---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended November 30, 2008

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

For the transition period from __________to __________

Commission File Number: 000-52824

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS
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:
2,007,795shares of common stock issued and outstanding as of January 19,
2009.

---

ii

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 | 3 
|ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                  | 9 
|ITEM
      4T. CONTROLS AND PROCEDURES                                                                    | 9 
|PART
      II  OTHER INFORMATION                                                                         | 10
|ITEM
      1. LEGAL PROCEEDINGS                                                                           | 10
|ITEM
      1A. RISK FACTORS                                                                               | 10
|ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                 | 15
|ITEM
      3. DEFAULTS UPON SENIOR SECURITIES                                                             | 15
|ITEM
      4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                       | 16
|ITEM
      5. OTHER INFORMATION                                                                           | 16
|ITEM
      6. EXHIBITS                                                                                    | 17
|SIGNATURES                                                                                                | 20

---

1

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

---

2

AMERICAN URANIUM CORPORATION
  (An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited)

November 30, 2008

---

|AMERICAN URANIUM CORPORATION  
|------------------------------
|(An exploration Stage Company)
|CONSOLIDATED BALANCE SHEETS   
|(Expressed in US dollars)     
|(Unaudited)                   

|                                                         |   | November 30, |   |   | February 29, 2008 |  
|-------------------------------------------------------- | - | ------------ | - | - | ----------------- | -
|                                                         |   | 2008         |   |   |                   |  
|                                                         |   |              |   |   |                   |  
|ASSETS                                                   |   |              |   |   |                   |  
|                                                         |   |              |   |   |                   |  
|Current                                                  |   |              |   |   |                   |  
|Cash and cash equivalents                                | $ | 1,350,939    |   | $ | 4,104,596         |  
|Receivables                                              |   | 715          |   |   | -                 |  
|Prepaid expenses                                         |   | -            |   |   | 275,000           |  
|                                                         |   | 1,351,654    |   |   | 4,379,596         |  
|                                                         |   |              |   |   |                   |  
|Equipment (Note 3)                                       |   | 7,499        |   |   | 8,960             |  
|Exploration Advances (Note 4)                            |   | 115,269      |   |   | -                 |  
|Mineral Property interests (Note 4)                      |   | 8,384,556    |   |   | 8,160,000         |  
|                                                         |   |              |   |   |                   |  
|Total assets                                             | $ | 9,858,978    |   | $ | 12,548,556        |  
|                                                         |   |              |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                     |   |              |   |   |                   |  
|                                                         |   |              |   |   |                   |  
|Current                                                  |   |              |   |   |                   |  
|Accounts payable and accrued liabilities
      (Note 5)  | $ | 66,749       |   | $ | 897,278           |  
|Due to related party
      (Note 6)                      |   | 86,778       |   |   | -                 |  
|Due to Strathmore Resources (US)
      Ltd. (Note 4)     |   | -            |   |   | 158,582           |  
|                                                         |   | 153,527      |   |   | 1,055,860         |  
|                                                         |   |              |   |   |                   |  
|Stockholders Equity                                     |   |              |   |   |                   |  
|                                                         |   |              |   |   |                   |  
|Common stock, 108,695,652
      shares authorized with a |   |              |   |   |                   |  
|par value of $0.00001 (issued: November
      30, 2008 - |   |              |   |   |                   |  
|1,007,795; February
      29, 2008 - 1,004,514)          |   | 10           |   |   | 10                |  
|Additional paid-in capital                               |   | 15,198,557   |   |   | 14,426,894        |  
|Donated capital                                          |   | 21,750       |   |   | 21,750            |  
|Deficit accumulated during the exploration
      stage   |   | (5,514,866   | ) |   | (2,955,958        | )
|Total stockholders
      equity                         |   | 9,705,451    |   |   | 11,492,696        |  
|                                                         |   |              |   |   |                   |  
|Total liabilities and stockholders equity               | $ | 9,858,978    |   | $ | 12,548,556        |  

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-1

---

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

|                                             |   | Three Months Ended |   |   | Nine Months Ended |   |   | **Inception 
    (March 23, 2005) to** |  
|-------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | -------------------------------------- | -
|                                             |   | November 30        |   |   | November 30       |   |   | November 30, 2008                      |  
|                                             |   | 2008               |   |   | 2007              |   |   | 2008                                   |  
|Expenses                                     |   |                    |   |   |                   |   |   |                                        |  
|Consulting
      fees (recovery) (Note 5)    | $ | (10,192            | ) | $ | 32,958            |   | $ | 489,786                                |  
|Depreciation                                 |   | 457                |   |   | 1,222             |   |   | 1,461                                  |  
|Financing costs                              |   | -                  |   |   | -                 |   |   | -                                      |  
|General
      and administrative             |   | 95,968             |   |   | 35,071            |   |   | 264,914                                |  
|Investor relations                           |   | 27,216             |   |   | 57,017            |   |   | 149,131                                |  
|Legal
      and accounting                   |   | 55,882             |   |   | 28,979            |   |   | 196,456                                |  
|Management
      fees (Notes 5 and 6)        |   | 163,702            |   |   | 361,705           |   |   | 485,652                                |  
|Mineral
      property expenditures (Note 4) |   | 65,123             |   |   | 1,035,459         |   |   | 1,000,705                              |  
|                                             |   | (398,156           | ) |   | (1,552,411        | ) |   | (2,588,105                             | )
|                                             |   |                    |   |   |                   |   |   |                                        |  
|Loss before other item                       |   |                    |   |   |                   |   |   |                                        |  
|Interest
      income                        |   | 4,208              |   |   | 56,771            |   |   | 29,197                                 |  
|                                             |   |                    |   |   |                   |   |   |                                        |  
|                                             |   |                    |   |   |                   |   |   |                                        |  
|Net Loss                                     | $ | (393,948           | ) | $ | (1,495,640        | ) | $ | (2,558,908                             | )
|                                             |   |                    |   |   |                   |   |   |                                        |  
|                                             |   |                    |   |   |                   |   |   |                                        |  
|Basic and diluted loss per share             | $ | (0.39              | ) | $ | (1.52             | ) | $ | (2.55                                  | )
|                                             |   |                    |   |   |                   |   |   |                                        |  
|Weighted average number of shares            |   |                    |   |   |                   |   |   |                                        |  
|outstanding                                  |   | 1,007,175          |   |   | 984,951           |   |   | 1,005,388                              |  

