---

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, 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 August
31, 2008

or

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

Commission File Number: 000-52824

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

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

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

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

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

Yes [X] No [ ]

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

|Large accelerated filer | [ ] | Accelerated filer         | [ ]
|----------------------- | --- | ------------------------- | ---
|Non-accelerated filer   | [ ] | Smaller reporting company | [X]

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

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

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date:
46,358,568 shares of common stock issued and outstanding as of October
20, 2008.

---

AMERICAN URANIUM CORPORATION

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited- Prepared by Management)

AUGUST 31, 2008

---

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

|                                                         |   | August 31, 2008 |   |   | February 29, 2008 |  
|-------------------------------------------------------- | - | --------------- | - | - | ----------------- | -
|                                                         |   |                 |   |   |                   |  
|ASSETS                                                   |   |                 |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|Current                                                  |   |                 |   |   |                   |  
|Cash and cash
      equivalents                          | $ | 1,878,610       |   | $ | 4,104,596         |  
|Receivables                                              |   | 22,883          |   |   | -                 |  
|Prepaid expenses                                         |   | -               |   |   | 275,000           |  
|                                                         |   | 1,901,493       |   |   | 4,379,596         |  
|                                                         |   |                 |   |   |                   |  
|Equipment (Note 3)                                       |   | 7,956           |   |   | 8,960             |  
|Exploration
      Advances (Note 4)                      |   | 766,406         |   |   | -                 |  
|Mineral Property interests (Note 4)                      |   | 8,160,000       |   |   | 8,160,000         |  
|                                                         |   |                 |   |   |                   |  
|Total
      assets                                       | $ | 10,835,855      |   | $ | 12,548,556        |  
|                                                         |   |                 |   |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY                     |   |                 |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|Current                                                  |   |                 |   |   |                   |  
|Accounts payable
      and accrued liabilities (Note 5)  | $ | 813,645         |   | $ | 897,278           |  
|Due to related party (Note 6)                            |   | 32,440          |   |   | -                 |  
|Due to Strathmore Resources
      (US) Ltd. (Note 4)     |   | -               |   |   | 158,582           |  
|                                                         |   | 846,085         |   |   | 1,055,860         |  
|                                                         |   |                 |   |   |                   |  
|Stockholders Equity                                     |   |                 |   |   |                   |  
|                                                         |   |                 |   |   |                   |  
|Common stock, 5,000,000,000
      shares authorized      |   |                 |   |   |                   |  
|with a par value
      of $0.00001 (issued: August 31,   |   |                 |   |   |                   |  
|2008 - 46,207,625; February 29,
      2008 - 46,207,625) |   | 462             |   |   | 462               |  
|Additional
      paid-in capital                         |   | 15,088,477      |   |   | 14,426,442        |  
|Donated capital                                          |   | 21,750          |   |   | 21,750            |  
|Deficit accumulated during
      exploration stage       |   | (5,120,919      | ) |   | (2,955,958        | )
|Total stockholders equity                               |   | 9,989,770       |   |   | 11,492,696        |  
|                                                         |   |                 |   |   |                   |  
|Total
      liabilities and stockholders equity         | $ | 10,835,855      |   | $ | 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-3

---

|AMERICAN URANIUM CORPORATION         
|-------------------------------------
|(An exploration Stage Company)       
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(Expressed in US dollars)            
|(Unaudited  Prepared by Management) 

|                                          |   | Three Months Ended |   |   | Six Months Ended |   |   | **Inception (March 23, 2005)** |  
|----------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ------------------------------ | -
|                                          |   |                    |   |   |                  |   |   |                                |  
|                                          |   | August 31          |   |   | August 31        |   |   | to
      August 31, 2008       |  
|                                          |   |                    |   |   |                  |   |   |                                |  
|                                          |   | 2008               |   |   | 2007             |   |   | 2008                           |  
|Expenses                                  |   |                    |   |   |                  |   |   |                                |  
|Consulting fees (Note 5)                  | $ | 456,350            |   | $ | 19,726           |   | $ | 499,978                        |  
|Depreciation                              |   | 487                |   |   | 270              |   |   | 1,004                          |  
|Financing costs                           |   | -                  |   |   | -                |   |   | -                              |  
|General and
      administrative (Note 6) |   | 123,044            |   |   | 13,814           |   |   | 168,946                        |  
|Investor relations                        |   | 11,969             |   |   | 13,061           |   |   | 121,914                        |  
|Legal and
      accounting                |   | 40,433             |   |   | 45,761           |   |   | 140,574                        |  
|Management fees (Notes 5 and 6)           |   | 160,713            |   |   | 1,500            |   |   | 321,951                        |  
|Mineral property expenditures (Note 4)    |   | 623,809            |   |   | -                |   |   | 935,583                        |  
|                                          |   | (1,416,805         | ) |   | (94,132          | ) |   | (2,189,950                     | )
|                                          |   |                    |   |   |                  |   |   |                                |  
|Loss before other item                    |   |                    |   |   |                  |   |   |                                |  
|Interest income                           |   | 6,023              |   |   | 20,729           |   |   | 24,989                         |  
|                                          |   |                    |   |   |                  |   |   |                                |  
|                                          |   |                    |   |   |                  |   |   |                                |  
|Net Loss                                  | $ | (1,410,782         | ) | $ | (73,403          | ) | $ | (2,164,961                     | )
|                                          |   |                    |   |   |                  |   |   |                                |  
|Basic and diluted loss per share          | $ | (0.03              | ) | $ | (0.00            | ) | $ | (0.05                          | )
|                                          |   |                    |   |   |                  |   |   |                                |  
|Weighted average number of shares         |   |                    |   |   |                  |   |   |                                |  
|outstanding                               |   | 46,207,625         |   |   | 34,607,000       |   |   | 46,207,625                     |  

