | 270          |  |  |             |  |  | 540         |  |  |            |  |  | 540            | 
|General and
      administrative              |  | 26,125       |  |  | 1,222        |  |  | 27,732      |  |  | 1,283       |  |  | 30,348         | 
|Mineral property exploration
      costs      |  |             |  |  |             |  |  |            |  |  |            |  |  | 7,000          | 
|Mineral property
      acquisition costs      |  |             |  |  |             |  |  |            |  |  |            |  |  | 1,750          | 
|Rent (Note 5)                                 |  | 750          |  |  | 750          |  |  | 1,500       |  |  | 1,500       |  |  | 7,250          | 
|Services provided by directors
      (Note 5) |  | 1,500        |  |  | 1,500        |  |  | 3,000       |  |  | 3,000       |  |  | 14,500         | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Total Expenses                                |  | 94,132       |  |  | 13,472       |  |  | 131,184     |  |  | 15,783      |  |  | 190,969        | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Other income                                  |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Interest income                               |  | 20,729       |  |  |             |  |  | 20,729      |  |  |            |  |  | 20,729         | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Net Loss                                      |  | 73,403       |  |  | 13,472       |  |  | 110,455     |  |  | 15,783      |  |  | 170,240        | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Net Loss Per Share  Basic and Diluted        |  |             |  |  |             |  |  |            |  |  |            |  |  |                | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|                                              |  |              |  |  |              |  |  |             |  |  |             |  |  |                | 
|Weighted Average
      Shares Outstanding     |  | 34,607,000   |  |  | 250,000,000  |  |  | 155,547,000 |  |  | 250,000,000 |  |  |                | 

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-2

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Statements of Cash Flows               
|(Expressed in US dollars)              
|(unaudited)                            

|                                                            |  | For the    |   |  | For the    |   |  | Accumulated From    |  
|----------------------------------------------------------- |  | ---------- | - |  | ---------- | - |  | ------------------- | -
|                                                            |  | Six Months |   |  | Six Months |   |  | March 23, 2005      |  
|                                                            |  | Ended      |   |  | Ended      |   |  | (Date of Inception) |  
|                                                            |  | August 31, |   |  | August 31, |   |  | to August 31,       |  
|                                                            |  | 2007       |   |  | 2006       |   |  | 2007                |  
|                                                            |  | $          |   |  | $          |   |  | $                   |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Operating Activities                                        |  |            |   |  |            |   |  |                     |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Net loss for the period                                     |  | (110,455   | ) |  | (15,783    | ) |  | (170,240            | )
|                                                            |  |            |   |  |            |   |  |                     |  
|Adjustments to reconcile net loss to net
      cash used in |  |            |   |  |            |   |  |                     |  
|operating activities:                                       |  |            |   |  |            |   |  |                     |  
|Depreciation                                                |  | 540        |   |  |           |   |  | 540                 |  
|Donated consulting services and
      expenses              |  | 4,500      |   |  | 4,500      |   |  | 21,750              |  
|Mineral property
      costs                                |  |           |   |  |           |   |  | 8,750               |  
|Stock-based compensation                                    |  | 19,726     |   |  |           |   |  | 19,726              |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Changes in operating assets and liabilities:                |  |            |   |  |            |   |  |                     |  
|Prepaid expenses                                            |  | (33,000    | ) |  |           |   |  | (33,000             | )
|Accounts payable                                            |  | 31,678     |   |  |           |   |  | 31,678              |  
|Accrued liabilities                                         |  | (1,500     | ) |  | (1,790     | ) |  |                    |  
|Due
      to related party                                  |  | (15,291    | ) |  | 3,043      |   |  | (108                | )
|                                                            |  |            |   |  |            |   |  |                     |  
|Net Cash Used in
      Operating Activities                 |  | (103,802   | ) |  | (10,030    | ) |  | (120,904            | )
|                                                            |  |            |   |  |            |   |  |                     |  
|Investing Activities                                        |  |            |   |  |            |   |  |                     |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Purchase of property and equipment                          |  | (10,992    | ) |  |           |   |  | (10,992             | )
|Mineral property exploration costs                          |  |           |   |  |           |   |  | (7,000              | )
|Mineral property
      acquisition costs                    |  |           |   |  |           |   |  | (1,750              | )
|                                                            |  |            |   |  |            |   |  |                     |  
|Net Cash Used in
      Investing Activities                 |  | (10,992    | ) |  |           |   |  | (19,742             | )
|                                                            |  |            |   |  |            |   |  |                     |  
|Financing Activities                                        |  |            |   |  |            |   |  |                     |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Proceeds from issue of common stock                         |  |           |   |  | 52,930     |   |  | 52,980              |  
|Proceeds from common stock subscribed                       |  | 5,187,404  |   |  |           |   |  | 5,187,404           |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Net Cash Provided by Financing Activities                   |  | 5,187,404  |   |  | 52,930     |   |  | 5,240,384           |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Increase (Decrease) in Cash                                 |  | 5,072,610  |   |  | 42,900     |   |  | 5,099,738           |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Cash - Beginning of Period                                  |  | 27,128     |   |  | 19         |   |  |                    |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Cash - End of Period                                        |  | 5,099,738  |   |  | 42,919     |   |  | 5,099,738           |  
|                                                            |  |            |   |  |            |   |  |                     |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Supplemental Disclosures                                    |  |            |   |  |            |   |  |                     |  
|Interest paid                                               |  |           |   |  |           |   |  |                    |  
|Income taxes paid                                           |  |           |   |  |           |   |  |                    |  
|                                                            |  |            |   |  |            |   |  |                     |  
|                                                            |  |            |   |  |            |   |  |                     |  
|Non-cash Investing and Financing Activities                 |  |            |   |  |            |   |  |                     |  
|Shares issued for
      mineral property                    |  | 7,860,000  |   |  |           |   |  | 7,860,000           |  