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

F-2

---

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

|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   | Inception  |  
|------------------------------------------------ | - | ------------------ | - | - | ----------------- | - | - | ------------ | - | - | ---------- | - | - | ---------- | -
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   | (March 23, |  
|                                                 |   | Three Months Ended |   |   | Nine Months Ended |   |   | 2005) to     |  
|                                                 |   | November 30        |   |   | November 30       |   |   | November 30, |  
|                                                 |   | 2008               |   |   | 2007              |   |   | 2008         |   |   | 2007       |   |   | 2008       |  
|CASH FLOWS FROM OPERATING                        |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|ACTIVTIES                                        |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Net loss                                         | $ | (393,948           | ) | $ | (1,495,640        | ) | $ | (2,558,908   | ) | $ | (1,606,095 | ) | $ | (5,514,866 | )
|Items not affecting cash:                        |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Depreciation                                     |   | 457                |   |   | 1,222             |   |   | 1,461        |   |   | 1,762      |   |   | 3,493      |  
|Donated rent
      and services                  |   | -                  |   |   | -                 |   |   | -            |   |   | 4,500      |   |   | 21,750     |  
|Stock-based
      compensation                   |   | 29,628             |   |   | 279,127           |   |   | 691,663      |   |   | 298,853    |   |   | 1,142,661  |  
|Changes in assets and liabilities                |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Receivables                                      |   | 22,170             |   |   | -                 |   |   | (715         | ) |   | -          |   |   | (715       | )
|Exploration
      advances and due to Strathmore |   | 651,137            |   |   | 85,459            |   |   | (273,851     | ) |   | 85,459     |   |   | (115,269   | )
|Prepaid
      expenses                           |   | -                  |   |   | 9,000             |   |   | 275,000      |   |   | (24,000    | ) |   | -          |  
|Accounts payable
      and accrued liabilities   |   | (746,897           | ) |   | 82,574            |   |   | (830,529     | ) |   | 112,752    |   |   | 66,749     |  
|Due
      to related party                       |   | 54,338             |   |   | 108               |   |   | 86,778       |   |   | (15,183    | ) |   | 86,778     |  
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Net cash used in operating activities            |   | (383,115           | ) |   | (1,038,150        | ) |   | (2,609,101   | ) |   | (1,141,952 | ) |   | (4,309,419 | )
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|CASH FLOWS FROM FINANCING                        |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|ACTIVTIES                                        |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Proceeds from issuance of common
      stock     |   | -                  |   |   | 1,140,000         |   |   | -            |   |   | 6,327,404  |   |   | 6,399,350  |  
|Share issuance costs                             |   | -                  |   |   | (275,710          | ) |   | -            |   |   | (275,710   | ) |   | (283,444   | )
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Net cash provided by financing activities        |   | -                  |   |   | 864,290           |   |   | -            |   |   | 6,051,694  |   |   | 6,115,906  |  
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|CASH FLOWS FROM INVESTING                        |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|ACTIVITIES                                       |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Acquisition of mineral rights                    |   | (144,556           | ) |   | (300,000          | ) |   | (144,556     | ) |   | (300,000   | ) |   | (444,556   | )
|Purchase of equipment                            |   | -                  |   |   | -                 |   |   | -            |   |   | (10,992    | ) |   | (10,992    | )
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Net cash used in investing activities            |   | (144,556           | ) |   | (300,000          | ) |   | (144,556     | ) |   | (310,992   | ) |   | (455,548   | )
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Increase (decrease) in cash and cash             |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|equivalents, during the period                   |   | (527,671           | ) |   | (473,860          | ) |   | (2,753,657   | ) |   | 4,598,750  |   |   | 1,350,939  |  
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Cash and cash equivalents, beginning of period   |   | 1,878,610          |   |   | 5,099,738         |   |   | 4,104,596    |   |   | 27,128     |   |   | -          |  
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Cash and cash equivalents, end of period         | $ | 1,350,939          |   | $ | 4,625,878         |   | $ | 1,350,939    |   | $ | 4,625,878  |   | $ | 1,350,939  |  
|                                                 |   |                    |   |   |                   |   |   |              |   |   |            |   |   |            |  
|Cash paid for interest during the period         | $ | Nil                |   | $ | Nil               |   | $ | Nil          |   | $ | Nil        |   |   |            |  
|Cash paid for income taxes during the period     | $ | Nil                |   | $ | Nil               |   | $ | Nil          |   | $ | Nil        |   |   |            |  

Supplemental Disclosure with respect to Cash flows (Note 7)

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

F-3

---

|AMERICAN URANIUM CORPORATION                                                     
|---------------------------------------------------------------------------------
|(An exploration Stage Company)                                                   
|CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY                        
|For the Period from March 23, 2005 (Date of Inception) to November
      30, 2008
|(Unaudited)                                                                      
|(Expressed in US dollars)                                                        

|                                    |            |   |   |       |   |   |               |   |   |         |  |   | Deficit     |   |   |               |  
|----------------------------------- | ---------- | - | - | ----- | - | - | ------------- | - | - | ------- |  | - | ----------- | - | - | ------------- | -
|                                    |            |   |   |       |   |   | Additional    |   |   |         |  |   | Accumulated |   |   |               |  
|                                    | Number of  |   |   |       |   |   | Paid-in       |   |   |         |  |   | During the  |   |   | Total         |  
|                                    | common     |   |   | Par   |   |   | (distribution |   |   | Donated |  |   | Exploration |   |   | Stockholders |  
|                                    | shares     |   |   | Value |   |   | of) Capital   |   |   | Capital |  |   | stage       |   |   | Equity        |  
|Balance, March 23, 2005             |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|(date of inception)                 | -          |   | $ | -     |   | $ | -             |   | $ | -       |  | $ | -           |   | $ | -             |  
|Shares issued:                      |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Initial capitalization              | 5,434,783  |   |   | 54    |   |   | (4            | ) |   | -       |  |   | -           |   |   | 50            |  
|Donated services                    | -          |   |   | -     |   |   | -             |   |   | 8,250   |  |   | -           |   |   | 8,250         |  
|Net loss for the period             | -          |   |   | -     |   |   | -             |   |   | -       |  |   | (23,321     | ) |   | (23,321       | )
|                                    |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Balance, February 29, 2006          | 5,434,783  |   |   | 54    |   |   | (4            | ) |   | 8,250   |  |   | (23,321     | ) |   | (15,021       | )
|Shares issued:                      |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Private placements                  | 575,815    |   |   | 6     |   |   | 52,924        |   |   | -       |  |   | -           |   |   | 52,930        |  
|Donated services                    | -          |   |   | -     |   |   | -             |   |   | 9,000   |  |   | -           |   |   | 9,000         |  
|Net loss for the year               | -          |   |   | -     |   |   | -             |   |   | -       |  |   | (36,464     | ) |   | (36,464       | )
|                                    |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Balance, February 28, 2007          | 6,010,598  |   |   | 60    |   |   | 52,920        |   |   | 17,250  |  |   | (59,785     | ) |   | 10,445        |  
|Shares issued:                      |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Private placements                  | 183,953    |   |   | 2     |   |   | 6,346,368     |   |   | -       |  |   | -           |   |   | 6,346,370     |  
|Acquisition of mineral
      rights | 130,435    |   |   | 1     |   |   | 7,859,999     |   |   | -       |  |   | -           |   |   | 7,860,000     |  
|Shares returned to treasury         | (5,326,087 | ) |   | (53   | ) |   | 53            |   |   | -       |  |   | -           |   |   | -             |  
|Share issue costs                   | -          |   |   | -     |   |   | (283,444      | ) |   | -       |  |   | -           |   |   | (283,444      | )
|Finders fees                       | 5,615      |   |   | -     |   |   | -             |   |   | -       |  |   | -           |   |   | -             |  
|Donated services                    | -          |   |   | -     |   |   | -             |   |   | 4,500   |  |   | -           |   |   | 4,500         |  
|Stock-based compensation            | -          |   |   | -     |   |   | 450,998       |   |   | -       |  |   | -           |   |   | 450,998       |  
|Net loss for the year               | -          |   |   | -     |   |   | -             |   |   | -       |  |   | (2,896,173  | ) |   | (2,896,173    | )
|                                    |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Balance, February 29, 2008          | 1,004,514  |   |   | 10    |   |   | 14,426,894    |   |   | 21,750  |  |   | (2,955,958  | ) |   | 11,492,696    |  
|Shares issued:                      |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Acquisition
      of mineral rights | 3,281      |   |   | -     |   |   | 80,000        |   |   | -       |  |   | -           |   |   | 80,000        |  
|Stock-based compensation            | -          |   |   | -     |   |   | 691,663       |   |   | -       |  |   | -           |   |   | 691,663       |  
|Net loss for the period             | -          |   |   | -     |   |   | -             |   |   | -       |  |   | (2,558,908  | ) |   | (2,558,908    | )
|                                    |            |   |   |       |   |   |               |   |   |         |  |   |             |   |   |               |  
|Balance, November 30, 2008          | 1,007,795  |   | $ | 10    |   | $ | 15,198,557    |   | $ | 21,750  |  | $ | (5,514,866  | ) | $ | 9,705,451     |  

On April 10, 2007, the Company effected a 50:1 forward stock
  split of the authorized, issued and outstanding common stock (Note 1). On October
  17, 2008, the Company effected a 46:1 stock consolidation of the authorized,
  issued and outstanding common stock (Note 5). All share and per share amounts
  have been retroactively adjusted for all periods presented.

