---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

[   ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2009

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________ to
_________________________

Commission File Number: **000-52824**

(Exact name of registrant
as specified in its charter)

|Nevada                                           | 80-0423251                          
|------------------------------------------------ | ------------------------------------
|(State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.)
|organization)                                    |                                     
|                                                 |                                     
|600 17th Street, Suite 2800 South, Denver, CO    | 80202                               
|(Address of principal executive offices)         | (Zip Code)                          

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

Not Applicable(Former name, former
address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and
post such files). Yes [   ]    No [   ]

---

ii

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

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


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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date
2,007,946 shares of common stock are issued and outstanding as of October
13, 2009.

---

iii

TABLE OF CONTENTS

|PART
      IFINANCIAL INFORMATION                                                                        | 1 
|--------------------------------------------------------------------------------------------------------- | --
|ITEM
      1. FINANCIAL STATEMENTS                                                                        | 1 
|ITEM
      2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS | 1 
|ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  | 12
|ITEM
      4T. CONTROLS AND PROCEDURES                                                                    | 12
|PART
      IIOTHER INFORMATION                                                                           | 13
|ITEM
      1. LEGAL PROCEEDINGS                                                                           | 13
|ITEM
      1A. RISK FACTORS                                                                               | 13
|ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 2                              | 20
|ITEM
      3. DEFAULTS UPON SENIOR SECURITIES                                                             | 20
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                         | 20
|ITEM
      5. OTHER INFORMATION                                                                           | 20
|ITEM
      6. EXHIBITS                                                                                    | 22
|SIGNATURES                                                                                                | 25

---

PART IFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

---









AMERICAN URANIUM CORPORATION
  (An Exploration Stage Company)

FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited)



AUGUST 31, 2009

---

AMERICAN URANIUM CORPORATION
  (An exploration Stage Company) 
  BALANCE SHEETS 
  (Expressed in US dollars)

|                                                         |   | August 31, 2009 |   |   | February 28, 2009 |  
|-------------------------------------------------------- | - | --------------- | - | - | ----------------- | -
|                                                         |   | (Unaudited)     |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|ASSETS                                                   |   |                 |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|Current                                                  |   |                 |   |   |                   |  
|Cash                                                     | $ | 183,894         |   | $ | 891,886           |  
|Prepaid expenses                                         |   | 33,049          |   |   | 13,237            |  
|Exploration advances (Note 4)                            |   | 308,034         |   |   | 236,886           |  
|                                                         |   | 524,977         |   |   | 1,142,009         |  
|                                                         |   |                 |   |   |                   |  
|Equipment (Note 3)                                       |   | 6,665           |   |   | 7,499             |  
|                                                         |   |                 |   |   |                   |  
|Mineral Property interests (Note 4)                      |   | 2               |   |   | 2                 |  
|                                                         |   |                 |   |   |                   |  
|Total assets                                             | $ | 531,644         |   | $ | 1,149,510         |  
|                                                         |   |                 |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                     |   |                 |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|Current                                                  |   |                 |   |   |                   |  
|Accounts payable and accrued liabilities                 | $ | 55,328          |   | $ | 91,271            |  
|Due to related party
      (Note 6)                      |   | 40,000          |   |   | 36,093            |  
|                                                         |   | 95,328          |   |   | 127,364           |  
|                                                         |   |                 |   |   |                   |  
|Stockholders Equity                                     |   |                 |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|Common stock, 108,695,652 shares
      authorized with a |   |                 |   |   |                   |  
|par value of $0.00001
      (issued: August 31, 2009    |   |                 |   |   |                   |  
|2,007,946; February 28, 2009 
      2,007,946)          |   | 20              |   |   | 20                |  
|Additional paid-in
      capital                         |   | 15,428,467      |   |   | 15,370,950        |  
|Deficit accumulated during exploration
      stage       |   | (14,992,171     | ) |   | (14,348,824       | )
|Total stockholders equity                               |   | 436,316         |   |   | 1,022,146         |  
|                                                         |   |                 |   |   |                   |  
|Total liabilities and stockholders equity               | $ | 531,644         |   | $ | 1,149,510         |  

Nature of Operations and Ability to Continue as a going concern
  (Note 1)

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

F-2

---

AMERICAN URANIUM CORPORATION(An exploration Stage Company) 
  STATEMENTS OF OPERATIONS 
  (Unaudited) 
  (Expressed in United States dollars)

Three
        Months Ended
      
      
      Six
        Months Ended
      
      
      Inception (March 23,2005)August
        31
      
      
      August
        31
      
      
      to August 31, 20092009
      
      
      2008
      
      
      2009
      
      
      2008ExpensesConsulting fees (Note 5)
      $
      14,156
      
      $
      456,350
      
      $
      35,703
      
      $
      499,978
      
      $
      631,364Depreciation
      
      404
      
      
      487
      
      
      834
      
      
      1,004
      
      
      4,327Financing costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      761,565General and administrative
        (Note 6)
      
      23,034
      
      
      123,044
      
      
      60,802
      
      
      168,946
      
      
      352,014Impairment of mineral interest
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      8,384,554Investor relations
      
      -
      
      
      11,969
      
      
      -
      
      
      121,914
      
      
      298,157Legal and accounting
      
      66,351
      
      
      40,433
      
      
      134,078
      
      
      140,574
      
      
      675,507Management fees
        (Notes 5 and 6)
      
      68,676
      
      
      160,713
      
      
      157,351
      
      
      321,951
      
      
      1,331,244Mineral property expenditures (Note 4)
      
      203,205
      
      
      623,809
      
      
      254,579
      
      
      935,583
      
      
      2,689,162(375,826
      )
      
      (1,416,805
      )
      
      (643,347
      )
      
      (2,189,950
      )
      
      (15,127,894
      )Loss before other itemInterest income
      
      -
      
      
      6,023
      
      
      -
      
      
      24,989
      
      
      135,723Net Loss
      $
      (375,826
      )
      $
      (1,410,782
      )
      $
      (643,347
      )
      $
      (2,164,961
      )
      
      (14,992,171
      )Basic and diluted loss per share
      $
      (0.19
      )
      $
      (1.40
      )
      $
      (0.32
      )
      $
      (2.16
      )Weighted average number of sharesoutstanding
      
      2,007,946
      
      
      1,004,513
      
      
      2,007,946
      
      
      1,004,513


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

F-3

---

AMERICAN URANIUM CORPORATION(An exploration Stage Company) 
  STATEMENTS OF CASH FLOWS 
  (Unaudited) 
  (Expressed in United States dollars)

|                                               |   |                                  |   |   |            |   |   | Inception           |  
|---------------------------------------------- | - | -------------------------------- | - | - | ---------- | - | - | ------------------- | -
|                                               |   |                                  |   |   |            |   |   | (March 23,          |  
|                                               |   |                                  |   |   |            |   |   | **2005**) to August |  
|                                               |   | Six
      Months Ended August 31 |   |   | 31, 2009   |  
|                                               |   |                                  |   |   |            |   |   |                     |  
|                                               |   | 2009                             |   |   | 2008       |   |   |                     |  
|CASH FLOWS FROM OPERATING ACTIVTIES            |   |                                  |   |   |            |   |   |                     |  
|Net loss                                       | $ | (643,347                         | ) | $ | (2,164,961 | ) | $ | (14,992,171         | )
|Items not affecting cash:                      |   |                                  |   |   |            |   |   |                     |  
|Depreciation                                   |   | 834                              |   |   | 1,004      |   |   | 4,327               |  
|Donated
      rent and services                |   | -                                |   |   | -          |   |   | 21,750              |  
|Stock-based
      compensation                 |   | 57,517                           |   |   | 662,035    |   |   | 1,250,821           |  
|Write
      off of mining interests            |   | -                                |   |   | -          |   |   | 8,384,554           |  
|Changes in assets and liabilities:             |   |                                  |   |   |            |   |   |                     |  
|Prepaid
      expenses                         |   | (19,812                          | ) |   | (22,883    | ) |   | (33,049             | )
|Exploration
      advances                     |   | (71,148                          | ) |   | 275,000    |   |   | (308,034            | )
|Accounts
      payable and accrued liabilities |   | (35,943                          | ) |   | (83,633    | ) |   | 55,328              |  
|Due to related
      party                     |   | 3,907                            |   |   | 32,440     |   |   | 40,000              |  
|                                               |   |                                  |   |   |            |   |   |                     |  
|Net cash used in operating activities          |   | (707,992                         | ) |   | (1,300,998 | ) |   | (5,576,474          | )
|                                               |   |                                  |   |   |            |   |   |                     |  
|CASH FLOWS FROM FINANCING ACTIVTIES            |   |                                  |   |   |            |   |   |                     |  
|Proceeds from issuance of common
      stock   |   | -                                |   |   | -          |   |   | 6,499,360           |  
|Share issuance costs                           |   | -                                |   |   | -          |   |   | (283,444            | )
|                                               |   |                                  |   |   |            |   |   |                     |  
|Net cash provided by financing activities      |   | -                                |   |   | -          |   |   | 6,215,916           |  
|                                               |   |                                  |   |   |            |   |   |                     |  
|CASH FLOWS FROM INVESTING ACTIVITIES           |   |                                  |   |   |            |   |   |                     |  
|Acquisition of mineral rights                  |   | -                                |   |   | (924,988   | ) |   | (444,556            | )
|Purchase of equipment                          |   | -                                |   |   | -          |   |   | (10,992             | )
|                                               |   |                                  |   |   |            |   |   |                     |  
|Net cash used in investing activities          |   | -                                |   |   | (924,988   | ) |   | (455,548            | )
|                                               |   |                                  |   |   |            |   |   |                     |  
|Increase (decrease) in cash during the period  |   | (707,992                         | ) |   | (2,225,986 | ) |   | 183,894             |  
|                                               |   |                                  |   |   |            |   |   |                     |  
|Cash, beginning of period                      |   | 891,886                          |   |   | 4,104,596  |   |   | -                   |  
|                                               |   |                                  |   |   |            |   |   |                     |  
|Cash, end of period                            | $ | 183,894                          |   | $ | 1,878,610  |   | $ | 183,894             |  
|                                               |   |                                  |   |   |            |   |   |                     |  
|Cash paid for interest during the period       | $ | Nil                              |   | $ | Nil        |   |   |                     |  
|Cash paid for income taxes during the period   | $ | Nil                              |   | $ | Nil        |   |   |                     |  