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-3

---

|American Uranium Corporation                      
|--------------------------------------------------
|(Formerly Alpine Resources Corporation)           
|(An Exploration Stage Company)                    
|Statement of Stockholders Equity (Deficit)       
|From March 23, 2005 (inception) to August 31, 2007
|(Expressed in US dollars)                         
|(unaudited)                                       

|                                        |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  | Deficit     |   |  |            |  
|--------------------------------------- |  | ------------ | - |  | ------- | - |  | ---------- | - |  | ---------- |  |  | ----------- |  |  | ----------- | - |  | ---------- | -
|                                        |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  | Accumulated |   |  |            |  
|                                        |  |              |   |  |         |   |  | Additional |   |  | Common     |  |  |             |  |  | During the  |   |  |            |  
|                                        |  | Common Stock |   |  | Paid-in |   |  | Stock      |   |  | Donated    |  |  | Exploration |  |  |             |  
|                                        |  | Shares       |   |  | Amount  |   |  | Capital    |   |  | subscribed |  |  | Capital     |  |  | Stage       |   |  | Total      |  
|                                        |  | #            |   |  | $       |   |  | $          |   |  | $          |  |  | $           |  |  | $           |   |  | $          |  
|                                        |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  |             |   |  |            |  
|Balance  March 23, 2005                |  |             |   |  |        |   |  |           |   |  |           |  |  |            |  |  |            |   |  |           |  
|(Date of Inception)                     |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  |             |   |  |            |  
|Issuance of common stock for cash at    |  | 250,000,000  |   |  | 2,500   |   |  | (2,450     | ) |  |           |  |  |            |  |  |            |   |  | 50         |  
|$0.0000002 per post-split share         |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  |             |   |  |            |  
|Donated services and expenses           |  |             |   |  |        |   |  |           |   |  |           |  |  | 8,250       |  |  |            |   |  | 8,250      |  
|Net loss for the
      period           |  |             |   |  |        |   |  |           |   |  |           |  |  |            |  |  | (23,321     | ) |  | (23,321    | )
|Balance  February 28, 2006             |  | 250,000,000  |   |  | 2,500   |   |  | (2,450     | ) |  |           |  |  | 8,250       |  |  | (23,321     | ) |  | (15,021    | )
|Issuance of common stock for cash at    |  | 26,487,500   |   |  | 265     |   |  | 52,665     |   |  |           |  |  |            |  |  |            |   |  | 52,930     |  
|$0.002 per post-split share             |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  |             |   |  |            |  
|Donated services and expenses           |  |             |   |  |        |   |  |           |   |  |           |  |  | 9,000       |  |  |            |   |  | 9,000      |  
|Net loss for the year                   |  |             |   |  |        |   |  |           |   |  |           |  |  |            |  |  | (36,464     | ) |  | (36,464    | )
|Balance  February 28, 2007             |  | 276,487,500  |   |  | 2,765   |   |  | 50,215     |   |  |           |  |  | 17,250      |  |  | (59,785     | ) |  | 10,445     |  
|Issuance of common stock for mineral    |  | 6,000,000    |   |  | 60      |   |  | 7,859,940  |   |  |           |  |  |            |  |  |            |   |  | 7,860,000  |  
|property with a fair value of $1.31 per |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  |             |   |  |            |  
|share                                   |  |              |   |  |         |   |  |            |   |  |            |  |  |             |  |  |             |   |  |            |  
|Common stock subscribed                 |  |             |   |  |        |   |  |           |   |  | 5,187,404  |  |  |            |  |  |            |   |  | 5,187,404  |  
|Cancellation of common stock            |  | (245,000,000 | ) |  | (2,450  | ) |  | 2,450      |   |  |           |  |  |            |  |  |            |   |  |           |  
|Stock-based compensation                |  |             |   |  |        |   |  | 19,726     |   |  |           |  |  |            |  |  |            |   |  | 19,726     |  
|Donated services and expenses           |  |             |   |  |        |   |  |           |   |  |           |  |  | 4,500       |  |  |            |   |  | 4,500      |  
|Net loss for the
      period           |  |             |   |  |        |   |  |           |   |  |           |  |  |            |  |  | (110,455    | ) |  | (110,455   | )
|Balance  August 31, 2007               |  | 37,487,500   |   |  | 375     |   |  | 7,932,331  |   |  | 5,187,404  |  |  | 21,750      |  |  | (170,240    | ) |  | 12,971,620 |  

(The Accompanying Notes are an Integral Part of These Financial
Statements)

F-4

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|1. | Nature of Operations and Continuance of
Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | American Uranium Corporation (the Company) (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. 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 resources 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 implies the Company will continue to meet its
      obligations and continue its operations for the next fiscal year.
      Realization value may be substantially different from carrying values as
      shown and these financial statements do not include any adjustments to the
      recoverability and classification of recorded asset amounts and
      classification of liabilities that might be necessary should the Company
      be unable to continue as a going concern. As at August 31, 2007, the
      Company has a working capital deficiency, has not generated revenues and
      has accumulated losses of $170,240 since inception. The continuation of
      the Company as a going concern is dependent upon the continued financial
      support from its shareholders, the ability of the Company to obtain
      necessary equity financing to continue operations, and the attainment of
      profitable operations. These factors raise substantial doubt regarding the
      Companys ability to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The unaudited financial information furnished herein
      reflects all adjustments, which in the opinion of management are necessary
      to fairly state the Companys financial position and the results of its
      operations for the periods presented. This report on Form 10-QSB should be
      read in conjunction with the Companys Form 10-K for the fiscal year ended
      February 28, 2007. The Company assumes that the users of the interim
      financial information herein have read or have access to the audited
      financial statements for the preceding fiscal year and that the adequacy
      of additional disclosure needed for a fair presentation may be determined
      in that context. Accordingly, footnote disclosure, which would
      substantially duplicate the disclosure contained in the Companys Form
      10-K for the fiscal year ended February 28, 2007, has been omitted. The
      results of operations for the six month period ended August 31, 2007 are
      not necessarily indicative of results for the entire year ending February
      28, 2008.                              

|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------
|   |                                           
|   | a)                                        
|   |                                           
|   |                                           
|   |                                           
|   | b)                                        
|   |                                           
|   |                                           
|   |                                           
|   | c)                                        
|   |                                           
|   |                                           

F-5

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | d)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-6