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

F-4

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (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 resources
        that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These financial statements have been prepared on a going
        concern basis, which assumes the Company will continue to realize its
        assets and discharge its liabilities and commitments in the normal course
        of business. The Company has not generated revenues and has accumulated
        losses of $5,514,866 since inception and is unlikely to generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to achieve its operating objectives, confirmation of the Companys
        interests in the underlying properties and the attainment of profitable
        operations. Management cannot provide assurances that such plans will
        occur. These factors raise substantial doubt regarding the Companys
        ability to continue as a going concern. These financial statements do
        not include any adjustments to the recoverability and classification of
        recorded asset amounts and classification of liabilities that might be
        necessary should the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The interim period financial statements have been prepared
        by the Company in conformity with generally accepted accounting principles
        in the United States of America. The preparation of financial data is
        based on accounting principles and practices consistent with those used
        in the preparation of annual financial statements, and in the opinion
        of management these financial statements contain all adjustments necessary
        (consisting of normally recurring adjustments) to present fairly the financial
        information contained therein. Certain information and footnote disclosure
        normally included in the financial statements prepared in conformity with
        generally accepted accounting principles in the United States of America
        have been condensed or omitted. These interim period statements should
        be read together with the most recent audited financial statements and
        the accompanying notes for the year ended February 29, 2008. The results
        of operations for the nine-month period ended November 30, 2008 are not
        necessarily indicative of the results to be expected for the year ending
        February 28, 2009.                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | During the quarter ended May 31, 2008, the Company incorporated
        in Delaware, a wholly-owned inactive subsidiary, American Uranium Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated financial statements follow the same
        significant accounting principles as those outlined in the notes to the
        audited consolidated financial statements for the year ended February
        29, 2008. These financial statements are presented in accordance with
        accounting principles generally accepted in the United States, and are
        expressed in US dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-5

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The preparation of financial statements in accordance
        with United States generally accepted accounting principles requires management
        to make estimates and assumptions that affect the reported amounts of
        assets and liabilities at the date of the financial statements and the
        reported amounts of revenue and expenses in the reporting period. The
        Company regularly evaluates estimates and assumptions related to deferred
        income tax asset valuations, asset impairment, stock based compensation
        and loss contingencies. The Company bases its estimates and assumptions
        on current facts, historical experience and various other factors that
        it believes to be reasonable under the circumstances, the results of which
        form the basis for making judgments about the carrying values of assets
        and liabilities and the accrual of costs and expenses that are not readily
        apparent from other sources. The actual results experienced by the Company
        may differ materially and adversely from the Companys estimates.
        To the extent there are material differences between the estimates and
        the actual results, future results of operations will be affected.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company computes its net loss per share in accordance
        with SFAS No. 128, Earnings per Share. SFAS No. 128
        requires presentation of both basic and diluted earnings per share (EPS)
        on the face of the income statement. Basic EPS is computed by dividing
        net income (loss) available to common stockholders (numerator) by the
        weighted average number of shares outstanding (denominator) during the
        period. Diluted EPS gives effect to all dilutive potential common shares
        outstanding during the period using the treasury stock method. In computing
        diluted EPS, the average stock price for the period is used in determining
        the number of shares assumed to be purchased from the exercise of stock
        options or warrants. For the period ended November 30, 2008, potentially
        dilutive common shares relating to options and warrants outstanding totalling
        127,846 (February 29, 2008  122,411) were not included in the computation
        of loss per share because the effect was anti-dilutive.                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Equipment consists of office and computer equipment
        and is recorded at cost less accumulated depreciation. Depreciation is
        calculated using the declining balance at rates ranging from 20% to 30%
        per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral Rights and Mineral Property Interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Mineral rights includes the cost of advance minimum
        royalty payments, the cost of capitalized property leases, and the cost
        of property acquired either by cash payment, the issuance of term debt
        or common shares. Expenditures for exploration on specific properties
        with no proven reserves are written off as incurred. Mineral rights will
        be amortized against future revenues or charged to operations at the time
        the related property is determined to have impairment in value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company also considers the provisions of EITF 04-02
        Whether Mineral Rights are Tangible or Intangible Assets which
        concluded that mineral rights are tangible assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Asset retirement obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company records the fair value of the liability
        for closure and removal costs associated with the legal obligations upon
        retirement or removal of any tangible long-lived assets in accordance
        with Statements of Financial Accounting Standards No. 143, "Accounting
        for Asset Retirement Obligations". The initial recognition of any liability
        will be capitalized as part of the asset cost and depreciated over its
        estimated useful life. To date, the Company has not incurred any asset
        retirement obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

F-6

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
|-- | ------------------------------------------------------

Impairment of long-lived assets

Long-lived assets are continually reviewed
  for impairment whenever events or changes in circumstances indicate that the
  carrying amount of an asset may not be recoverable. Recoverability of assets
  to be held and used is measured by a comparison of the carrying amount of an
  asset to future net cash flows expected to be generated by the asset. If such
  assets are considered to be impaired, the impairment to be recognized is measured
  by the amount by which the carrying amount of the assets exceeds the fair value
  of the assets.

Foreign Currency Translation

The Companys functional and reporting
  currency is the United States dollar. Monetary assets and liabilities denominated
  in foreign currencies are translated in accordance with SFAS No. 52 Foreign
  Currency Translation, using the exchange rate prevailing at the balance
  sheet date. Gains and losses arising on settlement of foreign currency denominated
  transactions or balances are included in the determination of income. Foreign
  currency transactions are primarily undertaken in Canadian dollars. The Company
  has not, to the date of these financials statements, entered into derivative
  instruments to offset the impact of foreign currency fluctuations.

Stock-based Compensation

The Company records stock-based compensation
  in accordance with SFAS No. 123R Accounting for Stock-based Compensation
  (SFAS 123R), and applied the recommendations of this standard using
  the modified prospective method. Under this application, the Company is required
  to record compensation expense, based on the fair value of the awards, for all
  awards granted after the date of the adoption and for the unvested portion of
  previously granted awards that remain outstanding as at the date of adoption.
  Prior to the adoption of SAFS 123R, the Company did not issue any compensation
  awards.

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
  Company adopted the guidance effective March 1, 2008, without any material impact
  on its consolidated financial statements.

In February 2007, the FASB issued SFAS
  No. 159, The Fair Value Option for Financial Assets and Financial Liabilities,
  including an amendment of FASB Statement No. 115. This pronouncement permits
  entities to choose to measure eligible financial instruments at fair value as
  of specified dates. Such election, which may be applied on an instrument by
  instrument basis, is typically irrevocable once elected. SFAS 159 is effective
  for fiscal years beginning November 15, 2007, and early application is allowed
  under certain circumstances. The Company adopted the guidance effective March
  1, 2008, without any material impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS
  141R Business Combinations which is effective for fiscal years beginning
  after December 15, 2008. SFAS 141R, which will replace FAS 141, is applicable
  to business combinations consummated after the effective date of December 15,
  2008. The adoption of this statement is not expected to have a material effect
  on the Companys future reported financial position or results of operations.

In December 2007, the FASB also issued SFAS No. 160, Non-controlling Interests
  in Consolidated Financial Statements, an amendment of ARB 51. SFAS No.
  160 will change the accounting and reporting for minority interests, which will
  be re-characterized as non-controlling interests and classified as a component
  of equity. SFAS No. 160 requires retroactive adoption of the presentation and
  disclosure requirements for existing minority interests. SFAS No. 160 is effective
  for fiscal years beginning on or after December 15, 2008 and interim periods
  within those fiscal years. The adoption of this statement is not expected to
  have a material effect on the Companys future reported financial position
  or results of operations.