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

F-4

---

|AMERICAN URANIUM CORPORATION         
|-------------------------------------
|(An exploration Stage Company)       
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(Expressed in US dollars)            
|(Unaudited  Prepared by Management) 

|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   | Inception (March        |  
|--------------------------------------------------- | - | ---------------------------- | - | - | -------------------------- | - | - | ---------- | - | - | --------- | - | - | ----------------------- | -
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   | **23, 2005) to August** |  
|                                                    |   | Three Months Ended August 31 |   |   | Six Months Ended August 31 |   |   | 31, 2008   |  
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|                                                    |   | 2008                         |   |   | 2007                       |   |   | 2008       |   |   | 2007      |   |   |                         |  
|CASH FLOWS FROM OPERATING                           |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|ACTIVTIES                                           |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Net loss                                            | $ | (1,410,782                   | ) | $ | (73,403                    | ) | $ | (2,164,961 | ) | $ | (110,455  | ) | $ | (5,120,919              | )
|Items not affecting cash:                           |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Depreciation                                        |   | 487                          |   |   | 270                        |   |   | 1,004      |   |   | 540       |   |   | 3,036                   |  
|Donated
      rent and services                     |   | -                            |   |   | 2,250                      |   |   | -          |   |   | 4,500     |   |   | 21,750                  |  
|Stock-based compensation                            |   | 537,703                      |   |   | 19,726                     |   |   | 662,035    |   |   | 19,726    |   |   | 1,113,033               |  
|Changes in assets and liabilities                   |   | -                            |   |   | -                          |   |   | -          |   |   | -         |   |   | -                       |  
|Receivables                                         |   | (22,883                      | ) |   | -                          |   |   | (22,883    | ) |   | -         |   |   | (22,883                 | )
|Prepaid
      expenses                              |   | -                            |   |   | (33,000                    | ) |   | 275,000    |   |   | (33,000   | ) |   | -                       |  
|Accounts payable and accrued liabilities            |   | (97,521                      | ) |   | (3,568                     | ) |   | (83,633    | ) |   | 30,178    |   |   | 813,645                 |  
|Due to related party                                |   | 57,521                       |   |   | (1,100                     | ) |   | 32,440     |   |   | (15,291   | ) |   | 32,440                  |  
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Net
      cash used in operating activities         |   | (935,475                     | ) |   | (88,825                    | ) |   | (1,300,998 | ) |   | (103,802  | ) |   | (3,159,898              | )
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|CASH FLOWS FROM FINANCING                           |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|ACTIVTIES                                           |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Proceeds from issuance of common stock              |   | -                            |   |   | 5,037,404                  |   |   | -          |   |   | 5,187,404 |   |   | 6,399,350               |  
|Share issuance costs                                |   | -                            |   |   | -                          |   |   | -          |   |   | -         |   |   | (283,444                | )
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Net cash provided by financing activities           |   | -                            |   |   | 5,037,404                  |   |   | -          |   |   | 5,187,404 |   |   | 6,115,906               |  
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|CASH FLOWS FROM INVESTING                           |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|ACTIVITIES                                          |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Acquisition of mineral rights                       |   | -                            |   |   | -                          |   |   | -          |   |   | -         |   |   | (300,000                | )
|Exploration advances                                |   | (585,508                     | ) |   | -                          |   |   | (924,988   | ) |   | -         |   |   | (766,406                | )
|Purchase of equipment                               |   | -                            |   |   | -                          |   |   | -          |   |   | (10,992   | ) |   | (10,992                 | )
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Net cash used in investing activities               |   | (585,508                     | ) |   | -                          |   |   | -          |   |   | (10,992   | ) |   | (1,077,398              | )
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Increase (decrease) in cash and cash                |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|equivalents, during the period                      |   | (1,520,983                   | ) |   | 4,948,579                  |   |   | (2,225,986 | ) |   | 5,072,610 |   |   | 1,878,610               |  
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Cash and cash
      equivalent, beginning of period |   | 3,399,593                    |   |   | 151,159                    |   |   | 4,104,596  |   |   | 27,128    |   |   | -                       |  
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|Cash and cash
      equivalent, end of period       | $ | 1,878,610                    |   | $ | 5,099,738                  |   | $ | 1,878,610  |   | $ | 5,099,738 |   | $ | 1,878,610               |  
|                                                    |   |                              |   |   |                            |   |   |            |   |   |           |   |   |                         |  
|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-5