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------

| | g) | Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Property and equipment consists of office equipment and
      computer hardware and is recorded at cost. Office equipment and computer
      hardware is being amortized on the straight line basis over the estimated
      life of five years and three years, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | h) | Long-lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In accordance with SFAS No. 144, Accounting for the
      Impairment or Disposal of Long-Lived Assets, the carrying value of
      long-lived assets is reviewed on a regular basis for the existence of
      facts or circumstances that may suggest impairment. The Company recognizes
      impairment when the sum of the expected undiscounted future cash flows is
      less than the carrying amount of the asset. Impairment losses, if any, are
      measured as the excess of the carrying amount of the asset over its
      estimated fair value.                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | i) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The fair values of financial instruments, which include
      cash, accounts payable, accrued liabilities and amounts due to or from
      related parties, were estimated to approximate their carrying values due
      to the immediate or short- term maturity of these financial instruments.
      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 exchange rates and the degree of volatility of these rates.
      Currently, the Company does not use derivative instruments to reduce its
      exposure to foreign currency risk.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | j) | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | Potential benefits of income tax losses are not
      recognized in the accounts until realization is more likely than not. The
      Company has adopted SFAS No. 109 Accounting for Income Taxes as
      of its inception. Pursuant to SFAS No. 109 the Company is required to
      compute tax asset benefits for net operating losses carried forward. The
      potential benefits of net operating losses have not been recognized in
      these financial statements because the Company cannot be assured it is
      more likely than not it will utilize the net operating losses carried
      forward in future years.                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | k) | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | The Companys functional and reporting currency is the
      United States dollar. Monetary assets and liabilities denominated in
      foreign currencies are translated in accordance with SFAS No. 52
      Foreign Currency Translation, using the exchange rate prevailing
      at the balance sheet date. Gains and losses arising on settlement of
      foreign currency denominated transactions or balances are included in the
      determination of income. Foreign currency transactions are primarily
      undertaken in Canadian dollars. The Company has not, to the date of these
      financials statements, entered into derivative instruments to offset the
      impact of foreign currency fluctuations.      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | l) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In accordance with SFAS No. 123R Share Based Payments,
      the Company accounts for share-based payments and stock options using the
      fair value method. All transactions in which goods or services are the
      consideration received for the issuance of equity instruments are
      accounted for based on the fair value of the consideration received or the
      fair value of the equity instrument issued, whichever is more reliably
      measurable. Equity instruments issued to employees and the cost of the
      services received as consideration are measured and recognized based on
      the fair value of the equity instruments issued.                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | m) | Donated Capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In accordance with SFAS No. 116, Accounting for
      Contributions Received and Contributions Made, the Company reflects
      donated capital, such as outright gifts to the Company by way of donated
      management services provided, in the Statement of Operations. Donated
      management services are recognized if the services received (a) create or
      enhance non-financial assets, or (b) require specialized skills, are
      provided by individuals possessing these skills, and would typically need
      to be purchased if not provided by donation.                                                                                                                                                       

F-7

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|2. | Summary of Significant Accounting Policies
      (continued)
|-- | ------------------------------------------------------------

| | n) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In February 2007, the Financial Accounting Standards
      Board (FASB) issued SFAS No. 159, The Fair Value Option for
      Financial Assets and Financial Liabilities  Including an Amendment of
      FASB Statement No. 115. This statement permits entities to choose to
      measure many financial instruments and certain other items at fair value.
      Most of the provisions of SFAS No. 159 apply only to entities that elect
      the fair value option. However, the amendment to SFAS No. 115 Accounting
      for Certain Investments in Debt and Equity Securities applies to all
      entities with available-for-sale and trading securities. SFAS No. 159 is
      effective as of the beginning of an entitys first fiscal year that begins
      after November 15, 2007. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the
      entity also elects to apply the provision of SFAS No. 157, Fair Value
      Measurements. The adoption of this statement is not expected to have
      a material effect on the Company's financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In September 2006, the SEC issued Staff Accounting
      Bulletin (SAB) No. 108, Considering the Effects of Prior Year
      Misstatements when Quantifying Misstatements in Current Year Financial
      Statements. SAB No. 108 addresses how the effects of prior year
      uncorrected misstatements should be considered when quantifying
      misstatements in current year financial statements. SAB No. 108 requires
      companies to quantify misstatements using a balance sheet and income
      statement approach and to evaluate whether either approach results in
      quantifying an error that is material in light of relevant quantitative an
      qualitative factors. SAB No. 108 is effective for fiscal years ending
      after November 15, 2006. The adoption of SAB No. 108 did not have a
      material effect on the Companys reported financial position or results of
      operations.                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements. The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement is not expected to have a
      material effect on the Company's future reported financial position or
      results of operations.                                                                                                                                                                                                    
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | In June 2006, the FASB issued FASB Interpretation No. 48,
      Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statements No. 109(FIN 48). FIN 48 clarifies the accounting for
      uncertainty in income taxes by prescribing a two-step method of first
      evaluating whether a tax position has met a more likely than not
      recognition threshold and second, measuring that tax position to determine
      the amount of benefit to be recognized in the financial statements. FIN 48
      provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on derecognition,
      interest and penalties, accounting in interim periods, disclosure, and
      transition. FIN 48 is effective for fiscal years beginning after December
      15, 2006. The adoption of this statement in fiscal 2007 did not have a
      material effect on the Company's financial
statements.                                                                                                                                                                    

|3. | Property and Equipment
|-- | ----------------------

| |                   |  |        |  |  |              |  |  | August 31,   |  |  | February 28, | 
| | ----------------- |  | ------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
| |                   |  |        |  |  |              |  |  | 2007         |  |  | 2007         | 
| |                   |  |        |  |  | Accumulated  |  |  | Net Carrying |  |  | Net Carrying | 
| |                   |  | Cost   |  |  | Amortization |  |  | Value        |  |  | Value        | 
| |                   |  | $      |  |  | $            |  |  | $            |  |  | $            | 
| | Computer hardware |  | 7,839  |  |  | 435          |  |  | 7,404        |  |  |             | 
| | Office equipment  |  | 3,153  |  |  | 105          |  |  | 3,048        |  |  |             | 
| |                   |  | 10,992 |  |  | 540          |  |  | 10,452       |  |  |             | 