F-7

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | 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 is not expected to have a material
        effect on the Companys future reported financial position or results
        of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In May 2008, the FASB issued SFAS No. 162, "The Hierarchy
        of Generally Accepted Accounting Principles." The current GAAP hierarchy,
        as set forth in the American Institute of Certified Public Accountants
        (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present
        Fairly in Conformity With Generally Accepted Accounting Principles, has
        been criticized because (1) it is directed to the auditor rather than
        the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial
        Accounting Concepts. The FASB believes that the GAAP hierarchy should
        be directed to entities because it is the entity (not its auditor) that
        is responsible for selecting accounting principles for financial statements
        that are presented in conformity with GAAP. Accordingly, the FASB concluded
        that the GAAP hierarchy should reside in the accounting literature established
        by the FASB and is issuing this Statement to achieve that result. This
        Statement is effective 60 days following the SEC's approval of the Public
        Company Accounting Oversight Board amendments to AU Section 411, The Meaning
        of Present Fairly in Conformity With Generally Accepted Accounting Principles.
        The adoption of FASB 162 is not expected to have a material impact on
        the Company's financial position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

| |                    |   | November 30, 2008 |  |   | February 29, 2008 | 
| | ------------------ | - | ----------------- |  | - | ----------------- | 
| |                    |   |                   |  |   | Accumulated       | 
| |                    |   | Cost              |  |   | Depreciation      | 
| | Office equipment   | $ | 3,153             |  | $ | 957               | 
| | Computer equipment |   | 7,839             |  |   | 2,536             | 
| |                    | $ | 10,992            |  | $ | 3,493             | 

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

F-8

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|4. | MINERAL PROPERTY INTERESTS (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The Company will have earned a 22.5% interest once $12,375,000
        of the required expenditures has been incurred. The remaining 37.5% interest
        will be earned upon incurring the balance of $20,625,000 in required expenditures.
        Strathmore is the operator of the property until the Company has earned
        a 60% interest. As at November 30, 2008, the Company has advanced to Strathmore,
        as operator, $115,269 in respect of future exploration on the property.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Subsequent to the agreement with Strathmore, a director
        of Strathmore became a director of the Company. In January 2008, that
        director resigned as a director of the Company.                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Mineral property expenditures are summarized as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                            |   |          |   |   |           |  |   |             |   |   |           |  |   | Inception     |  
| | -------------------------- | - | -------- | - | - | --------- |  | - | ----------- | - | - | --------- |  | - | ------------- | -
| |                            |   | Three    |   |   | Three     |  |   |             |   |   | Nine      |  |   | (March        |  
| |                            |   | months   |   |   | months    |  |   | Nine months |   |   | months    |  |   | **23, 2005)** |  
| |                            |   | ended    |   |   | ended     |  |   | ended       |   |   | ended     |  |   | to            |  
| |                            |   | November |   |   | November  |  |   | November    |   |   | November  |  |   | November      |  
| |                            |   | 30, 2008 |   |   | 30, 2007  |  |   | 30, 2008    |   |   | 30, 2007  |  |   | 30, 2008      |  
| |                            |   |          |   |   |           |  |   |             |   |   |           |  |   |               |  
| | Pinetree/Reno Creek        |   |          |   |   |           |  |   |             |   |   |           |  |   |               |  
| | Property acquisition       | $ | (1,170   | ) | $ | -         |  | $ | 141,878     |   | $ | -         |  | $ | 241,285       |  
| | Camp and field supplies    |   | 19,402   |   |   | -         |  |   | 39,390      |   |   | -         |  |   | 40,089        |  
| | Drilling                   |   | (3,054   | ) |   | -         |  |   | (1,954      | ) |   | -         |  |   | (1,954        | )
| | Environmental & permitting |   | 18,737   |   |   | 80,443    |  |   | 672,282     |   |   | 80,443    |  |   | 758,604       |  
| | Geological and geophysical |   | 31,208   |   |   | 953,308   |  |   | 142,014     |   |   | 953,308   |  |   | 1,144,174     |  
| | Travel and accommodation   |   | -        |   |   | 1,708     |  |   | 7,095       |   |   | 1,708     |  |   | 23,035        |  
| |                            |   | 65,123   |   |   | 1,035,459 |  |   | 1,000,705   |   |   | 1,035,459 |  |   | 2,205,233     |  
| | Other                      |   | -        |   |   | -         |  |   | -           |   |   | -         |  |   | 8,750         |  
| |                            | $ | 65,123   |   | $ | 1,035,459 |  | $ | 1,000,705   |   | $ | 1,035,459 |  | $ | 2,213,983     |  

Effective September 18, 2008, the Company
  entered into an option agreement with Nu Star Exploration, LLC (Nu Star)
  to earn interest in various mining claims known as Big, Candy,
  Rush, and Wit in the State of Arizona. Collectively,
  these mineral claims are referred to as Arizona Properties. In consideration
  of the option, the Company agreed to pay Nu Star the sum of $144,556 (paid)
  and issue 3,281 shares (issued) of common stock with a quoted market value of
  $80,000.

In consideration of any renewal terms
  entered into by the Company, the Company agrees to make additional cash payments
  and issue common shares to Nu Star as follows:

F-9

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

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

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

The Company also agreed to pay the Bureau
  of Land Management $56,125 on or before the renewal date for renewal fees due
  for the Arizona Properties (paid).

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

F-10

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|5. | COMMON STOCK
|-- | ------------

On April 10, 2007, the Company effected
  a 50:1 forward stock split of the authorized, issued and outstanding common
  stock. As a result, the authorized share capital increased from 100,000,000
  shares of common stock to 5,000,000,000 shares of common stock with no change
  in par value. 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
  5,434,783 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 common stock to treasury for
  cancellation.

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 November 30, 2008,
  the full penalty as a financing cost in the amount of $761,565 has been paid.

On September 18, 2008, the Company issued
  3,281 common shares with a fair value of $80,000 pursuant to an option agreement
  with Nu Star (Note 4).

F-11

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|5. | COMMON STOCK (continued)                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                
|   | Share purchase warrants                                                                                                        
|   |                                                                                                                                
|   | Share purchase warrant transactions are restated to
        reflect the 46:1 share consolidation and are summarized as follows:

| |                                                    |  |           |  |   | Weighted       | 
| | -------------------------------------------------- |  | --------- |  | - | -------------- | 
| |                                                    |  | Number of |  |   | Average        | 
| |                                                    |  | Warrants  |  |   | Exercise Price | 
| |                                                    |  |           |  |   |                | 
| | Balance at inception and February 28, 2007         |  | -         |  | $ | -              | 
| | Issued                                             |  | 91,976    |  |   | 57.50          | 
| | Balance at February 29, 2008 and November 30, 2008 |  | 91,976    |  | $ | 57.50          | 

At November 30, 2008, the following share
  purchase warrants were outstanding and exercisable:

| | Number of Shares | Exercise Price | Expiry Date    
| | ---------------- | -------------- | ---------------
| | 91,976           | $57.50         | August 23, 2009

Stock Options

The Company adopted a Stock Option Plan
  dated September 15, 2007 under which the Company is authorized to grant stock
  options to acquire up to a total of 108,696 shares of common stock. At November
  30, 2008, the Company had 72,826 shares of common stock available to be issued
  under the Plan.

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.