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

F-4

---

AMERICAN URANIUM CORPORATION(An exploration Stage Company) 
  STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
  For the Period from March 23, 2005 (Date of Inception) to August 31, 2009 
  (Unaudited) 
  (Expressed in US dollars)

DeficitNumber of
      
      
      
      
      
      Additional
      
      
      Accumulated
      
      
      Totalcommon
      
      
      Par
      
      
      Paid-in
      
      
      During the
      
      
      Stockholdersshares
      
      
      Value
      
      
      Capital
      
      
      Exploration stage
      
      
      EquityBalance, March 23, 2005(date of inception)
      
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -Shares issued:Initial capitalization
      
      5,434,933
      
      
      54
      
      
      (4
      )
      
      -
      
      
      50Donated services
      
      -
      
      
      -
      
      
      8,250
      
      
      -
      
      
      8,250Net loss for the period
      
      -
      
      
      -
      
      
      -
      
      
      (23,321
      )
      
      (23,321
      )Balance, February 29, 2006
      
      5,434,933
      
      
      54
      
      
      8,246
      
      
      (23,321
      )
      
      (15,021
      )Shares issued:Private placements
      
      575,815
      
      
      6
      
      
      52,924
      
      
      -
      
      
      52,930Donated services
      
      -
      
      
      -
      
      
      9,000
      
      
      -
      
      
      9,000Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (36,464
      )
      
      (36,464
      )Balance, February 28, 2007
      
      6,010,748
      
      
      60
      
      
      70,170
      
      
      (59,785
      )
      
      10,445Shares issued:Private placements
      
      183,953
      
      
      2
      
      
      6,346,368
      
      
      -
      
      
      6,346,370Acquisition of
        mineral rights
      
      130,435
      
      
      1
      
      
      7,859,999
      
      
      -
      
      
      7,860,000Shares returned to treasury
      
      (5,326,087
      )
      
      (53
      )
      
      53
      
      
      -
      
      
      -Share issue costs
      
      -
      
      
      -
      
      
      (283,444
      )
      
      -
      
      
      (283,444
      )Finders fees
      
      5,615
      
      
      -
      
      
      -
      
      
      -
      
      
      -Donated services
      
      -
      
      
      -
      
      
      4,500
      
      
      -
      
      
      4,500Stock-based compensation
      
      -
      
      
      -
      
      
      450,998
      
      
      -
      
      
      450,998Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (2,896,173
      )
      
      (2,896,173
      )Balance, February 29, 2008
      
      1,004,664
      
      
      10
      
      
      14,426,442
      
      
      (2,955,958
      )
      
      11,492,696Shares issued:Private placements
      
      1,000,000
      
      
      10
      
      
      100,000
      
      
      -
      
      
      100,010Mineral rights
      
      3,282
      
      
      -
      
      
      80,000
      
      
      -
      
      
      80,000Stock-based compensation
      
      -
      
      
      -
      
      
      742,306
      
      
      -
      
      
      742,306Net loss for the year
      
      -
      
      
      -
      
      
      -
      
      
      (11,392,866
      )
      
      (11,392,866
      )Balance, February 28, 2009
      
      2,007,946
      
      
      20
      
      
      15,370,950
      
      
      (14,348,824
      )
      
      1,022,146Shares issued:Stock-based compensation
      
      -
      
      
      -
      
      
      57,517
      
      
      -
      
      
      57,517Net loss for the
        period
      
      -
      
      
      -
      
      
      -
      
      
      (643,347
      )
      
      (643,347
      )Balance, August 31, 2009
      
      2,007,946
      
      $
      20
      
      $
      15,428,467
      
      $
      (14,992,171
      )
      $
      436,316


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

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

F-5

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
        GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | American Uranium Corporation (the Company)
        was incorporated in the State of Nevada on March 23, 2005 under the name
        Alpine Resources Corporation. On April 10, 2007, the Company changed its
        name to American Uranium Corporation by merging with its wholly
        owned subsidiary named American Uranium Corporation, a Nevada
        Corporation formed specifically for that purpose. On April 10, 2007, the
        Company effected a 50:1 forward stock split of the authorized, issued
        and outstanding common stock. As a result, the authorized share capital
        increased from 100,000,000 shares of common stock to 5,000,000,000 shares
        of common stock with no change in par value. On October 17, 2008, the
        company effected a 46: 1 stock consolidation of the authorized, issued
        and outstanding common stock. As a result, the authorized share capital
        decreased from 5,000,000,000 shares of common stock to 108,695,652 shares
        of common stock.                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company is an Exploration Stage Company, as defined
        by Financial Accounting Standards Board (FASB) Statement No.7
        and Securities and Exchange Commission (SEC) Industry Guide
        7. The Companys principal business is the acquisition and exploration
        of mineral property interests in the United States. The Company has not
        presently determined whether its properties contain mineral reserves that
        are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | These financial statements have been prepared on a going
        concern basis, which assumes the Company will continue to realize its
        assets and discharge its liabilities and commitments in the normal course
        of business. The Company has accumulated losses of $14,992,171 since inception
        and is unlikely to generate sufficient earnings in the immediate or foreseeable
        future. The continuation of the Company as a going concern is dependent
        upon the continued financial support from its shareholders, the ability
        of the Company to obtain necessary equity financing to achieve its operating
        objectives, confirmation of the Companys interests in the underlying
        properties and the attainment of profitable operations. Management cannot
        provide assurances that such plans will occur. These factors raise substantial
        doubt regarding the Companys ability to continue as a going concern.
        These financial statements do not include any adjustments to the recoverability
        and classification of recorded asset amounts and classification of liabilities
        that might be necessary should the Company be unable to continue as a
        going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The interim period financial statements have been prepared
        by the Company in conformity with generally accepted accounting principles
        in the United States of America. The preparation of financial data is
        based on accounting principles and practices consistent with those used
        in the preparation of annual financial statements, and in the opinion
        of management these financial statements contain all adjustments necessary
        (consisting of normally recurring adjustments) to present fairly the financial
        information contained therein. Certain information and footnote disclosure
        normally included in the financial statements prepared in conformity with
        generally accepted accounting principles in the United States of America
        have been condensed or omitted. These interim period statements should
        be read together with the most recent audited financial statements and
        the accompanying notes for the year ended February 28, 2009. The results
        of operations for the three-month period ended August 31, 2009 are not
        necessarily indicative of the results to be expected for the year ending
        February 28, 2010.                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | During the quarter ended May 31, 2009, the Company dissolved
        its wholly-owned inactive subsidiary, American Uranium Corporation, which
        was incorporated in Delaware.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-6