F-8

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|4. | Mineral Properties
|-- | ------------------

| | a) | On March 23, 2005 the Company acquired a 100% interest in
      one-24 unit mineral claims in the Nanaimo Mining Division, British
      Columbia, Canada, in consideration for $1,750. The claims are registered
      in the name of the former President of the Company, who has executed a
      trust agreement whereby the former President agreed to hold the claims in
      trust on behalf of the Company. The company has not determined whether the
      mineral claim contains mineralized material and has consequently written
      off all mineral right acquisition costs to operations in the 2006 fiscal
      year.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | b) | Effective August 20, 2007, the Company entered into an
      agreement with Strathmore Resources (US) Ltd. (Strathmore) for an option
      to earn-up to a 60% interest in the Pinetree-Reno Creek uranium properties
      located in Campbell County, Wyoming. Under the terms of the agreement, the
      Company will:                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    | The Company will have earned a 22.5% interest once
      $5,000,000 of the required expenditures have been incurred. The remaining
      37.5% interest will be earned upon incurring the balance of $28,000,000 in
      required expenditures. Strathmore will be the operator until the Company
      earns a 60% interest in the property.                                                                                                                                                                                                                                                                                           

|5. | Related Party Transactions
|-- | --------------------------

| | a) | During the six month period ended August 31, 2007, the
      Company recognized a total of $3,000 (2006 - $3,000) for donated services
      at $500 per month and $1,500 (2006 - $1,500) for donated rent at $250 per
      month provided by the President and Director of the Company. These
      transactions are recorded at the exchange amount which is the amount
      agreed to by the transacting parties.                    
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | b) | As at August 31, 2007, the Company was owed $108 from the
      former President and Director of the Company for an overpayment of
      reimbursed expenses. On February 28, 2007, the Company owed the former
      President and Director of the Company $15,183 for expenses paid on behalf
      of the Company and for cash advances. This amount is unsecured,
      non-interest bearing, and has no specific terms for repayment.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c) | On February 28, 2006, the Company entered into a trust
      agreement with the former President of the Company. Refer to Note
    4(a).                                                                                                                                                                                                                                                                                                  

|6. | Common Stock
|-- | ------------
|   |             
|   | a)          
|   |             
|   | b)          
|   |             
|   | c)          
|   |             
|   | d)          

F-9

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|7. | Stock-based Compensation                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                           
|   | The Company adopted a Stock Option Plan dated September
      15, 2007 under which the Company is authorized to grant stock options to
      acquire up to a total of 5,000,000 shares of common stock. At August 31,
      2007, the Company had 4,925,000 shares of common stock available to be
      issued under the Plan.           
|   |                                                                                                                                                                                                                                                                                                                                           
|   | On June 19, 2007, the Company granted stock options to a
      consultant to acquire 75,000 common shares at exercise prices of $1.50 per
      share exercisable for 5 years. During the six month period ended August
      31, 2007, the Company recorded stock-based compensation of $19,726 as
      consulting expense.             
|   |                                                                                                                                                                                                                                                                                                                                           
|   | The fair value for stock options granted was estimated at
      the date of grant using the Black-Scholes option-pricing model and the
      weighted average fair value of stock options granted during the six month
      period ended August 31, 2007 was $1.50 per share. The weighted average
      assumptions used are as follows:

| | Expected dividend yield         | 0%   
| | ------------------------------- | -----
| | Risk-free interest rate         | 4.83%
| | Expected volatility             | 118% 
| | Expected option life (in years) | 5    

There were no stock options exercised
during the six months ended August 31, 2007.

The following table summarizes the
continuity of the Companys stock options:

| |                                |  |         |  |   |          |  |  | Weighted-    |  |   |           | 
| | ------------------------------ |  | ------- |  | - | -------- |  |  | ------------ |  | - | --------- | 
| |                                |  |         |  |   | Weighted |  |  | Average      |  |   |           | 
| |                                |  | Number  |  |   | Average  |  |  | Remaining    |  |   | Aggregate | 
| |                                |  | of      |  |   | Exercise |  |  | Contractual  |  |   | Intrinsic | 
| |                                |  | Options |  |   | Price    |  |  | Term (years) |  |   | Value     | 
| | Outstanding, February 28, 2007 |  |        |  |   |         |  |  |              |  |   |           | 
| | Granted                        |  | 75,000  |  | $ | 1.50     |  |  |              |  |   |           | 
| | Exercised                      |  |        |  |   |         |  |  |              |  |   |           | 
| | Outstanding, August 31, 2007   |  | 75,000  |  | $ | 1.50     |  |  | 4.79         |  | $ | 112,500   | 
| | Exercisable, August 31, 2007   |  |        |  | $ |         |  |  |             |  | $ |          | 

A summary of the status of the
Companys nonvested shares as of August 31, 2007, and changes during the six
month period ended August 31, 2007, is presented below:

| |                                    |  |           |  |   | Weighted   | 
| | ---------------------------------- |  | --------- |  | - | ---------- | 
| |                                    |  |           |  |   | Average    | 
| |                                    |  | Number of |  |   | Grant Date | 
| | Nonvested shares                   |  | Shares    |  |   | Fair Value | 
| |                                    |  |           |  |   |            | 
| | Nonvested at February 28, 2007     |  | -         |  |   | -          | 
| |                                    |  |           |  |   |            | 
| | Granted                            |  | 75,000    |  | $ | 1.50       | 
| | Vested                             |  | -         |  |   | -          | 
| |                                    |  |           |  |   |            | 
| | Nonvested at
      August 31, 2007 |  | 75,000    |  | $ | 1.50       | 

As at August 31, 2007, there was
$74,036 of total unrecognized compensation cost related to nonvested share-based
compensation arrangements. That cost is expected to be recognized over a
weighted average period of 0.79 years.

F-10

---

|American Uranium Corporation           
|---------------------------------------
|(Formerly Alpine Resources Corporation)
|(An Exploration Stage Company)         
|Notes to the Financial Statements      
|August 31, 2007                        
|(Expressed in US dollars)              
|(unaudited)                            

|8. | Commitment                                                                                                                                                                                                                                                                                          
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                     
|   | Effective June 15, 2007, the Company entered into an
      investor relations agreement for the provision of investor relations and
      marketing services in consideration for a monthly fee of $2,000, and the
      granting of 75,000 stock options. The agreement is for a one year
    term.
|   |                                                                                                                                                                                                                                                                                                     
|9. | Subsequent Events                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                     
|   | d)                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                     
|   | e)                                                                                                                                                                                                                                                                                                  

F-11

---

- 13 -

Item 2. Management's Discussion and Analysis or Plan
of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors and the risks set out below, any of which may cause our
or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

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

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

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

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

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

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

---

- 14 -

Corporate History

We were incorporated in the State of Nevada on March 23, 2005
under the name Alpine Resources Corporation with an authorized capital of
100,000,000 shares of common stock with a par value of $0.00001. 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.