F-12

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|5. | COMMON STOCK (continued)                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                      
|   | Stock option transactions are restated to reflect the
        46:1 share consolidation and are summarized as follows:

| |                              |  |           |   |   | Weighted       | 
| | ---------------------------- |  | --------- | - | - | -------------- | 
| |                              |  | Number of |   |   | Average        | 
| |                              |  | Options   |   |   | Exercise Price | 
| |                              |  |           |   |   |                | 
| | Balance at February 28, 2007 |  | -         |   | $ | -              | 
| | Granted                      |  | 32,065    |   |   | 50.76          | 
| | Forfeited                    |  | (1,630    | ) |   | 69.00          | 
| | Balance at February 29, 2008 |  | 30,435    |   |   | 49.78          | 
| | Granted                      |  | 22,826    |   |   | 52.57          | 
| | Forfeited                    |  | (17,391   | ) |   | 55.20          | 
| | Balance at November 30, 2008 |  | 35,870    |   | $ | 48.93          | 

The weighted average fair value per stock
  option granted during the nine month period ended November 30, 2008 was $19.94
  (November 30, 2007 - $46.92) .

At November 30, 2008, the following stock
  options were outstanding and exercisable:

| |             |  |   |          |  |   | Aggregate |  |                   |  |             |  |   | Aggregate | 
| | ----------- |  | - | -------- |  | - | --------- |  | ----------------- |  | ----------- |  | - | --------- | 
| |             |  |   |          |  |   | Intrinsic |  |                   |  |             |  |   | Intrinsic | 
| | Number of   |  |   |          |  |   | Value     |  |                   |  | Number of   |  |   | Value     | 
| | Options     |  |   | Exercise |  |   | Closing   |  |                   |  | Options     |  |   | Closing   | 
| | Outstanding |  |   | Price    |  |   | Value     |  | Expiry Date       |  | Exercisable |  |   | Value     | 
| |             |  |   |          |  |   |           |  |                   |  |             |  |   |           | 
| | 6,522       |  | $ | 46.00    |  | $ | -         |  | January 15, 2013  |  | 1,631       |  | $ | -         | 
| | 6,522       |  | $ | 39.10    |  | $ | -         |  | February 14, 2013 |  | 1,631       |  | $ | -         | 
| | 5,435       |  | $ | 36.80    |  | $ | -         |  | March 14, 2013    |  | 543         |  | $ | -         | 
| | 17,391      |  | $ | 57.50    |  | $ | -         |  | August 1, 2012    |  | 17,391      |  | $ | -         | 
| | 35,870      |  |   |          |  | $ | -         |  |                   |  | 21,196      |  | $ | -         | 

The aggregate intrinsic value in the
  preceding table represents the total intrinsic value, based on the Companys
  closing stock price of $0.086 per share as of November 30, 2008, 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 November 30, 2008 was $Nil. As of November 30, 2008, 21,196
  (2007 4,755) outstanding options were vested and exercisable and the weighted
  average exercise price was $48.93 (2007 - $56.58) . The total intrinsic value
  of options exercised during the period ended November 30, 2008 was $Nil (2007
  - $Nil).

F-13

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|5. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On March 14, 2008, the Company granted 5,435 stock options
        to a consultant at an exercise price of $36.80 per share, exercisable
        until March 14, 2013. 10% of the options vest on the grant date with 30%
        vesting on each anniversary of the grant date thereafter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On June 5, 2008, the Company issued 17,391 options to
        a former consultant as a termination settlement. The option vest immediately,
        with an exercise price of $57.50 per share and expiry date of August 1,
        2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The fair value of stock options granted during the nine
        month period ended November 30, 2008 was $455,173 (November 30, 2007 -
        $798,595). 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 stock base compensation
        follows with a corresponding credit to additional paid-in capital. During
        the nine month period ended November 30, 2008, the Company recorded stock-based
        compensation of $691,663 (November 30, 2007 - $298,853). During the nine
        month period ended November 30, 2008, the Company recognized stock-based
        compensation of $440,235 as consulting fees and $251,428 as management
        fees.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The following weighted-average assumptions were used
        for the Black-Scholes valuation of stock options granted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                  |  | Period Ended  |  |  | Year
      Ended  | 
| | -------------------------------- |  | ------------- |  |  | ----------------- | 
| |                                  |  | November 30,  |  |  | February 29, 2008 | 
| |                                  |  | 2008          |  |  |                   | 
| |                                  |  |               |  |  |                   | 
| | Risk-free interest rate          |  | 1.61% - 4.59% |  |  | 3.29%             | 
| | Expected life of options (years) |  | 4-5           |  |  | 5                 | 
| | Expected volatility              |  | 253%          |  |  | 118%              | 
| | Dividend rate                    |  | 0%            |  |  | 0%                | 

The following table summarizes information
  regarding the non-vested stock purchase options outstanding as of November 30,
  2008.

| |                                         |  |                   |   |   | 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                                  |  | (17,935           | ) | $ | 24.84      | 
| | Cancelled/forfeited                     |  | (13,043           | ) | $ | 40.94      | 
| |                                         |  |                   |   |   |            | 
| | Non-vested options at November 30, 2008 |  | 14,674            |   | $ | 39.45      | 

At November 30, 2008, there was unamortized
  compensation expense of $341,738 relating to the outstanding unvested options.
  This unrecognized compensation cost is expected to be recognized over a weighted-average
  period of 4 years.

F-14

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|November 30, 2008 (Expressed in US dollars)   
|(Unaudited)                                   

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                       
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | As of November 30, 2008, the Company has accrued liabilities
        of $86,778 (February 29, 2008 - $Nil) due to an officer and a company
        controlled by the officer of the Company for management services and reimbursement
        of expenses. The payables are non-interest bearing and with no specific
        terms of repayment.
|   |                                                                                                                                                                                                                                                                                                                                                  
|   | The Company has incurred the following management and
        rental expenses paid to directors and a company controlled by an officer
        of the Company:                                                                                                                                                                                   

| |                 |   | Three months ended |  |   | Nine months ended | 
| | --------------- | - | ------------------ |  | - | ----------------- | 
| |                 |   | November 30        |  |   | November 30       | 
| |                 |   | 2008               |  |   | 2007              | 
| | Management fees | $ | 45,000             |  | $ | 1,500             | 
| | Rental          |   | -                  |  |   | 750               | 

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

|7. | SUPPLEMENTAL DISCLOSRE WITH RESPECT TO CASH FLOWS                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                           
|   | During the nine month period ended November 30, 2008,
        the Company issued 3,281 common shares to Nu Star in connection with an
        option agreement. The shares were valued at $80,000.        
|   |                                                                                                                                                                                                           
|   | During the nine month period ended November 30, 2007,
        the Company issued 130,435 common shares to Strathmore in connection with
        an option agreement. The shares were valued at $7,860,000.
|   |                                                                                                                                                                                                           
|8. | SUBSEQUENT EVENTS                                                                                                                                                                                         
|   |                                                                                                                                                                                                           
|   | In December 2008, the Company completed its first year
        contractual obligations under its agreement with Strathmore Minerals Corp
        by making a payment of $210,899.                         
|   |                                                                                                                                                                                                           
|   | 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 for the total proceeds of $100,000.               

F-15

---

3

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 Risk Factors and the risks set out below, any of which may
cause our or our industrys actual results, levels of activity, performance or
achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. These risks include, by way of example and not in
limitation:

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

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

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

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

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

---

4

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

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

Corporate Overview

We were incorporated in the State of Nevada on March 23, 2005
(Inception) under the name Alpine Resources Corporation with an authorized
capital of 100,000,000 shares of common stock with a par value of $0.00001. On
April 10, 2007, we changed our name to American Uranium Corporation. We
effected this name change by merging with our wholly owned subsidiary, named
American Uranium Corporation, a Nevada corporation that we formed specifically
for this purpose. We changed the name of our company to better reflect the
direction and business of our company.