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Recent accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In September 2006, FASB issued SFAS No. 157, Fair
        Value Measurements. Among other requirements, SFAS 157 defines fair
        value and establishes a framework for measuring fair value and also expands
        disclosure about the use of fair value to measure assets and liabilities.
        SFAS 157 is effective for fiscal years beginning after November 15, 2007.
        The adoption of SFAS 157 did not have an impact on the Companys
        balance sheets or statements of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In February 2007, the FASB issued SFAS No. 159, The
        Fair Value Option for Financial Assets and Financial Liabilities,
        including an amendment of FASB Statement No. 115. This pronouncement permits
        entities to choose to measure eligible financial instruments at fair value
        as of specified dates. Such election, which may be applied on an instrument
        by instrument basis, is typically irrevocable once elected. SFAS 159 is
        effective for fiscal years beginning November 15, 2007, and early application
        is allowed under certain circumstances. The adoption of SFAS 159 did not
        have an impact on the Companys balance sheets or statements of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2007, the FASB issued SFAS No. 141R, Business
        Combinations which changes how business acquisitions are accounted.
        SFAS 141R requires the acquiring entity in a business combination to recognize
        all (and only) the assets acquired and liabilities assumed in the transaction
        and establishes the acquisition-date fair value as the measurement objective
        for all assets acquired and liabilities assumed in a business combination.
        Certain provisions of this standard will, among other things, impact the
        determination of acquisition-date fair value of consideration paid in
        a business combination (including contingent considerations); exclude
        transaction costs from acquisition accounting; and change accounting practices
        for acquired contingencies, acquisition- related restructuring costs,
        in-process research and development, indemnification assets and tax benefits.
        SFAS No. 141R is effective for business combinations and adjustments to
        an acquired entitys deferred tax asset and liability balances occurring
        for fiscal years beginning on after December 15, 2008. The adoption of
        this statement did not have a material effect on the Companys financial
        statements.                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In December 2007, the FASB issued SFAS No. 160, Noncontrolling
        Interests in Consolidated Financial Statement, an amendment of ARB No.
        51, which establishes new standards governing the accounting for
        and reporting of noncontrolling interests (NCI) in partially owned consolidated
        subsidiaries and the loss of control of subsidiaries. Certain provisions
        of this standard indicate, among other things, that NCIs (previously referred
        to as minority interests) be treated as a separate component of equity,
        not as a liability; that increases and decreases in the parents
        ownership interest that leave control intact be treated as equity transactions,
        rather than as step acquisitions or dilution gains or losses; and that
        losses of a partially owned consolidated subsidiary be allocated to the
        NCI even when such allocation might result in a deficit balance. SFAS
        No. 160 is effective for fiscal years beginning on or after December 15,
        2008 and interim periods within those fiscal years. The provisions of
        the standard are to be applied to all NCIs prospectively, except
        for the presentation and disclosure requirements, which are to be applied
        retrospectively to all periods presented. The adoption of this statement
        did not have a material effect on the Companys financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | In March 2008, the FASB issued SFAS 161 Disclosures
        about Derivative Instruments and Hedging Activities  an amendment
        of SFAS 133. This Statement requires enhanced disclosures about an entitys
        derivative and hedging activities and thereby improves the transparency
        of financial reporting. This Statement is effective for financial statements
        issued for fiscal years and interim periods beginning after November 15,
        2008, with early application encouraged. This Statement encourages, but
        does not require, comparative disclosures for earlier periods at initial
        adoption. The adoption of this statement did not have a material effect
        on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

F-7

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Recent accounting pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In May 2008, the FASB issued SFAS No. 162, "The Hierarchy
        of Generally Accepted Accounting Principles." The current GAAP hierarchy,
        as set forth in the American Institute of Certified Public Accountants
        (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present
        Fairly in Conformity With Generally Accepted Accounting Principles, has
        been criticized because (1) it is directed to the auditor rather than
        the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
        Accounting Concepts. The FASB believes that the GAAP hierarchy should
        be directed to entities because it is the entity (not its auditor) that
        is responsible for selecting accounting principles for financial statements
        that are presented in conformity with GAAP. Accordingly, the FASB concluded
        that the GAAP hierarchy should reside in the accounting literature established
        by the FASB and is issuing this Statement to achieve that result. This
        Statement is effective 60 days following the SEC's approval of the Public
        Company Accounting Oversight Board amendments to AU Section 411, The Meaning
        of Present Fairly in Conformity With Generally Accepted Accounting Principles.
        The adoption of FASB 162 is not expected to have a material impact on
        the Company's financial statements.  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In May 2009, the FASB issued SFAS No. 165 Subsequent
        Events (SFAS 165). SFAS 165 establishes general standards
        of accounting for and disclosure of events that occur after the balance
        sheet date but before financial statements are issued or are available
        to be issued. SFAS 165 sets forth (1) The period after the balance sheet
        date during which management of a reporting entity should evaluate events
        or transactions that may occur for potential recognition or disclosure
        in the financial statements, (2) The circumstances under which an entity
        should recognize events or transactions occurring after the balance sheet
        date in its financial statements and (3) The disclosures that an entity
        should make about events or transactions that occurred after the balance
        sheet date. SFAS 165 is effective for interim or annual financial periods
        ending after June 15, 2009 and is applied prospectively. The Company has
        evaluated subsequent events through October 13, 2009 which represents
        the date on which the financial statements were issued.                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In June 2009, the FASB issued SFAS No.168, The
        FASB Accounting Standards Codification and the Hierarchy of
        Generally Accepted Accounting Principles (SFAS 168).
        SFAS 168 establishes the FASB Accounting Standards Codification
        (Codification), which officially launched July 1, 2009, to
        become the source of authoritative U.S. generally accepted accounting
        principles (GAAP) recognized by the FASB to be applied by
        nongovernmental entities. Rules and interpretive releases of the Securities
        and Exchange Commission (SEC) under authority of federal securities
        laws are also sources of authoritative U.S. GAAP for SEC registrants.
        The subsequent issuances of new standards will be in the form of Accounting
        Standards Updates that will be included in the Codification. Generally,
        the Codification is not expected to change U.S. GAAP. All other accounting
        literature excluded from the Codification will be considered non- authoritative.
        SFAS 168 is effective for financial statements issued for interim and
        annual periods ending after September 15, 2009. The Company is currently
        evaluating the effect on its financial statement disclosures as all future
        references to authoritative accounting literature will be references in
        accordance with the Codification.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | FSP 142-3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | In April 2008, the FASB issued FSP No. 142-3, "Determination
        of the Useful Life of Intangible Assets" ("FSP 142-3"). FSP 142-3 amends
        the factors an entity should consider in developing renewal or extension
        assumptions used in determining the useful life of recognized intangible
        assets under FASB Statement No. 142, "Goodwill and Other Intangible Assets".
        This new guidance applies prospectively to intangible assets that are
        acquired individually or with a group of other assets in business combinations
        and asset acquisitions. FSP 142- 3 is effective for financial statements
        issued for fiscal years and interim periods beginning after December 15,
        2008. Early adoption is prohibited. FSP 142-3 did not have a material
        impact on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-8

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|2. | SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Recent accounting pronouncements(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | APB 14-1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In May 2008, FASB issued FASB Staff Position ("FSP")
        APB 14-1, "Accounting for Convertible Debt Instruments That May Be Settled
        in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB
        14-1"). FSP APB 14-1 clarifies that convertible debt instruments that
        may be settled in cash upon either mandatory or optional conversion (including
        partial cash settlement) are not addressed by paragraph 12 of APB Opinion
        No. 14, "Accounting for Convertible Debt and Debt issued with Stock Purchase
        Warrants." Additionally, FSP APB 14-1 specifies that issuers of such instruments
        should separately account for the liability and equity components in a
        manner that will reflect the entity's nonconvertible debt borrowing rate
        when interest cost is recognized in subsequent periods. FSP APB 14-1 is
        effective for financial statements issued for fiscal years beginning after
        December 15, 2008, and interim periods within those fiscal years. The
        implementation of APB 14-1 did not have a material impact on the Companys
        financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |                    |   | August
      31, 2009 |  |   | February
      28, 2009 | 
| | ------------------ | - | --------------------- |  | - | ----------------------- | 
| |                    |   |                       |  |   | Accumulated             | 
| |                    |   | Cost                  |  |   | Depreciation            | 
| | Office equipment   | $ | 3,153                 |  | $ | 1,274                   | 
| | Computer equipment |   | 7,839                 |  |   | 3,053                   | 
| |                    | $ | 10,992                |  | $ | 4,327                   | 

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

F-9

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

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

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


The Company paid the Bureau of Land
  Management $62,860 for renewal fees due for the Arizona Properties.