In addition, effective April 10, 2007, we affected a 50 for one
stock split of our authorized, issued and outstanding common stock. As a result,
our authorized capital has increased from 100,000,000 shares of common stock
with a par value of $0.00001 to 5,000,000,000 shares of common stock with a par
value of $0.00001. Our issued and outstanding share capital has increased from
5,529,750 shares of common stock to 276,487,500 shares of common stock.

On April 19, 2007, Robert Rich, our President and sole
director, acquired 250,000,000 shares of our common stock from Mir Huculak, our
former President and director, for an aggregate purchase price of $50,000.

On June 1, 2007, the President of our company, Mr. Rich,
returned, for no consideration, 245,000,000 post-split shares of our common
stock to treasury for cancellation. As at July 13, 2007, we have 31,487,500
shares of our common stock issued and outstanding.

Our Current Business

We are in the mineral resource business.

Effective August 20, 2007 we entered into an option and joint
venture agreement with Strathmore Resources (US) Ltd.

Pursuant to the agreement, we have an option to earn-in a 60%
interest in Strathmores Pinetree-Reno Creek uranium properties located in
Campbell County, Wyoming. The property is located in the central Powder River
Basin, within the Pumpkin Buttes Uranium District, and encompasses approximately
16,000 acres. Under the terms of the agreement, we will issue 6 million shares
of common stock of our company to Strathmore; reimburse Strathmore 100% of its
expenditures incurred by Strathmore for the Property, up to a maximum of
$300,000 plus any funds spent by Strathmore to acquire additional uranium leases
(which will then form part of the property); and incur a total of $33 million in
expenditures on the Property over a 6 year period.

We will have earned a 22.5% interest in the property once we
have incurred $5 million of our required expenditures, and at that point will
become a joint venture partner with Strathmore. Until we have earned our 60%
interest in the property, Strathmore, which has considerable experience
exploring, developing and mining uranium properties in Canada and the United
States, will be the operator.

Plan of Operation

Overview

You should read the following discussion of our financial
condition together with the unaudited financial statements and notes to the
unaudited financial statements included elsewhere in this filing prepared in
accordance with accounting principles generally accepted in the United States.
This discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
anticipated in these forward-looking statements.

Plan of Operation

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. We currently
hold an interest in a mineral property located in British Columbia, Canada.

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On October 10, 2007 we entered a Purchase Agreement with Power
Resources, Inc. for the acquisition of Geologic Data related to our Reno Creek
prospect in exchange for consideration of $950,000.

Effective August 20, 2007 we entered into an option and joint
venture agreement with Strathmore Resources (US) Ltd. Pursuant to the agreement,
we have an option to earn-in a 60% interest in Strathmores Pinetree-Reno Creek
uranium properties located in Campbell County, Wyoming. The property is located
in the central Powder River Basin, within the Pumpkin Buttes Uranium District,
and encompasses approximately 16,000 acres. Under the terms of the agreement, we
have issued 6 million shares of common stock of our company to Strathmore and
are required to reimburse Strathmore 100% of its expenditures incurred by
Strathmore for the Property, up to a maximum of $300,000 plus any funds spent by
Strathmore to acquire additional uranium leases (which will then form part of
the property). We are require to incur a total of $33 million in expenditures on
the Property over a 6 year period in order to earn a 60% interest in the
property.

We will have earned a 22.5% interest in the property once we
have incurred $5 million of our required expenditures, and at that point will
become a joint venture partner with Strathmore. Until we have earned our 60%
interest in the property, Strathmore, which has considerable experience
exploring, developing and mining uranium properties in Canada and the United
States, will be the operator.

There is no assurance that a commercially viable mineral
deposit exists on our property or that we will be able to identify any mineral
resource on this property that can be developed profitably. Even if we do
discover commercially exploitable levels of mineral resources on our property
there can be no assurance that we will be able to enter into commercial
production of our mineral property.

Over the next 12 months we do not plan to conduct any
exploration activities on our Copper Creek Project. Our plan of operations over
the next 12 months involves carrying out the terms of the joint venture
agreement with Strathmore Resources (US) Ltd. We intend to acquire, integrate
and analyze existing drill data for the joint venture property and add fill-in
properties to the joint venture lands in order to increase our resource
base.

We do not claim to have any minerals or reserves whatsoever at
this time on any of the properties.

Over the next 12 months we anticipate that we will incur the
following operating expenses:

|Accounting and legal               | $ | 126,000   |  
|---------------------------------- | - | --------- | -
|Consulting                         |   | 58,000    |  
|Insurance                          |   | 115,000   |  
|General and administrative         |   | 228,000   |  
|Investor relations                 |   | 250,000   |  
|Mineral property exploration costs |   | 1,800,000 |  
|Rent (Note 5)                      |   | 35,000    |  
|Services provided by directors     |   | 270,000   |  
|Interest income                    |   | (147,000  | )
|TOTAL                              | $ | 2,735,000 |  

We believe that we may require additional funds to implement
our growth strategy in exploration operations. 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. There is no assurance that we
will be able to maintain operations at a level sufficient for an investor to
obtain a return on his investment in our common stock. Further, we may continue
to be unprofitable.

Purchase of Significant Equipment

We do not anticipate the purchase or sale of any plant or
significant equipment during the next 12 months.

Personnel Plan

Over the next 12 months we intend to hire one or more
employees.

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Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

Liquidity And Capital Resources

We had cash of $5,099,738 as of August 31, 2007 compared to cash
  of $27,128 as of February 28, 2007. We had working capital of $5,101,168 as
  of August 31, 2007 compared to 10,445as of February 28, 2007.