On March 23, 2005 we acquired a 100% interest in one-24 unit
mineral claims in the Nanaimo Mining Division, British Columbia, Canada, in
consideration for $1,750. The claims on that property are registered in the name
of the former President of our Company, who has executed a trust agreement
whereby the former President agrees to hold the claims in trust on our behalf.
We do not intend to explore this property in the foreseeable future.

On April 10, 2007, we effected a 50:1 forward stock split of
the authorized, issued and outstanding common stock. As a result, the authorized
share capital increased from 100,000,000 shares of common stock to 5,000,000,000
shares of common stock with no change in par value. The issued and outstanding
share capital increased from 5,529,750 shares of common stock to 276,487,500
shares of common stock. All share and per share amounts have been retroactively
adjusted for all periods presented.

On April 19, 2007, Robert Rich, our current President, acquired
250,000,000 common shares of our company, thereby obtaining approximately 90.4%
of our issued and outstanding shares at that time and, therefore, control of our
company. Mr. Rich was appointed as President, Secretary, Treasurer, and
Director. In relation to the acquisition of the shares by Mr. Rich, our main
office was moved from Vancouver B.C. Canada to Orleans, Massachusetts, where Mr.
Rich lives. On June 1, 2007, Mr. Rich returned 245,000,000 post-split shares of
common stock to treasury for cancellation for no consideration.

Effective August 20, 2007, we entered into an option and joint
venture agreement with Strathmore for an option to earn-up to a 60% interest in
the Pine Tree-Reno Creek Property located in Campbell County, Wyoming. Effective
December 31, 2007, we entered into an amendment to our option and joint venture
agreement with Strathmore through which we have the option to earn-in a 60%
interest in Strathmores Pine Tree-Reno Creek Property located in Campbell
County, Wyoming.

On March 6, 2008, Strathmore and American Uranium entered into
a Limited Liability Company Operating Agreement dated effective January 3, 2008
and formed a limited liability company under the Delaware Limited Liability
Company Act, 6 Del. C. 18-101, et seq. to own and conduct the operations on the
Property. The company is incorporated under the name of AUC LLC and is
controlled by Strathmore Minerals.

On April 7, 2008, we incorporated in Delaware, a wholly owned
inactive subsidiary, American Uranium Corporation.

---

5

Effective October 17, 2008, we amended our Articles to effect a
reverse split of our authorized common stock and our issued and outstanding
shares of common stock at a ratio of one new share for 46 old shares. As a
result, our authorized capital decreased from 5,000,000,000 shares of common
stock with a par value of $0.00001 to 108,695,652 shares of common stock with a
par value of $0.00001. Our issued and outstanding share capital decreased from
46,358,568 shares of common stock to 1,007,795 shares of common stock.

Plan of Operations for the Next 12 Months

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. We have not
presently determined whether our properties contain mineral resources that are
economically recoverable. These statements have been prepared on a going concern
basis, which implies that our company will continue to meet its obligations and
continue its operations for the next fiscal year. Realization values may be
substantially different from carrying values as shown and these financial
statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going concern.
As at November 30, 2008, our company has not generated revenues and has
accumulated losses of $5,514,866 since inception. The continuation of our
company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of our company to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
These factors raise substantial doubt regarding our companys ability to
continue as a going concern. To mitigate this risk, management plans to obtain
additional equity financing if possible, or to curtail operations, thereby
conserving cash resources.

All project obligations for calendar year 2008 have been
satisfied and new large obligatory project expenses will not be due until August
2009. We estimate that our total monthly expenses are approximately $50,000 -
$100,000.

Current Status of Exploration Projects

During the quarter ended November 30, 2008 the following items
were accomplished on our companys two active exploration projects:

Pinetree-Reno Creek Joint Venture, Powder River Basin,
Wyoming

To conserve cash, a minimum of project activity was supported,
including obtaining Wyoming DEQ drilling permit for 19 future hydrologic test
wells, renewal of Wyoming DEQ Deep Injection Well Permit, and pursuit of
additional mineral rights within the joint ventures area of interest.

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

NuStar JV, Arizona Strip

On September 18, 2008 we entered into a lease and option
agreement with Nu Star Exploration LLC pursuant to which we have the option to
purchase all or some of the mineral claims, known as the Rock, Big, Candy,
Rush and Wit properties, from Nu Star located in the state of Arizona. We
refer to these properties as the Arizona Properties. The agreement is for one or
more years, but automatically extended as long as our commitments are met.

As consideration for the lease and option on the Arizona
Properties, we made an initial cash payment of $202,050.00 ($25,000 deposit paid
on July 11th, $57,500 paid on Aug 18th to renew federal
mining claims, and $119,556 paid on September 18th to complete
1st years cash paid for lease) and issued 3,281 common shares with a
fair value of $80,000 to Nu Star.

---

6

In consideration of any renewal terms, we agree to pay make
additional cash payments and issue common shares to Nu Star as follows:

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

The Company has also paid the Bureau of Land Management $56,125
on or before the renewal date for renewal fees due for the Arizona
Properties.

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

Pursuant to the agreement, if commercial production has been
achieved and we sell or otherwise dispose of yellowcake uranium that has been
produced from uranium ore that was mined and removed from the Arizona
Properties, we will pay Nu Star a 4% Net Smelter Return. Alternatively, we 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,
we have agreed to make spend certain amounts on or for the benefit of the
Arizona Properties. We must spend at least the minimal amount necessary to
maintain and preserve each and all of the Arizona Properties. The table below
set out the minimum expenses we have agreed to:

|                                   | Total amount of Expenditures required        
|---------------------------------- | ---------------------------------------------
|                                   | to be incurred on or for the benefit
      of
|Lease Period                       | the Properties                               
|September 18, 2008 through         | $NIL                                         
|September 17, 2009 (Initial Term)  |                                              
|1st Renewal Term                   | $250,000                                     
|2nd Renewal Term                   | $400,000                                     
|3rd Renewal Term                   | $400,000                                     
|All subsequent lease renewal Terms | $400,000                                     

Because uranium exploration work is weather dependent, the
preponderance of exploration expenditures tends to occur during the six to eight
warmer months of each year.

Liquidity and Capital Resources

Our financial condition for the three and nine months ended
November 30, 2008 and 2007 and the changes between those periods for the
respective items are summarized as follows:

---

7

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     |   |                   |  |   |              | 
|------------------------- | - | ----------------- |  | - | ------------ | 
|                          |   | November 30, 2008 |  |   | February 29, | 
|                          |   |                   |  |   | 2008         | 
|Current Assets            | $ | 1,351,654         |  | $ | 4,379,596    | 
|Current
      Liabilities |   | 153,527           |  |   | 1,055,860    | 
|Working Capital           | $ | 1,198,127         |  | $ | 3,323,736    | 

The decrease in our working capital was primarily due to
payments to Nu Star and Strathmore relating to exploration activities.
Furthermore, we paid approximately $762,000 penalty to the private placement
unit holders during the quarter ended November 30, 2008.

Cash Flows

|                                             |   | Three months ended |   |  | Nine months ended |  
|-------------------------------------------- | - | ------------------ | - |  | ----------------- | -
|                                             |   | November 30        |   |  | November 30       |  
|                                             |   | 2008               |   |  | 2007              |  
|Cash flow used in operating activities       | $ | (383,115           | ) |  | (1,038,150        | )
|Cash flow used in
      investing activities |   | (144,556           | ) |  | (300,000          | )
|Cash provided by financing activities        |   | -                  |   |  | 864,290           |  
|Net increase
      (decrease) in cash        | $ | (527,671           | ) |  | (473,860          | )

As of November 30, 2008 we had cash of $1,350,939 and working
capital of $1,198,127 compared to cash of $4,104,596 and working capital of
$3,323,736 as of February 29, 2008. 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 Used in Operating Activities

During the three months ended November 30, 2008 we used net
cash in operating activities in the amount of $383,115. The cash used in the
nine-month period ended November 30, 2008 by our operating activities is
primarily represented by the $762,000 we refunded to shareholders who
participated in our equity financing.