At any time during the period of the
  agreement, the Company can exercise the option to purchase. The purchase price
  will be approximately twice the value of the renewal consideration that would
  otherwise be payable or transferable to Nu Star if the Company had leased the
  Arizona Properties in the year following the year in which the Company delivered
  the Option Notice, as adjusted pursuant to the agreement.

Pursuant to the agreement, if commercial
  production has been achieved and the Company sells or otherwise disposes of
  yellowcake uranium that has been produced from uranium ore that was mined and
  removed from the Arizona Properties, the Company will pay Nu Star a 4% Net Smelter
  Return royalty. Alternatively, the Company can buy back the royalty right for
  $1,000,000 for each breccia pipe that reaches commercial production.

During the initial term and each renewal
  term of the agreement, the Company has also agreed to incur the following minimum
  expenditure amounts in the exploration activities:

Lease Period
      
      AmountSeptember 18, 2008 through September 17,
        2009 (Initial Term)
      $
      NIL1st Renewal Term
      $
      250,0002nd Renewal Term
      $
      400,0003rd Renewal Term
      $
      400,000Each subsequent lease renewal term
      $
      400,000


F-10

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

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

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

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

| |    | Based on the upcoming cash requirement on the Pinetree/Reno
        Creek and Arizona properties, the Company currently does not have sufficient
        cash on hand to continue the exploration program on the properties without
        additional financing. Given the current capital market condition, the
        Company is uncertain that it would be able to raise the money that it
        requires on acceptable terms. Due to the uncertainty of the Company's
        ability to continue with the exploration program with the current cash
        position, the Company consequently has written down the carrying value
        of each property to a nominal value, being $1 and recorded $8,384,554
        as impairment in mineral interest properties for the year ended February
        28, 2009. As of August 31, 2009, the carrying value of these properties
        was $2 (February 28, 2009 - $2).
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | d) | During the quarter ended August 31, 2009, the Company
        entered into three-way agreements whereby it consents Strathmore to sell
        its interests and ownership in the AUC LLC to NCA Nuclear Inc. (NCA),
        a wholly owned subsidiary of Bayswater Uranium Corporation (Bayswater).
        Upon the completion of the sale by Strathmore, the Company has no further
        obligations to pay mineral expenditures on the Pinetree-Reno Creek uranium
        properties to Strathmore as stated in Note 4(a) above.                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Any agreement between the parties is subject to completion
        of a closing of the transaction and the satisfactory completion of a due
        diligence review by Bayswater. There is no assurance that the parties
        will close the proposed transaction as planned or at all.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | Pursuant to an agreement between the Company and NCA,
        upon completion of the sale of Strathmore interests in AUC LLC to NCA,
        the Company will sell its drill data and permits for the mineral property
        interest at Reno Creek to NCA. The Company acquired the data for $950,000
        in October 2007 from Power Resources Inc. The purchase price for the sale
        of drill data and permits is at $2,000,000, of which $1,000,000 will be
        paid in cash and the remaining $1,000,000 will be paid through the issuance
        of the common shares of Bayswater. The transaction is subject to regulatory
        and shareholders approvals.                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |    | The Company also entered into a consulting agreement
        with Bayswater whereby it agrees to provide consulting services stipulated
        on the agreement. As a consideration, the Company will receive $30,000
        monthly fees for such services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-11

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

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

| | e) | Mineral property expenditures are summarized as follows:
| | -- | --------------------------------------------------------

Three
      
      
      Three
      
      
      Six
      
      
      Six
      
      
      Inceptionmonths
      
      
      months
      
      
      months
      
      
      months
      
      
      (March 23,ended
      
      
      ended
      
      
      ended
      
      
      ended
      
      
      2005) toAugust
      
      
      August
      
      
      August
      
      
      August
      
      
      August 31,31, 2009
      
      
      31, 2008
      
      
      31, 2009
      
      
      31, 2008
      
      
      2009Pinetree/Reno CreekProperty acquisition
      $
      -
      
      $
      107,035
      
      $
      -
      
      $
      143,048
      
      $
      223,287Camp and field supplies
      
      97,557
      
      
      13,153
      
      
      104,943
      
      
      19,988
      
      
      304,512Drilling
      
      -
      
      
      875
      
      
      -
      
      
      1,100
      
      
      1,233Environmental & permitting
      
      17,958
      
      
      499,381
      
      
      43,804
      
      
      653,546
      
      
      494,668Geological and geophysical (1)
      
      24,728
      
      
      2,016
      
      
      42,870
      
      
      110,806
      
      
      1,509,860Travel and accommodation
      
      102
      
      
      1,349
      
      
      102
      
      
      7,095
      
      
      26,492140,345
      
      
      623,809
      
      
      191,719
      
      
      935,583
      
      
      2,560,052Arizona PropertiesEnvironmental &
        permitting
      
      62,860
      
      
      -
      
      
      62,860
      
      
      -
      
      
      120,360Other
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      8,750$
      203,205
      
      $
      623,809
      
      $
      254,579
      
      $
      935,583
      
      $
      2,689,162


|(1) | In October 2007, the Company purchased certain drill
        data for its mineral property interest at Reno Creek. The data for the
        property was acquired for $950,000 pursuant to a data purchase agreement
        with Power Resources, Inc.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

F-12

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|5. | COMMON STOCK(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On August 24, 2007, the Company issued 130,435 shares
        of common stock with a value of $7,860,000 (based on the quoted market
        value on the agreement date) pursuant to an option agreement with Strathmore
        (Note 4).                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In August 2007, the Company completed a private placement
        consisting of 175,801 units at a price of $34.50 per unit for aggregate
        proceeds of $6,065,120. Each unit consisted of one common share and one-half
        of one share purchase warrant. One whole warrant is exercisable into one
        additional common share at a price of $57.50 per share until August 23,
        2009. The Company agreed to issue finders fees to various finders
        regarding all investors at a rate of 7.5%, up to half to be issued in
        stock and the remainder in cash.       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In September 2007, the Company issued 5,615 common shares
        for finders fees with a value of $348,700 of which $2 was credited
        to common stock and $348,698 was credited to additional paid-in capital.
        The fair value of $348,700 was also charged to additional paid-in capital
        as a cost of share issuance. The cash portion of finders fees paid
        amounted to $283,444 and was also charged to additional paid-in capital
        as a cost of share issuance.                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In January 2008, the Company completed a private placement
        consisting of 8,152 units at a price of $34.50 per unit for aggregate
        proceeds of $281,250. Each unit consisted of one common share and one-half
        of one share purchase warrant. One whole warrant is exercisable into one
        additional common share at a price of $57.50 per share until August 23,
        2009. The Company agreed to issue finders fees to various finders
        regarding all investors at a rate of 7.5%, up to half to be issued in
        stock and the remainder in cash, as above.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company agreed to use its best efforts to register
        the August 2007 and January 2008 private placement common shares for resale
        by the purchasers within 180 days of issue. The Company also agreed, if
        the shares had not been registered by that date, to pay as a penalty to
        each purchaser an amount equal to 2% of the amount invested for each month
        that the shares remained unregistered, to a maximum of 6 months. At February
        28, 2009, the full penalty as a financing cost in the amount of $761,565
        had been paid.              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On September 18, 2008, the Company issued 3,282 common
        shares with a fair value of $80,000 pursuant to an option agreement with
        Nu Star (Note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In December 2008, the Company completed a non-brokered
        private placement for the issuance of 1,000,000 common shares at $0.10
        per share and received $10 when the subscription was signed. The total
        proceeds of on this transaction were $100,010.                                                                                                                                                                                                                                                                                                                             

F-13

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|5. | COMMON STOCK(continued)
      Share Purchase Warrants                 
|-- | ----------------------------------------------------------------------
|   |                                                                       
|   | Share purchase warrant transactions are summarized as
        follows:

| |                                       |  |           |   |   | Weighted |  
| | ------------------------------------- |  | --------- | - | - | -------- | -
| |                                       |  |           |   |   | Average  |  
| |                                       |  | Number of |   |   | Exercise |  
| |                                       |  | Warrants  |   |   | Price    |  
| | Balance at February 28, 2008 and 2009 |  | 91,976    |   | $ | 57.50    |  
| | Expired                               |  | (91,976   | ) |   | (57.50   | )
| | Balance, August 31, 2009              |  | -         |   | $ | -        |  

As at August 31, 2009, the Company has
  no share purchase warrants outstanding.

Stock Options

The Company adopted a Stock Option Plan
  dated September 15, 2007 under which the Company is authorized to grant stock
  options to acquire up to a total of 108,696 shares of common stock. At August
  31, 2009, the Company had 72,826 shares of common stock available to be issued
  under the Plan (February 28, 2009 -72,826).