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended February 28, 2007, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon our company
locating, acquiring and developing a mineral or oil and gas property, and
achieving a profitable level of operation. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current shareholders. Obtaining commercial loans, assuming those loans
would be available, will increase our liabilities and future cash commitments.

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 judgement.

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:

Recently Issued Accounting Standards

In February 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115.
This statement permits entities to choose to measure many financial instruments
and certain other items at fair value. Most of the provisions of SFAS No. 159
apply only to entities that elect the fair value option. However, the amendment
to SFAS No. 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available-for-sale and trading
securities. SFAS No. 159 is effective as of the beginning of an entitys first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of a fiscal year that begins on or before November 15, 2007,
provided the entity also elects to apply the provision of SFAS No. 157, Fair
Value Measurements. The adoption of this statement is not expected to have
a material effect on the Company's financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin
(SAB) No. 108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements. SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial statements.
SAB No. 108 requires companies to quantify misstatements using a balance sheet
and income statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative an
qualitative factors. SAB No. 108 is effective for fiscal years ending after
November 15, 2006. The adoption of SAB No. 108 did not have a material effect on
the Companys reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an
amendment of FASB Statements No. 87, 88, 106, and 132(R). This statement
requires employers to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other

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- 17 -

than a multiemployer plan) as an asset or liability in its
statement of financial position and to recognize changes in that funded status
in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions. The provisions of SFAS No. 158 are effective for
employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement in fiscal
2007 did not have a material effect on the Company's financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. The objective of SFAS No. 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS No. 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS No. 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Company's future reported financial position or results
of operations.

In June 2006, the FASB issued FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statements No. 109 (FIN 48). FIN 48 clarifies the accounting for
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition threshold and
second, measuring that tax position to determine the amount of benefit to be
recognized in the financial statements. FIN 48 provides guidance on the
presentation of such positions within a classified statement of financial
position as well as on derecognition, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The adoption of this statement in
fiscal 2007 did not have a material effect on the Company's financial
statements.

Item 3. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange Act is recorded, processed, summarized and reported, within the time
period specified in the SEC's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in the reports filed under the
Exchange Act is accumulated and communicated to management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. As of the end of the period covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures.

Based upon and as of the date of that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed in the reports our files and submits under the Exchange Act is
recorded, processed, summarized and reported as and when required.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting identified in connection with our evaluation of these controls as of
the end of the period covered by this report that could have affected those
controls subsequent to the date of the evaluation referred to in the previous
paragraph, including any correction action with regard to deficiencies and
material weakness.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

As of October 15, 2007, we were not aware of any material,
existing or pending legal proceedings against our company, nor were we involved
as a plaintiff in any material proceeding or pending litigation. There were no

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- 18 -

proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, was an adverse party or
had a material interest adverse to our interest.

Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds

On August 24, 2007, we issued 6,000,000 shares of common stock
to Strathmore Resources (US) Ltd. pursuant to the terms of the option and joint
venture agreement.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

Subsequent Events

Entry Into Material Definitive Agreements

On September 15, 2007, we entered into a consulting agreement
with Hamish Malkin. Pursuant to the terms of the consulting agreement, Mr.
Malkin agreed to act as our Chief Financial Officer and Treasurer, in
consideration of which we agreed to pay Mr. Malkin the sum of $3,000 per month
and to grant Mr. Malkin 200,000 stock options at an exercise price of $1.20 per
share, exercisable until September 15, 2012. Mr. Malkin will be paid an
additional $2,000 per month for periods of extraordinary activity.

On October 10, 2007 we entered into a Purchase Agreement with
Power Resources, Inc. (PRI), pursuant to which PRI has agreed to sell to us
certain geological data, consisting of drill hole geophysical logs, lithologic
logs, drill hole maps, geologic cross sections and environmental data (the
Geological Data) relating to the Reno Creek uranium prospect in consideration
of which we have agreed to pay US$950,000, subject to our review of the
sufficiency of the Geological Data. Closing of the agreement is expected to
occur on or before December 31, 2007.

Unregistered Sales of Equity Securities Following the Period
Covered by this Report

On September 4, 2007, we closed a private placement consisting
of 8,086,829 units of our securities (the Units) at a price of US $0.75 per
Unit for aggregate proceeds of US $6,065,125. Each Unit consists of one common
share and one-half of one share purchase warrant (a Warrant), one whole
Warrant shall be exercisable into one additional common share (a Warrant
Share) at a price of US $1.25 per Warrant Share until August 23, 2009.

We agreed to issue finders fees to various finders regarding
all investors. We will pay 7.5%, up to half in stock issued at a deemed price of
$0.75 and the remainder in cash.

On September 15, 2007 in accordance with the terms of a
Consulting Agreement we granted stock options to Hamish Malkin, our Chief
Financial Officer and Treasurer to purchase an aggregate of up to 200,000 shares
of our common stock at an exercise price of $1.20 per share, exercisable until
September 15, 2012 and vesting as follows: 50,000 on September 15, 2007, and in
installments of 50,000 on each successive anniversary of September 15, 2007. The
options are subject to vesting provisions as set forth in the stock option
agreement.

Also on September 15, 2007, Mr. Malkin was appointed as a
member of our board of directors. In connection with Mr. Malkins appointment to
the board, we issued options to purchase an aggregate of up to 300,000 shares of
our common stock to Mr. Malkin at an exercise price of $1.20 per share,
exercisable until September 15, 2012 and vesting as follows: 75,000 on September
15, 2007, and in installments of 75,000 on each successive anniversary of
September 15, 2007.

On September 20, 2007, Devinder Randhawa was appointed as a
member of our board of directors. In connection with Mr. Randhawas appointment
to the board, we issued options to purchase an aggregate of up to 300,000 shares

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- 19 -

of our common stock to Mr. Randhawa at an exercise price of
$1.20 per share, exercisable until September 20, 2012 and vesting as follows:
75,000 on September 20, 2007, and in installments of 75,000 on each successive
anniversary of September 15, 2007.

We issued the securities to Mr. Malkin and Mr. Randhawa on the
basis that they represented that they each were not a U.S. person (as that
term is defined in Regulation S of the Securities Act of 1933) in an offshore
transaction relying on Regulation S and/or Section 4(2) of the Securities Act of
1933.