Cash Used in Investing Activities

During the three months ended November 30, 2008, we had
incurred an amount of $144,556 to Nu Star pursuant to the terms and conditions
set forth on the lease and option agreement.

Cash Provided by Financing Activities

During the three months period ended November 30, 2008, we did
not raise any additional capital. For the comparative period ended November 30,
2007, we had raised a total of $864,290 in cash by issuing common shares of our
company.

Results of Operation

The following summary of our results of operations should be
read in conjunction with our audited financial statements.

---

8

In the table below shows our operating results for the three
and nine months ended November 30, 2008 and our operating results for the three
and nine months ended November 30, 2007:

|                              |   | Three Months Ended |   |  | Nine months ended |  
|----------------------------- | - | ------------------ | - |  | ----------------- | -
|                              |   | November 30        |   |  | November 30       |  
|                              |   | 2008               |   |  | 2007              |  
|Expenses                      |   |                    |   |  |                   |  
|Consulting fees               | $ | (10,192            | ) |  | 32,958            |  
|Depreciation                  |   | 457                |   |  | 1,222             |  
|Financing costs               |   | -                  |   |  | -                 |  
|General and administrative    |   | 95,968             |   |  | 35,071            |  
|Investor relations            |   | 27,216             |   |  | 57,017            |  
|Legal and accounting          |   | 55,882             |   |  | 28,979            |  
|Management fees               |   | 163,702            |   |  | 361,705           |  
|Mineral property expenditures |   | 65,123             |   |  | 1,035,459         |  
|                              | $ | (398,156           | ) |  | (1,552,411        | )

Revenues

We have had no operating revenues since our inception on March
23, 2005 through to the period ended November 30, 2008. We anticipate that we
will not generate any revenues for so long as we are an exploration stage
company.

Expenses

Consulting fees

For the three month period ended November 30, 2008, consulting
fee expense includes fees paid for consulting services as well as an aggregate
recovery of $32,721 in stock-based compensation representing the fair value of
vesting stock options granted to consultants.

General and Administrative

The $60,897 increase in our general and administrative expenses
for the three months ended November 30, 2008 compared to the same three month
period in 2007 was due primarily to the increase in travel and promotion
expense.

Legal and Audit

The increase in legal and audit fees for the three months ended
November 30, 2008 reflects the legal costs associated with the NuStar option
agreement and the companys share consolidation.

Management Fees

There were no Management fees for the three months ended
November 30, 2008 paid to our President pending the negotiations of a Management
Services Agreement. An accrual provision to accounts payable in the order of
$45,000 has been recorded. Stock base compensation expenses in an aggregate
amount of $62,349. Management fees for the nine months ended November 30, 2007
represent services donated by our former president.

Mineral Property Exploration Costs

During the three months ended November 30, 2008 we expended
$65,123 on our Pinetree-Reno Creek Project.

---

9

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, we must maintain disclosure controls and procedures and our
management, with the participation of our principal executive and principal
financial officer, evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as
of the end of the period covered by this quarterly report on Form 10-Q.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our company's
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include controls and procedures designed to ensure that information required to
be disclosed in our company's reports filed under the Exchange Act is
accumulated and communicated to our principal executive officer and our
principal accounting officer, as appropriate, to allow timely decisions
regarding required disclosure.

Based on its evaluation, our management 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over
financial reporting during the quarter ended November 30, 2008 that have
materially affected or are reasonably likely to materially affect our internal
controls. We have identified the weaknesses as below.

- our company's accounting personnel and management does not have sufficient
  technical accounting knowledge relating to accounting for options granted to
  directors, officers and employees;
- tax returns have not been filed for our company;
- our company's accounting personnel and management does not have sufficient
  technical accounting knowledge relating to accounting for income taxes;
- our companys accounting personnel and management does not have sufficient
  technical knowledge in the preparation of financial statements; and
- insufficient corporate governance policies. Our corporate governance
  activities and processes are not always formally documented. Specifically,
  decisions made by the board to be carried out by management should be
  documented and communicated on a timely basis to reduce the likelihood of any
  misunderstandings regarding key decisions affecting our operations and
  management.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, our principal executive
and principal financial officer, or persons performing similar functions, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of our financial reporting and
the preparation of our financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:

---

10

| | 1. | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the issuer;                                                                                                                                                                      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                               
| | 2. | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that our
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors; and,
| |    |                                                                                                                                                                                                                                                                                                                                               
| | 3. | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of our
      assets that could have a material effect on our financial
    statements.                                                                                                                            

Because of the inherent limitation in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
within our company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake.

Certificates

Certificates 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.

None.

ITEM 1A. RISK FACTORS

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

Risks Related to our Business

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

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

---

11

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

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

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

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

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

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

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

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

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

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

---

12

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 which Yellowcake has no
control. The spot price of uranium ranged from about $10 per pound to $138 per
pound, to the current spot price of $51.00 at January 16, 2009 per pound.
Uranium is primarily used for power generation in nuclear power plants, and the
number of customers is somewhat limited in comparison to other global
commodities. The price of uranium is affected by numerous factors beyond our
control, including the demand for nuclear power, increased supplies from both
existing and new uranium mines, sales of uranium from existing government
stockpiles, and political and economic conditions.

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

Risks Associated with our Company

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

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

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

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

---

13

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

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from March 23, 2005 (Inception) to November
30, 2008 was $5,514,866. We had cash and cash equivalents in the amount of
$1,350,939 as of November 30, 2008, which is not expected to meet our planned
cash requirements for the ensuing year. We have no income from operations. We
have reduced our budget and estimate our average monthly operating expenses to
be approximately $100,000 each month. We cannot provide assurances that we will
be able to successfully explore the current property and project and develop our
business. These circumstances raise substantial doubt about our ability to
continue as a going concern. If we are unable to continue as a going concern,
investors will likely lose all of their investments in our company.

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

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

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

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

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

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

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

---

14

Risks Associated with our Common Stock

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

Sales of a substantial number of shares of our common stock in
the public market could cause a reduction in the price of our common stock. We
filed a registration statement on Form S-1 with the SEC on August 6, 2008. We
intend to file a further amendment to that registration statement. After our
registration statement is declared effective, the selling shareholders may
resell up to 26% of the issued and outstanding shares of our common stock, which
is 28% of our issued and outstanding shares that are not held by our directors,
officers or control persons.

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

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

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

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

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

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

---

15

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

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

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

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

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

On September 18, 2008 we issued 3,281 shares of common stock at
a price of $24.38 per share pursuant to a lease and option agreement with Nu
Star Exploration LLC. We issued the shares to one U.S. person pursuant to an
exemption from registration provided for under Rule 506 of Regulation D,
promulgated under the United States Securities Act of 1933, as
amended.