Effective with the adoption SFAS No.123R,
  the Company has elected to use the Black-Scholes option pricing model to determine
  the fair value of stock options granted. Compensation expense for stock options
  granted to employees and non-employees is amortized over the contract services
  period or, if none exists, from the date of grant until the options vest. Compensation
  associated with unvested options granted to non-employees is remeasured on each
  balance sheet date using the Black-Scholes option pricing model.

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

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

| |                                             |  |           |   |   | Weighted       | 
| | ------------------------------------------- |  | --------- | - | - | -------------- | 
| |                                             |  | Number of |   |   | Average        | 
| |                                             |  | Options   |   |   | Exercise Price | 
| |                                             |  |           |   |   |                | 
| | Balance at February 29, 2008                |  | 32,065    |   | $ | 49.78          | 
| | Granted                                     |  | 22,826    |   | $ | 52.57          | 
| | Forfeited                                   |  | (17,391   | ) | $ | 55.20          | 
| | Balance at February 28, 2009 and August 31, |  |           |   |   |                | 
| | 2009                                        |  | 35,870    |   | $ | 48.93          | 

The weighted average fair value per stock
  option granted during the period ended August 31, 2009 was $Nil (August 31,
  2008 - $0.55) .

F-14

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

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

Number of
      
      Exercise
      
      
      Aggregate
      
      
      
      
      
      Number of
      
      
      AggregateOptions
      
      Price
      
      
      Intrinsic
      
      
      
      
      
      Options
      
      
      IntrinsicOutstanding
      
      
      
      
      Value
      
      
      Expiry Date
      
      
      Exercisable
      
      
      Value6,522
      $
      46.00
      
      $
      -
      
      
      January 15, 2013
      
      
      3,261
      
      $
      -6,522
      $
      39.10
      
      $
      -
      
      
      February 14, 2013
      
      
      3,261
      
      $
      -5,435
      $
      36.80
      
      $
      -
      
      
      March 14, 2012
      
      
      2,173
      
      $
      -17,391
      $
      57.50
      
      $
      -
      
      
      August 1, 2012
      
      
      17,391
      
      $
      -35,870
      
      
      
      $
      -
      
      
      
      
      
      26,086
      
      $
      -


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

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

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

At August 31, 2009, there was unamortized
  compensation expense of $92,612 relating to the outstanding unvested options.
  This unrecognized compensation cost is expected to be recognized over a weighted-average
  period of 3.13 years.

F-15

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

|5. | COMMON STOCK(continued)
      Stock-based compensation                                                                                                                                                                                                                                                                                                                                                     
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                            
|   | The fair value of stock options granted during the period
        ended August 31, 2009 was $Nil (2008 - $132,671). The fair value of stock
        options granted is being recognized over the options vesting periods
        as stock-based compensation which has been recorded in the statements
        of operations as follows with a corresponding credit to additional paid-in
        capital:

| |                       |   | Six        |  |   | Six        |  |   | Inception  | 
| | --------------------- | - | ---------- |  | - | ---------- |  | - | ---------- | 
| |                       |   | Months     |  |   | Months     |  |   | (March 23, | 
| |                       |   | Ended      |  |   | Ended      |  |   | 2005) to   | 
| |                       |   | August 31, |  |   | August 31, |  |   | August 31, | 
| |                       |   | 2009       |  |   | 2008       |  |   | 2009       | 
| | Expenses              |   |            |  |   |            |  |   |            | 
| | Consulting fees       | $ | 166        |  | $ | 472,960    |  | $ | 477,478    | 
| | Management
      fees |   | 57,351     |  |   | 189,075    |  |   | 773,343    | 
| |                       | $ | 57,517     |  | $ | 662,035    |  | $ | 1,250,821  | 

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

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

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                 
|   | During the three months and six months ended August
        31, 2009, the Company paid $60,000 and $120,000 in management fees to
        an officer respectively (2008 - $60,000 and $120,000).                
|   |                                                                                                                                                                                                                 
|   | As at August 31, 2009, the Company owed the same officer
        of the Company $40,000 (February 28, 2009 - $36,093).                                                                                          
|   |                                                                                                                                                                                                                 
|   | These transactions were in the normal course of operations
        and were measured at the exchange amount which represented the amount
        of consideration established and agreed by the related parties.

F-16

---

AMERICAN URANIUM CORPORATION(An Exploration Stage Company) 
  NOTES TO THE FINANCIAL STATEMENTS 
  August 31, 2009 (Expressed in US dollars) 
  (Unaudited)

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

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

|   | As of August 31, 2009, the Company had not achieved
        the milestones noted above.                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On April 15, 2009, the Company received notice purportedly
        on behalf of a shareholder regarding a potential claim by a shareholder
        regarding the private placement completed in January 2009. No claim has
        yet been made and the Company cannot quantify the claim in terms of potential
        damages. At this time, any potential outcome from this matter is indeterminable
        and will be accounted for in the period in which the outcome becomes likely.

F-17

---

1

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

Forward-Looking Statements

This report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Item 1A. Risk Factors beginning on page 13 and the risks set
out below, any of which may cause our or our industrys actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements. These risks include, by way of
example and not in limitation:

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

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

---

2

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

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

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

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

Corporate Overview and Description of our
Business

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

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

Financial Condition

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

We have suffered recurring losses from inception. Our ability
to meet our financial liabilities and commitments is primarily dependent upon
the continued financial support of our directors and shareholders, the continued
issuance of equity to new or existing shareholders, and our ability to achieve
and maintain profitable operations.

Working Capital

**August** **31, 2009**
    
    
    February 28, 2009Current Assets
    $
    524,977
    
    $
    1,142,009Current Liabilities
    
    95,328
    
    
    127,364


---

3

**August**  **31,
      2009**
    
    
    February 28, 2009Working Capital
    $
    429,649
    
    $
    1,014,645


In order to finance our operations, we have recently agreed to
sell our Reno Creek data package and our Wyoming DEQ Deep Injection Well Permit,
which are respectively valued at $975,000 and $25,000, their costs of
acquisition. We have also entered into a Consulting Agreement with Bayswater
Uranium Corporation, which began July 15, 2009 and will continue at least until
October 15, 2009. According to the Consulting Agreement, we will receive
consulting fees of $30,000 per month for the duration of the agreement.

In order to finance our operations, we also intend to sell
shares of our equity securities. The recent weakening of economic conditions in
the U.S. and around the world have made it difficult for us to raise money to
fund our planned operations. If we are unable to raise the funds we need for at
least the maintenance of our Nu Star interests or we are unable to fund the
acquisition of a new interest, we will likely go out of business. If we go out
of business, our investors will likely lose their entire investment in our
company.

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

As of August 31, 2009 our working capital decreased from the
February 28, 2009 year-end by 584,996 or 57% due to the continued expenditure of
funds without raising new capital. We have incurred recurring losses from
inception. Our ability to meet our financial obligations and commitments is
primarily dependent upon continued financial support of our shareholders,
directors and the continued issuance of equity to new and existing shareholders.

Cash Flows

Six
        Months EndedAugust 312009
      
      
      2008Cash flows used in operating activities
      $
      (707,992
      )
      $
      (1,300,998
      )Cash provided by (used in) financing activities
      
      -
      
      
      -Cash used in investing activities
      
      -
      
      
      (924,988
      )Decrease in cash and cash equivalents, duringthe period
      $
      (707,992
      )
      $
      (2,225,986
      )


Cash Used in Operating Activities

Our cash used in operating activities for the six months ended
August 31, 2009 compared to our cash used in operating activities for the six
months ended August 31, 2008 decreased by $593,006 or 46% largely due to the
decrease in our mineral expenditures as well as in the decrease in our general
and administrative matters.

---

4

Cash Provided by Financing Activities

There was no change in our cash provided by or used in
financing activities for the six months ended August 31, 2009 compared to our
cash provided by or used in financing activities for the three and six months
ended August 31, 2008.

Cash Used in Investing Activities

Our cash used in investing activities for the six months ended
August 31, 2009 compared to our cash used in operating activities for the six
months ended August 31, 2008 decreased by 100% largely as there was no
acquisition of mineral rights during the period.