Appointment of Officers

On September 15, 2007, we appointed Hamish Malkin as our Chief
Financial Officer and Treasurer and member of our board of directors.

Mr. Malkin has been self employed since April, 2003, providing
chief financial officer services on a contract basis. Prior to being self
employed Mr. Malkin was the CFO of Trivalence Mining Corporation from January
1997 to March 2003. Mr. Malkin is a Chartered Accountant and a member of the
Canadian Institute of Chartered Accountants and the Institute for Chartered
Accountants of British Columbia. Prior to 1997, Mr. Malkin held senior financial
positions in the entertainment and commercial real estate industries.

Mr. Malkin is also currently the chief financial officer of
Entrée Gold Inc. (TSX: ETG; AMEX: EGI; Frankfurt: EKR), a Canadian company
reporting in both the United States and Canada, the chief financial officer of
UC Resources Ltd. (TSXV: UC), a Canadian reporting company and the Chief
Financial Officer of Yellowcake Mining Inc. (YCKM.OB), a US reporting
company.

On September 20, 2007, we appointed Devinder Randhawa as a
member of our board of directors. Mr. Randhawa founded Strathmore Minerals Corp.
in 1996 and is currently the company's President and CEO. Mr. Randhawa also
founded and is currently the President of RD Capital Inc., a privately held
consulting firm providing venture capital and corporate finance services to
emerging companies in the resources and non-resource sectors both in Canada and
the US. Prior to founding RD Capital Inc., Mr. Randhawa was in the brokerage
industry for 6 years as an investment advisor and corporate finance analyst.

Mr. Randhawa was formerly the President of Lariat Capital Inc.
which merged with Medicure in November 1999 and the was the founder and former
President and CEO of Royal County Minerals Corp. which was taken over by
Canadian Gold Hunter (formerly International Curator) in July 2003. Mr. Randhawa
also founded Predator Capital Inc., which became Predator Exploration. Mr.
Randhawa received a Bachelors Degree in Business Administration with Honors from
Trinity Western College of Langley, British Columbia in 1983 and received his
Masters in Business Administration from the University of British Columbia in
1985.

2007 Stock Option Plan

On September 15, 2007, our board of directors adopted our 2007
Stock Option Plan. Under the 2007 Stock Option Plan, options to acquire common
shares and issuance of common shares underlying options may be granted to
directors, officers, consultants and employees of our company. A total of
5,000,000 common shares are authorized for issuance under our 2007 Stock Option
Plan.

RISK FACTORS

Our common shares are considered speculative. Prospective
investors should consider carefully the risk factors set out below.

Risks Associated With Mining

Our properties are in the exploration stage. There is no
assurance that we can establish the existence of any mineral resource on any of
our properties in commercially exploitable quantities. Until we can do so, we
cannot earn any revenues from operations and if we do not do so we will lose all
of the funds that we expend on exploration. If we do not discover any mineral
resource in a commercially exploitable quantity, our business could fail.

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A mineral reserve is defined by the Securities and Exchange
Commission in its Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as
that part of a mineral deposit which could be economically and legally extracted
or produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or
more of our properties, there can be no assurance that we will be able to
develop our properties into producing mines and extract those resources. Both
mineral exploration and development involve a high degree of risk and few
properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the
exploitation of that mineral resource. If we cannot exploit any mineral resource
that we might discover on our properties, our business may fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There can be no
assurance that we will be able to obtain or maintain any of the permits required
for the continued exploration of our mineral properties or for the construction
and operation of a mine on our properties at economically viable costs. If we
cannot accomplish these objectives, our business could fail.

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. Current laws and regulations could
be amended and we might not be able to comply with them, as amended. Further,
there can be no assurance that we will be able to obtain or maintain all permits
necessary for our future operations, or that we will be able to obtain them on
reasonable terms. To the extent such approvals are required and are not
obtained, we may be delayed or prohibited from proceeding with planned
exploration or development of our mineral properties.

If we establish the existence of a mineral resource on any
of our properties in a commercially exploitable quantity, we will require
additional capital in order to develop the property into a producing mine. If we
cannot raise this additional capital, we will not be able to exploit the
resource, and our business could fail.

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

Mineral exploration and development is subject to
extraordinary operating risks. We do not currently insure against these risks.
In the event of a cave-in or similar occurrence, our liability may exceed our
resources, which would have an adverse impact on our company.

Mineral exploration, development and production involve many
risks which even a combination of experience, knowledge and careful evaluation
may not be able to overcome. Our operations will be subject to all the hazards
and risks inherent in the exploration for mineral resources and, if we discover
a mineral resource in commercially exploitable quantity, our operations could be
subject to all of the hazards and risks inherent in the development and

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- 21 -

production of resources, including liability for pollution,
cave-ins or similar hazards against which we cannot insure or against which we
may elect not to insure. Any such event could result in work stoppages and
damage to property, including damage to the environment. We do not currently
maintain any insurance coverage against these operating hazards. The payment of
any liabilities that arise from any such occurrence would have a material
adverse impact on our company.

Mineral prices are subject to dramatic and unpredictable
fluctuations.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of these mineral
resources. The price of those commodities has fluctuated widely in recent years,
and is affected by numerous factors beyond our control, including international,
economic and political trends, expectations of inflation, currency exchange
fluctuations, interest rates, global or regional consumptive patterns,
speculative activities and increased production due to new extraction
developments and improved extraction and production methods. The effect of these
factors on the price of mineral resources, and therefore the economic viability
of any of our exploration properties and projects, cannot accurately be
predicted.

The mining industry is highly competitive and there is no
assurance that we will continue to be successful in acquiring mineral claims. If
we cannot continue to acquire properties to explore for mineral resources, we
may be required to reduce or cease operations.

The mineral exploration, development, and production industry
is largely unintegrated. We compete with other exploration companies looking for
mineral resource properties. While we compete with other exploration companies
in the effort to locate and acquire mineral resource properties, we will not
compete with them for the removal or sales of mineral products from our
properties if we should eventually discover the presence of them in quantities
sufficient to make production economically feasible. Readily available markets
exist worldwide for the sale of mineral products. Therefore, we will likely be
able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we
compete with many companies possessing greater financial resources and technical
facilities. This competition could adversely affect our ability to acquire
suitable prospects for exploration in the future. Accordingly, there can be no
assurance that we will acquire any interest in additional mineral resource
properties that might yield reserves or result in commercial mining operations.