On December 29, 2008 we issued 1,000,000 shares of common stock
to Odysseus III LLC pursuant to a private placement subscription agreement dated
December 17, 2008. The investor is an accredited investor, and in issuing the
shares we relied on the exemption from the registration requirements of the
Securities Act of 1933,as amended (the Act), provided by Section 4(2)
of the Act and/or by Rule 506 of Regulation D promulgated thereunder.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

---

16

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

None

ITEM 5. OTHER INFORMATION

Since the completion of our last quarter, we have experienced
the following corporate developments:

|1. | On September 18, 2008 we entered into a lease and option
      agreement with Nu Star Exploration LLC pursuant to which we have the
      option to purchase certain mineral properties from Nu Star located in the
      state of Arizona. The agreement is for one year and may be cancelled or
      renewed by either party.                                                                                                                                                                                                                                             
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Consideration for the mineral properties is an initial
      cash payment of US $119,556 and 3,128 shares of common stock at a price of
      $24.38.                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | On September 30, 2008, we dismissed our previous
      independent accountant, Davidson & Company LLP,.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The report of Davidson regarding the Company's financial
      statements for the fiscal year ended February 29, 2008 did not contain any
      adverse opinion or a disclaimer of opinion and was not qualified or
      modified as to uncertainty, audit scope or accounting principles, except
      that such report on our financial statements contained an explanatory
      paragraph in respect to uncertainty as to the Companys ability to
      continue as a going concern.                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the year ended February 29, 2008 and during the
      period from the end of the most recently completed fiscal quarter through
      to September 30, 2008, the date of dismissal, there were no disagreements
      with Davidson on any matter of accounting principles or practices,
      financial statement disclosure or auditing scope or procedures, which
      disagreements, if not resolved to the satisfaction of Davidson would have
      caused it to make reference to the subject matter of the disagreements in
      connection with its report.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | We provided Davidson with a copy of this Current Report
      on Form 8-K prior to its filing with the Securities and Exchange
      Commission, and requested that Davidson furnish us with a letter addressed
      to the SEC stating whether it agrees with the statements made by us in
      this Current Report, and if not, stating the aspects with which it does
      not agree. A copy of the letter provided Davidson, dated October 17, 2008,
      is filed as Exhibit 16.1 to our Form 8-K/A  filed on October 23,
    2008.                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Also on September 30, 2008, we engaged BDO Dunwoody LLP,
      independent registered accountants, as our independent
  accountant.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | On September 30, 2008 the Companys board of directors
      appointed BDO as the Companys new independent registered public
      accounting firm following the dismissal of Davidson. Prior to the
      engagement of BDO, the Company has not consulted with BDO regarding
      either:                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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17

|3. | Effective October 17, 2008, we amended our Articles to
      effect a reverse split of our authorized common stock and our issued and
      outstanding shares of common stock at a ratio of one new share for 46 old
      shares. As a result, our authorized capital decreased from 5,000,000,000
      shares of common stock with a par value of $0.00001 to 108,695,652 shares
      of common stock with a par value of $0.00001. Our issued and outstanding
      share capital decreased from 46,358,568 shares of common stock to
      1,007,795 shares of common stock.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Reverse Stock Split became effective with NASDAQs
Over-the-Counter Bulletin Board at the opening for trading on October 20, 2008
under the new stock symbol ACUC, Our new CUSIP number is 030363 204.

|4. | On December 17, 2008, we entered into a private placement
      subscription agreement with Odysseus III LLC providing for the purchase of
      1,000,000 shares of common stock of our company at a price of $0.10 per
      share. We intend to use the private placement funds towards the costs of
      listing on the Canadian National Stock Exchange.                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | On December 29, 2008 we issued 1,000,000 shares of common
      stock of our company to Odysseus III LLC in a private placement. Jeffrey
      Rich holds voting and dispositive power over shares held by Odysseus III
      LLC. The purchase price of the shares was $100,000, which was paid in cash
      and by the corporate funds of Odysseus.                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Odysseus now owns 1,000,000 of our common shares, which
      is 49.8% of our issued and outstanding common shares as of December 29,
      2008.                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Prior to the issuance of 1,000,000 common shares to
      Odysseus, our President and director, Robert Rich, previously held 10% of
      our issued and outstanding stock and AUC LLC, the limited liability
      company controlled by Pat Groening who is the Chief Financial Officer of
      Strathmore, held approximately 12% of our issued and outstanding shares.
      Robert Rich and AUC had been our two largest controlling shareholders
      prior to this issuance.                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | On January 6, 2009, Odysseus and Robert Rich, our
      President and director, entered into a voting agreement whereby the
      parties agreed that the 1,000,000 shares of our common stock held by
      Odysseus will be voted as directed by Mr. Rich at any meeting of
      shareholders or in response to any written request by us for the consent
      of shareholders to any corporate action. The voting agreement is for a
      period of one year and has no provisions for renewal.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|6. | There have been no material changes to the procedures by
      which security holders may recommend nominees to our board of
      directors.                                                                                                                                                                                                                                                                                                                                                        

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number
    Description3.1
    Articles of Incorporation of the Registrant, attached as
      an exhibit to the registration statement on Form SB-2 filed on June 21,
      2006.3.2
    By-laws of the Registrant, 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


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18

Exhibit Number
    Description3.4
    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, 2008.4.1
    Specimen Stock Certificate, attached as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006.10.1
    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, attached as an
      exhibit to the current report on Form 8-K filed on April 23, 2007.10.3
    Letter of Intent, attached as an exhibit to the current
      report on Form 8-K filed on May 18, 2007.10.4
    Investor Relations Agreement, attached as an exhibit to
      the current report on Form 8-K filed on July 5, 2007.10.5
    Stock Option and Subscription Agreement, attached as an
      exhibit to the current report on Form 8-K filed on July 5, 2007.10.6
    Option and Joint Venture Agreement dated August 20, 2007,
      attached as an exhibit to the current report on Form 8-K on September 5,
      2007.10.7
    Form of Subscription Agreement for Offshore subscribers,
      attached as an exhibit to the current report on Form 8-K on September 5,
      2007.10.8
    Form of Subscription Agreement for U.S. subscribers,
      attached as an exhibit to the current report on Form 8- K on September 5,
      2007.10.9
    Form of Warrant certificate for Offshore subscribers,
      attached as an exhibit to the current report on Form 8- K on September 5,
      2007.10.10
    Form of Warrant certificate for Canadian subscribers,
      attached as an exhibit to the current report on Form 8- K on September 5,
      2007.10.11
    Form of Warrant for U.S. subscribers, attached as an
      exhibit to the current report on Form 8-K on September 5, 2007.10.16
    2007 Stock Option Plan, attached as an exhibit to the
      current report on Form 8-K with the Commission on September 24, 2007.10.17
    Purchase Agreement with Power Resources, Inc., dated
      October 10, 2007, attached as an exhibit to the current report on Form 8-K
      on October 10, 2007.10.18
    Pine Tree-Reno Creek ISR Property Amendment to Option and
      Joint Venture Agreement, attached as an exhibit to the quarterly report on
      Form 10-QSB on January 22, 2008.10.19
    Form of Subscription Agreement Offshore subscribers
      (attached as an exhibit to our current report on Form 8-K filed on
      September 5, 2007)10.20
    Form of Subscription Agreement U.S. subscribers (attached
      as an exhibit to our current report on Form 8-K filed on September 5,
      2007)10.21
    Form of Warrant certificate Offshore subscribers (
      attached as an exhibit to our current report on Form 8-K filed on
      September 5, 2007)10.22
    Form of Warrant U.S. subscribers (attached as an exhibit
      to our current report on Form 8-K filed on September 5, 2007)10.23
    Stock Option Agreement with Robert Rich dated effective
      January 15, 2008, attached as an exhibit to the current report on Form 8-K
      on January 23 2008.10.25
    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.


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19

Exhibit Number
      Description10.26
      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, 2008.10.27
      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, 2008.10.28
      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, 2008.10.29
      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, 2008.10.30
      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, 200910.31
      Voting Trust Agreement attached
          as an exhibit to our current report on Form 8-K/A filed on January 12,
          200916.1
      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, 200821.1
      American
          Uranium Corporation, our 100% owned subsidiary incorporated in Delaware31.1*
      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

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20

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

AMERICAN URANIUM CORPORATION

By: /s/ Robert A. RichRobert A.
RichPresident, CEO, CFO, and Director (Principal Executive Officer,
Principal Accounting Officer and Principal Financial Officer)

Dated: January 20, 2009

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