Results of Operation

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

Revenues

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

Expenses

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

| |                               |   | Three
      Months Ended |  |   | Six
      Months Ended | 
| | ----------------------------- | - | ------------------------ |  | - | ---------------------- | 
| |                               |   | August 31                |  |   | August 31              | 
| |                               |   | 2009                     |  |   | 2008                   | 
| | Consulting fees               | $ | 14,156                   |  | $ | 456,350                | 
| | Depreciation                  |   | 404                      |  |   | 487                    | 
| | General and administrative    |   | 23,034                   |  |   | 123,044                | 
| | Investor relations            |   | -                        |  |   | 11,969                 | 
| | Legal and accounting          |   | 66,351                   |  |   | 40,433                 | 
| | Management fees               |   | 68,676                   |  |   | 160,713                | 
| | Mineral property expenditures |   | 203,205                  |  |   | 623,809                | 
| | Total Expenses                |   | 375,826                  |  |   | 1,416,805              | 

Consulting Fees

The decrease in consulting fees spent for the three and six
months ended August 31, 2009 compared to the three and six months ended August
31, 2008 was largely due to the reduction of stock based compensation expense
for the period and the consulting fees received from Bayswater Uranium
Corporation for the development of the Pinecreek/Reno properties. During

---

5

the quarter ended in prior year, the Company granted 800,000
stock options to a consultant and the Company recorded approximately $436,000 in
stock based compensation expense.

General and Administrative

The decrease in general and administrative fees for the three
and six months ended August 31, 2009 compared to the three and six months ended
August 31, 2008 was largely due to decrease in traveling and promotional
expenses, filing costs as well as investor relations expenditures.

Investor Relations

The decrease in investor relations fees spent for the three
months ended August 31, 2009 compared to the three months ended August 31, 2008
was largely due to the cessation of investor relations activities during the
quarter ending August 31, 2008.

The decrease in investor relations fees spent for the six
months ended August 31, 2009 compared to the six months ended August 31, 2008
was largely due to the cessation of investor relations activities during the
quarter ending August 31, 2008.

Legal and Accounting

The increase in legal and accounting fees spent for the three
months ended August 31, 2009 compared to the three months ended August 31, 2008
was largely due to additional work related to the Bayswater Uranium transactions
in this quarter.

For the six months ended August 31, 2009 compared to the six
months ended August 31, 2008, the expenditures in this area were slightly
decreased.

Management Fees

Management fees represent fees paid to services paid to
officers and directors, and the fair values of stock options granted to these
individuals. Decrease in management fees were primarily due to the offset
provided by the consulting fees we earned and the amortization of stock based
compensation expenses.

During the quarter ended August 31, 2009, we entered into a
consulting agreement whereby we will provide consulting services, through our
President and a consultant of the Company, to a non-related company, Bayswater
Uranium Corporation. The fee received was used to offset our expenditures paid
to our President.

Mineral Property Expenditures:

The decrease in mineral property expenses spent for the three
and six months ended August 31, 2009 compared to the three months ended August
31, 2008 was largely due to the slowdown of work at the Pinetree-Reno Creek
Joint Venture with Strathmore Minerals.

---

6

Anticipated Cash Requirements

We estimate that our total expenditures over the 12 months to
August 31, 2010 will be approximately $1,100,000:

Consulting fees
    $
    100,000General and administrative
    
    100,000Investor relations
    
    20,000Legal and audit
    
    140,000Management fees
    
    240,000Mineral property exploration costs
    
    500,000Total
    $
    1,100,000


At August 31, 2009, we had cash resources of $183,894, accounts
payable and accrued liabilities of $55,328 and $40,000 due to a related party
for reimbursement of expenses. We would have $128,566 available after paying off
the liabilities. We believe that we will require additional funds to implement
our growth strategy in exploration operations over the next 12 months ending
August 31, 2010. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. If we need and are unable to obtain additional
financing, we could be forced to scale down or cease operations and investors
could lose their entire investment in our common stock. We may continue to be
unprofitable.

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

We have entered into a consulting contract with Bayswater
Uranium Corporation whereby we will provide, through the expertise of our
President and a consultant of our Company, to Bayswater for development of
Pinetree/Reno Creek properties. The agreement can be terminated at any time. In
return, we will receive a monthly fee of $30,000 for the services provided by
our President and consultant. The fees received has been offset some of our
compensation costs incurred on these two individuals.

Since our inception and we will continue to incur operating
expenses without significant revenues until we are in commercial deployment. Our
net loss from March 23, 2005 (Inception) to August 31, 2009 was $14,992,171. We
had cash and cash equivalents in the amount of $183,894 as of August 31, 2009,
which is not expected to meet our planned cash requirements for the ensuing
year. Other than consulting work, we have no income from operations.

We have reduced our budget and estimate our average monthly
operating expenses (including modest expenditures on the Nu Star exploration
project) to be approximately $91,000 each month. We cannot provide assurances
that we will be able to successfully explore the current property and project
and develop our business. These circumstances raise substantial doubt about our
ability to continue as a going concern. If we are unable to continue as a going
concern,

---

7

investors will likely lose all of their investments in our
company. Therefore, there is substantial doubt about our ability to continue
operations in the future as a going concern as described in the auditors report
by our auditors with respect to the consolidated financial statements for the
year ended February 28, 2009. Our audited financial statements for the year
ended February 28, 2009 dont include adjustments for this uncertainty. If we
are unable to continue as a going concern, investors will likely lose all of
their investments in our company.

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

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

Recent accounting pronouncements

In September 2006, FASB issued SFAS No. 157, Fair Value
Measurements. Among other requirements, SFAS 157 defines fair value and
establishes a framework for measuring fair value and also expands disclosure
about the use of fair value to measure assets and liabilities. SFAS 157 is
effective for fiscal years beginning after November 15, 2007. The adoption of
SFAS 157 did not have an impact on the Companys balance sheets or statements of
operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities, including an amendment
of FASB Statement No. 115. This pronouncement permits entities to choose to
measure eligible financial instruments at fair value as of specified dates. Such
election, which may be applied on an instrument by instrument basis, is
typically irrevocable once elected. SFAS 159 is effective for fiscal years
beginning November 15, 2007, and early application is allowed under certain
circumstances. The adoption of SFAS 159 did not have an impact on the Companys
balance sheets or statements of operations.

---

8

In December 2007, the FASB issued SFAS No. 141R, Business
Combinations which changes how business acquisitions are accounted. SFAS 141R
requires the acquiring entity in a business combination to recognize all (and
only) the assets acquired and liabilities assumed in the transaction and
establishes the acquisition-date fair value as the measurement objective for all
assets acquired and liabilities assumed in a business combination. Certain
provisions of this standard will, among other things, impact the determination
of acquisition-date fair value of consideration paid in a business combination
(including contingent considerations); exclude transaction costs from
acquisition accounting; and change accounting practices for acquired
contingencies, acquisition- related restructuring costs, in-process research and
development, indemnification assets and tax benefits. SFAS No. 141R is effective
for business combinations and adjustments to an acquired entitys deferred tax
asset and liability balances occurring for fiscal years beginning after December
15, 2008. The adoption of this statement did not have a material effect on the
Companys financial statements.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statement, an amendment of ARB No. 51,
which establishes new standards governing the accounting for and reporting of
noncontrolling interests (NCI) in partially owned consolidated subsidiaries and
the loss of control of subsidiaries. Certain provisions of this standard
indicate, among other things, that NCIs (previously referred to as minority
interests) be treated as a separate component of equity, not as a liability;
that increases and decreases in the parents ownership interest that leave
control intact be treated as equity transactions, rather than as step
acquisitions or dilution gains or losses; and that losses of a partially owned
consolidated subsidiary be allocated to the NCI even when such allocation might
result in a deficit balance. SFAS No. 160 is effective for fiscal years
beginning on or after December 15, 2008 and interim periods within those fiscal
years. The provisions of the standard are to be applied to all NCIs
prospectively, except for the presentation and disclosure requirements, which
are to be applied retrospectively to all periods presented. The adoption of this
statement did not have a material effect on the Companys financial
statements.

In March 2008, the FASB issued SFAS 161 Disclosures about
Derivative Instruments and Hedging Activities  an amendment of SFAS 133. This
Statement requires enhanced disclosures about an entitys derivative and hedging
activities and thereby improves the transparency of financial reporting. This
Statement is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. This Statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption. The adoption of this
statement did not have a material impact on the Companys financial
statements.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles. The current GAAP hierarchy, as set
forth in the American Institute of Certified Public Accountants (AICPA)
Statement on Auditing Standards No. 69, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles, has been criticized
because (1) it is directed to the auditor rather than the entity, (2) it is
complex, and (3) it ranks FASB Statements of Financial Accounting Concepts. The
FASB believes that the GAAP hierarchy should be directed to entities because it
is the entity (not its auditor) that is responsible for selecting accounting
principles for financial statements that are presented in conformity with

---

9

GAAP. Accordingly, the FASB concluded that the GAAP hierarchy
should reside in the accounting literature established by the FASB and is
issuing this Statement to achieve that result. This Statement is effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles. The adoption of FASB 162 is not
expected to have a material impact on the Company's financial statements.