Risks Related To Our Company

Because we may never earn revenues from our operations, our
business may fail and then investors may lose all of their investment in our
company.

We have no history of revenues from operations. We have never
had significant operations and have no significant assets. We have yet to
generate positive earnings and there can be no assurance that we will ever
operate profitably. 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 mineral reserves on our
properties or selling the rights to exploit those mineral reserves. 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.

Prior to 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 the
exploration of our mineral claims in the future, 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.

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 incorporation and
we will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from inception (March 23, 2005) to August

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- 22 -

31, 2007 was $170,240. We had cash in the amount of $5,099,738
as of August 31, 2007. We cannot provide assurances that we will be able to
successfully explore our properties and develop our business. These
circumstances raise substantial doubt about our ability to continue as a going
concern as described in an explanatory paragraph to our independent auditors
report on our audited financial statements, dated April 4, 2007. If we are
unable to continue as a going concern, investors will likely lose all of their
investments in our company.

Risks Associated With Our Common Stock

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. 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 stockholders ability to buy and sell our
stock.

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

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA has adopted rules that 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s 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.

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Item 6. Exhibits.

Exhibit No.
      Description3.1
      Articles of Incorporation of
          the Registrant, filed as an exhibit to the registration statement on
          Form SB-2 filed with the Commission on June 21, 2006 and incorporated
          herein by reference.3.2
      By-laws of the Registrant,
          filed as an exhibit to the registration statement on Form SB-2 filed
          with the Commission on June 21, 2006 and incorporated herein by reference.3.3
      Certificate of Change filed
          with the Nevada Secretary of State on March 27, 2007 to be effective
          on April 10, 2007, filed as an exhibit to the current report on Form
          8-K filed with the Commission on April 12, 2007 and incorporated herein
          by reference.3.4
      Articles of Merger filed with
          the Nevada Secretary of State on March 27, 2007 to be effective on April
          10, 2007, filed as an exhibit to the current report on Form 8-K filed
          with the Commission on April 23, 2007 and incorporated herein by reference.4.1
      Specimen Stock Certificate,
          filed as an exhibit to the registration statement on Form SB-2 filed
          with the Commission on June 21, 2006 and incorporated herein by reference.10.1
      Mining Claim, filed as an exhibit
          to the registration statement on Form SB-2 filed with the Commission
          on June 21, 2006 and incorporated herein by reference.10.2
      Affiliate Stock Purchase Agreement,
          filed as an exhibit to the current report on Form 8-K filed with the
          Commission on April 23, 2007 and incorporated herein by reference.10.3
      Letter of Intent, filed as
          an exhibit to the current report on Form 8-K filed with the Commission
          on May 18, 2007 and incorporated herein by reference.10.4
      Investor Relations Agreement,
          filed as an exhibit to the current report on Form 8-K filed with the
          Commission on July 5, 2007 and incorporated herein by reference.10.5
      Stock Option and Subscription
          Agreement, filed as an exhibit to the current report on Form 8-K filed
          with the Commission on July 5, 2007 and incorporated herein by reference.10.6
      Option and Joint Venture Agreement
          dated August 20, 2007, filed as an exhibit to the current report on
          Form 8-K with the Commission on September 5, 2007 and incorporated herein
          by reference.10.7
      Form of Subscription Agreement
          Offshore subscribers, filed as an exhibit to the current report on Form
          8-K with the Commission on September 5, 2007 and incorporated herein
          by reference.10.8
      Form of Subscription Agreement
          US subscribers, filed as an exhibit to the current report on Form 8-K
          with the Commission on September 5, 2007 and incorporated herein by
          reference.10.9
      Form of Warrant certificate
          Offshore subscribers, filed as an exhibit to the current report on Form
          8-K with the Commission on September 5, 2007 and incorporated herein
          by reference.10.10
      Form of Warrant certificate
          Canadian subscribers, filed as an exhibit to the current report on Form
          8-K with the Commission on September 5, 2007 and incorporated herein
          by reference.10.11
      Form of Warrant US subscribers,
          filed as an exhibit to the current report on Form 8-K with the Commission
          on September 5, 2007 and incorporated herein by reference.10.12
      Consulting Agreement with Hamish
          Malkin, dated effective September 15, 2007, filed as an exhibit to the
          current report on Form 8-K with the Commission on September 24, 2007
          and incorporated herein by reference.10.13
      Stock Option Agreement with
          Hamish Malkin dated effective September 15, 2007, filed as an exhibit
          to the current report on Form 8-K with the Commission on September 24,
          2007 and incorporated herein by reference.10.14
      Stock Option Agreement with
          Hamish Malkin dated effective September 15, 2007, filed as an exhibit
          to the current report on Form 8-K with the Commission on September 24,
          2007 and incorporated herein by reference.10.15*
      Stock
          Option Agreement with Devinder Randhawa dated effective September 15,
          200710.16
      2007 Stock Option Plan, filed
          as an exhibit to the current report on Form 8-K with the Commission
          on September 24, 2007 and incorporated herein by reference.10.17
      Purchase Agreement with Power
          Resources, Inc., dated October 10, 2007, filed as an exhibit to the
          current report on Form 8-K with the Commission on October 10, 2007 and
          incorporated herein by reference.21.1
      Subsidiaries
          of American Uranium Corporation  None31.1*
      Certification
          pursuant to, Section 302 of the Sarbanes-Oxley Act Of 200231.2*
      Certification
          pursuant to, Section 302 of the Sarbanes-Oxley Act Of 2002


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- 24 -

32.1*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes- Oxley Act Of 200232.2*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes- Oxley Act Of 2002


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- 25 -

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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

|By: /s/ Robert A. Rich           
|---------------------------------
|                                 
|Robert A. Rich                   
|President, Secretary and Director
|(Principal executive officer)    
|                                 
|October 19, 2007                 
|                                 
|By: /s/ Hamish Malkin            
|                                 
|Hamish Malkin                    
|CFO, Treasurer and Director      
|(Principal financial officer)    
|                                 
|October 19, 2007                 

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