In May 2009, the FASB issued SFAS No. 165 Subsequent Events
(SFAS 165). SFAS 165 establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. SFAS 165 sets
forth (1) The period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, (2) The
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements and (3) The
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. SFAS 165 is effective for interim or
annual financial periods ending after June 15, 2009 and is applied
prospectively. The Company has evaluated subsequent events through October 13,
2009 which represents the date on which the financial statements were issued.

In June 2009, the FASB issued SFAS No.168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards Codification (Codification), which officially launched July 1,
2009, to become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new
standards will be in the form of Accounting Standards Updates that will be
included in the Codification. Generally, the Codification is not expected to
change U.S. GAAP. All other accounting literature excluded from the Codification
will be considered non-authoritative. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The Company is currently evaluating the effect on its financial statement
disclosures as all future references to authoritative accounting literature will
be references in accordance with the Codification.

FSP 142-3

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

---

10

APB 14-1

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

Application of Critical Accounting Policies

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

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

Mineral Property and Exploration Costs

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

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

---

11

Capitalized amounts (including capitalized development costs)
are also written down if future cash flows, including potential sales proceeds,
related to the mineral property are estimated to be less than the propertys
total carrying value. Management of our company reviews the carrying value of
each mineral property periodically, and whenever events or changes in
circumstances indicate that the carrying value may not be recoverable.
Reductions in the carrying value of a property would be recorded to the extent
that the total carrying value of the mineral property exceeds its estimated fair
value. Due to the uncertainty of the recoverability of the carrying values of
the Pinetree-Reno Creek and Arizona properties, management has recorded a write
down of $8,384,554 in the mineral property interests for the year ended February
28, 2009 and no write down was recorded during the quarter ended August 31,
2009. As of August 31, 2009, the carrying values of these properties were $2
(February 28, 2009 - $2).

Asset Retirement Obligations

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

Stock-based Compensation

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

---

12

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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

More specifically, management has identified the following
material weaknesses:

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

---

13

Changes in Internal Control over Financial
Reporting

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

Certifications

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

PART IIOTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

Risks Related to our Business

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

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

---

14

exploration do not reveal viable commercial mineralization, we
may decide to abandon our interests in the Arizona Properties. If this happens,
our business will likely fail.

Because of the speculative nature of the exploration of
mineral properties, there is no assurance that our exploration activities will
result in the discovery of additionalquantities
of uranium on the Arizona Properties or any other additional properties we may
acquire.

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

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

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

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

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

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

---

15

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

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

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

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

Uranium prices have been highly volatile, and are affected by
numerous international economic and political factors over which we have no
control. The spot price of uranium on October 13, 2009 was $46.00 per pound, the
same as it was on October 13, 2008. Uranium is primarily used for power
generation in nuclear power plants, and the number of customers is somewhat
limited in comparison to other global commodities. The price of uranium is
affected by numerous factors beyond our control, including the demand for
nuclear power, increased supplies from both existing and new uranium mines,
sales of uranium from existing government stockpiles, and political and economic
conditions.

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

---

16

Risks Associated with our Company

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

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

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

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

Because the Arizona Property may not contain commercially
exploitable uranium and we have never made a profit from our operations, our
securities are highly speculative and investors may lose all of their investment
in our company.

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

As we face intense competition in the uranium exploration
and exploitation industry, we will have to compete with our competitors for
financing and for qualified managerial and technical employees. If we are unable
to successfully compete for properties, financing or for qualified

---

17

employees, or if our competitors are able to locate and
produce minerals at lower costs, our operations will suffer.

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

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

Other than $30,000 received for consulting work done during the
quarter ended August 31, 2009, we have not generated any revenues since our
inception and we will continue to incur operating expenses without revenues
until we are in commercial deployment. Our net loss from March 23, 2005
(Inception) to August 31, 2009 was $14,992,171. We had cash and cash equivalents
in the amount of $183,894 as of August 31, 2009, which is not expected to meet
our planned cash requirements for the ensuing year. We have no income from
operations. We have reduced our budget and estimate our total average monthly
operating expenses to be approximately $91,000 each month. We cannot provide
assurances that we will be able to successfully explore the current property and
project and develop our business. These circumstances raise substantial doubt
about our ability to continue as a going concern. If we are unable to continue
as a going concern, investors will likely lose all of their investments in our
company. Therefore, there is substantial doubt about our ability to continue
operations in the future as a going concern as described in the auditors report
by our auditors with respect to the consolidated financial statements for the
year ended February 28, 2009. Our audited financial statements for the year
ended February 28, 2009 dont include adjustments for this uncertainty. If we
are unable to continue as a going concern, investors will likely lose all of
their investments in our company.

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

There is no assurance that we will operate profitably or will
generate positive cash flow in the future. We will require additional financing
in order to proceed beyond the first few months of our exploration program. We
will also require additional financing for the fees we must pay to maintain our
status in relation to the rights to our properties and to pay the fees and
expenses necessary to become and operate as a public company.

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

---

18

upon our ability to obtain financing. If we do not obtain such
financing, our business could fail and investors could lose their entire
investment.

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

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

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

Our company has a limited operating history and is in the
exploration stage. The success of our company is significantly dependent on the
uncertain events of the discovery and exploitation of uranium on the Arizona
Properties or the acquisition of a new property where we will discover and
exploit uranium. If our business plan is not successful and we are not able to
operate profitably, then our stock may become worthless and investors may lose
all of their investment in our company.

Risks Associated with our Common Stock

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

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

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

We have never paid any cash dividends and currently do not
intend to ever pay any cash dividends. To the extent that we require additional
funding currently not provided for in our financing plan, our funding sources
may prohibit the payment of a dividend. Because we do not intend to declare
dividends, any gain on an investment in our company will need to come through an
increase in the stocks price. This may never happen and investors may lose all
of their investment in our company.

---

19

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

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

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

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

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, FINRA rules require that in recommending an
investment to a customer, a broker-dealer must

---

20

have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information.

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

On August 21, 2009 we entered into the following agreements:

| | 1. | a letter agreement with Strathmore Resources (US) Ltd.
      and NCA Nuclear Inc.;
| | -- | ----------------------------------------------------------------------------------
| | 2. | a letter agreement with Bayswater Uranium Corporation;
      and,                 
| | 3. | a consulting agreement with Bayswater Uranium
      Corporation.                  

Letter Agreement with Strathmore Resources (US) Ltd. and NCA
Nuclear Inc.

We entered into the Strathmore/NCA Nuclear letter agreement,
dated effective August 20, 2009, with Strathmore Resources (US) Ltd., a
wholly-owned subsidiary of Strathmore Minerals Corp. (TSX-V: STM) and NCA
Nuclear Inc., a wholly-owned subsidiary of Bayswater Uranium Corporation (TSX-V:
BAY).

The agreement between the parties is subject to (i) the raising
of the necessary funds to pay the consideration owed by NCA Nuclear, (ii) the
completion of the closing of the transaction, (iii) the negotiation and
completion of an LLC Purchase Agreement between the parties and (iv) the
satisfactory completion of a due diligence review by NCA Nuclear. There is no
assurance that the parties will close the proposed transaction as planned or at
all.

---

21

Pursuant to the Strathmore/NCA Nuclear letter agreement, with
our consent and cooperation, Strathmore will:

| | 1. | sell to NCA Nuclear, all of the outstanding membership
      interest in its Delaware subsidiary, AUC LLC, through a LLC Purchase
      Agreement, for consideration of $30,000,000 to be paid by NCA Nuclear to
      Strathmore.                      
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                         
| | 2. | sell to NCA Nuclear all claims, leases, option
      agreements, licenses, permits, permit applications, equipment and other
      all other documents and assets held by Strathmore that relate to the
      property known as the Reno Creek Property;
| |    |                                                                                                                                                                                                                                                         
| | 3. | assign to NCA Nuclear all of its rights and obligations
      pursuant to the following agreements:                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                         

Pursuant to the Strathmore/NCA Nuclear letter agreement, with
our consent and cooperation, NCA Nuclear will terminate the August 20, 2007
Option and Joint Venture Agreement, the January 3, 2008 Limited Liability
Company Operating Agreement and all agreements relating to AUC LLC assigned to
NCA Nuclear by Strathmore.

$250,000 of the consideration was paid by NCA Nuclear to
Strathmore as a non-refundable deposit. The balance of $29,750,000 is payable at
closing or as otherwise agreed to in the LLC Purchase Agreement.

NCA Nuclear will be permitted to conduct a due diligence review
from between August 21, 2009 and the closing of the transaction. NCA Nuclear may
in its sole discretion decide not to proceed with the transaction.

In the Strathmore/NCA Nuclear letter agreement, we have agreed
to cooperate pursuant to the terms of the letter agreement in consideration of
Strathmores agreement to suspend all of our obligations under the AUC LLC
agreements pending the closing of the transaction, including any advances of
capital or the transfer of data or permits that we would otherwise be obligated
to provide.

Letter Agreement with Bayswater Uranium Corporation

Pursuant to the letter agreement that we executed with
Bayswater Uranium Corporation, the parent company of NCA Nuclear, dated
effective August 20, 2009, we agreed to do the following:

---

22

| | 1. | consent to the assignment and termination of the
      agreements being assigned to NCA Nuclear as described above;
and,
| | -- | ------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                         
| | 2. | sell to Bayswater Uranium Corporation all of our assets
      relating to the Reno Creek Property.                      

In consideration for the transaction described in the letter
agreement, Bayswater has agreed to pay us $2,000,000, $1,000,000 of which may be
paid in cash or the issuance shares of Bayswaters common stock.

In the event that Bayswater pays to us all or part of the
relevant $1,000,000 portion of the consideration in shares of its common stock,
Bayswater will hold the right of first refusal in the event that we wish to
dispose of those Bayswater shares. If this issue arises, we must notify
Bayswater in writing. Then, Bayswater will have five days to respond and arrange
for the repurchase of the shares on terms that are satisfactory to us, as set
out in our written notice. If Bayswater does not meet the terms that satisfy us,
we are permitted to dispose of the shares at our discretion.

Any agreement between the parties is subject to completion of a
closing of the transaction and the satisfactory completion of a due diligence
review by Bayswater. There is no assurance that the parties will close the
proposed transaction as planned or at all.

Consulting Agreement with Bayswater Uranium
Corporation

On August 21, 2009, and effective as of July 15, 2009, we
entered into a consulting agreement with Bayswater Uranium Corporation, a
British Columbia company, to assist with the sale and assignment of certain
assets held by Strathmore Resources (US). Pursuant to this agreement, we will
provide Bayswater with consulting services with respect to the evaluation,
exploration and development of the Reno Creek Property and related assets.

Consideration for the consulting services will be $30,000 per
month plus reimbursement of reasonable business expenses. The term of this
consulting agreement will be until the completion or the termination of the
acquisition of AUC LLC, unless earlier terminated by mutual agreement in writing
by the parties. This consulting agreement may be renewed at the option of the
parties on terms to be mutually negotiated and agreed to by the parties.

Departure of Directors or Certain Officers

On August 21, 2009, Joseph DiStefano resigned from our board of
directors.

There were no disagreements between Mr. DiStefano and our
company. Our board of directors now includes Robert A. Rich, Donald K. Cooper
and Robert G. Connochie.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

---

23

Exhibit Number
    Description3.1
    Articles of Incorporation (attached as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006)3.2
    By-laws (attached as an exhibit to the registration
      statement on Form SB-2 filed on June 21, 2006)3.3
    Certificate of Change filed with the Nevada Secretary of
      State on March 27, 2007 to be effective on April 10, 2007 (attached as an
      exhibit to the current report on Form 8- K filed on April 12, 2007)3.4
    Certificate of Change filed with the Nevada Secretary of
      State on March 27, 2007 to be effective on October 7, 2008 (attached as an
      exhibit to the current report on Form 8-K filed on October 21, 2008)3.5
    Amended By-laws (attached as an exhibit to our current
      report on Form 8-K filed on April 15, 2009)4.1
    Specimen Stock Certificate (attached as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006)9.1
    Voting Trust Agreement dated January 6, 2009 with
      Odysseus III LLC (attached as an exhibit to our current report on Form
      8-K/A filed on January 12, 2009)10.1
    Mining Claim (attached as an exhibit to the registration
      statement on Form SB-2 filed on June 21, 2006)10.2
    Affiliate Stock Purchase Agreement dated April 19, 2007
      between Mir Huculack and Robert A. Rich (attached as an exhibit to the
      current report on Form 8-K filed on April 23, 2007)10.3
    Letter of Intent dated May 12, 2007 with Strathmore
      Resources (US) Ltd. (attached as an exhibit to the current report on Form
      8-K filed on May 18, 2007)10.4
    Option and Joint Venture Agreement dated August 20, 2007
      with Strathmore Resources (US) Ltd. (attached as an exhibit to the current
      report on Form 8-K filed on September 5, 2007)10.5
    Virtual Office agreement with Your Office USA dated
      August 29, 2007 (attached as an exhibit to our current report on Form 10-K
      filed on June 15, 2009)10.6
    Form of Subscription Agreement for Offshore subscribers
      (attached as an exhibit to the current report on Form 8-K filed on
      September 5, 2007)10.7
    Form of Subscription Agreement for U.S. subscribers
      (attached as an exhibit to the current report on Form 8-K filed on
      September 5, 2007)10.8
    Form of Warrant certificate for Offshore subscribers
      (attached as an exhibit to the current report on Form 8-K filed on
      September 5, 2007)10.9
    Form of Warrant certificate for Canadian subscribers
      (attached as an exhibit to the current report on Form 8-K filed on
      September 5, 2007)10.10
    Form of Warrant for U.S. subscribers (attached as an
      exhibit to the current report filed on Form 8-K on September 5, 2007)10.11
    2007 Stock Option Plan (attached as an exhibit to the
      current report on Form 8-K filed on September 24, 2007.10.12
    Stock Option Agreement with Robert Rich dated effective
      January 15, 2008, attached as an exhibit to the current report on Form 8-K
      on January 23 2008.


---

24

Exhibit Number
      Description10.13
      Stock Option Agreement with Donald Cooper dated
        effective February 14, 2008, attached as an exhibit to the current report
        on Form 8-K on February 20, 2008.10.14
      Limited Liability Company
          Operating Agreement of AUC, LLC dated effective January 3, 2008, (attached
          as an exhibit to the current report on Form 8-K on March 18, 2008)10.15
      Stock Option Agreement between
          the Company and Raymond Foucault dated March 14, 2008 (attached as an
          exhibit to the current report on Form 8-K on April 7, 2008)10.16
      Lease and Option Agreement
          dated September 18, 2008 with Nu Star Exploration LLC (attached as an
          exhibit to the current report on Form 8-K filed on September 22, 2008)10.17
      Stock Option Agreement dated
          effective August 1, 2007 between the Company and Michael Baybak (attached
          as an exhibit to our current report on Form 8-K filed on August 8, 2008)10.18
      Form of private placement
          subscription agreement (attached as an exhibit to our current reports
          on Form 8-K filed on December 30, 2008 and Form 8-K/A filed on January
          12, 2009)10.19
      Rich Associates, Inc. Employment
          agreement dated January 1, 2009 (attached as an exhibit to our annual
          report on Form 10-K/A filed on April 1, 2009)10.20
      Letter Agreement among NCA
          Nuclear Inc., Strathmore Resources (US) Ltd. and American Uranium Corporation,
          dated effective August 20, 200910.21
      Letter Agreement with Bayswater
          Uranium Corporation dated effective August 20, 200910.22
      August 20, 2009 Consulting
          Agreement with Bayswater Uranium Corporation, dated effective July 15,
          200914.1
      Code of Business Conduct,
          Ethics and Compliance (attached as an exhibit to our current report
          on Form 8-K filed on May 27, 2009)16.1
      Letter from Telford Sadovnick
          PLLC dated January 14, 2008 (attached as an exhibit to our current report
          on Form 8-K filed on January 14, 2008)16.2
      Letter from Davidson &
          Company LLP dated October 17, 2008 (attached as an exhibit to our current
          report on Form 8-K/A filed on October 23, 2008)31.1*
      Certification pursuant to Section
          302 of the Sarbanes-Oxley Act Of 200232.1*
      Certification
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes- Oxley Act Of 2002


* Filed herewith.

---

25

SIGNATURES

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

AMERICAN URANIUM CORPORATION



|Per:  | /s/ Robert A. Rich                                                 
|----- | -------------------------------------------------------------------
|      | Robert A. Rich                                                     
|      | President, CEO, CFO, Secretary,
      Treasurer and Director       
|      | (Principal Executive Officer,
      Principal Financial Officer and
|      | Principal Accounting Officer)                                      
|      |                                                                    
|      |                                                                    
|Date: | October 14, 2009                                                   

---