---

|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
      August 31, 2008
|(Expressed in US dollars)                                                      
|(Unaudited  Prepared by Management)                                           

|                               |  |              |   |   |        |   |   |                   |   |   |         |  |   | Deficit     |   |   |               |  
|------------------------------ |  | ------------ | - | - | ------ | - | - | ----------------- | - | - | ------- |  | - | ----------- | - | - | ------------- | -
|                               |  |              |   |   |        |   |   | Additional        |   |   |         |  |   | Accumulated |   |   |               |  
|                               |  | Number of    |   |   |        |   |   | Paid-in           |   |   |         |  |   | During the  |   |   | Total         |  
|                               |  | common       |   |   | Par    |   |   | (distribution of) |   |   | Donated |  |   | Exploration |   |   | Stockholders |  
|                               |  | shares       |   |   | Value  |   |   | Capital           |   |   | Capital |  |   | stage       |   |   | Equity        |  
|Balance, March 23, 2005        |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|(date of inception)            |  | -            |   | $ | -      |   | $ | -                 |   | $ | -       |  | $ | -           |   | $ | -             |  
|Shares issued:                 |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Initial
      capitalization   |  | 250,000,000  |   |   | 2,500  |   |   | (2,450            | ) |   | -       |  |   | -           |   |   | 50            |  
|Donated services               |  | -            |   |   | -      |   |   | -                 |   |   | 8,250   |  |   | -           |   |   | 8,250         |  
|Net loss for the period        |  | -            |   |   | -      |   |   | -                 |   |   | -       |  |   | (23,321     | ) |   | (23,321       | )
|                               |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Balance, February 29, 2006     |  | 250,000,000  |   |   | 2,500  |   |   | (2,450            | ) |   | 8,250   |  |   | (23,321     | ) |   | (15,021       | )
|Shares issued:                 |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Private
      placements       |  | 26,487,500   |   |   | 265    |   |   | 52,665            |   |   | -       |  |   | -           |   |   | 52,930        |  
|Donated services               |  | -            |   |   | -      |   |   | -                 |   |   | 9,000   |  |   | -           |   |   | 9,000         |  
|Net loss for the year          |  | -            |   |   | -      |   |   | -                 |   |   | -       |  |   | (36,464     | ) |   | (36,464       | )
|                               |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Balance, February 28, 2007     |  | 276,487,500  |   |   | 2,765  |   |   | 50,215            |   |   | 17,250  |  |   | (59,785     | ) |   | 10,445        |  
|Shares issued:                 |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Private
      placements       |  | 8,461,829    |   |   | 85     |   |   | 6,346,285         |   |   | -       |  |   | -           |   |   | 6,346,370     |  
|Acquisition of mineral rights  |  | 6,000,000    |   |   | 60     |   |   | 7,859,940         |   |   | -       |  |   | -           |   |   | 7,860,000     |  
|Shares returned to treasury    |  | (245,000,000 | ) |   | (2,450 | ) |   | 2,450             |   |   | -       |  |   | -           |   |   | -             |  
|Share issue costs              |  | -            |   |   | -      |   |   | (283,444          | ) |   | -       |  |   | -           |   |   | (283,444      | )
|Finders fees                  |  | 258,296      |   |   | 2      |   |   | (2                | ) |   | -       |  |   | -           |   |   | -             |  
|Donated services               |  | -            |   |   | -      |   |   | -                 |   |   | 4,500   |  |   | -           |   |   | 4,500         |  
|Stock-based compensation       |  | -            |   |   | -      |   |   | 450,998           |   |   | -       |  |   | -           |   |   | 450,998       |  
|Net loss for
      the year    |  | -            |   |   | -      |   |   | -                 |   |   | -       |  |   | (2,896,173  | ) |   | (2,896,173    | )
|                               |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Balance, February 29, 2008     |  | 46,207,625   |   |   | 462    |   |   | 14,426,442        |   |   | 21,750  |  |   | (2,955,958  | ) |   | 11,492,696    |  
|Stock-based compensation       |  | -            |   |   | -      |   |   | 662,035           |   |   | -       |  |   | -           |   |   | 662,035       |  
|Net loss for
      the period  |  | -            |   |   | -      |   |   | -                 |   |   | -       |  |   | (2,164,961  | ) |   | (2,164,961    | )
|                               |  |              |   |   |        |   |   |                   |   |   |         |  |   |             |   |   |               |  
|Balance, August
      31, 2008 |  | 46,207,625   |   | $ | 462    |   | $ | 15,088,477        |   | $ | 21,750  |  | $ | (5,120,919  | ) | $ | 9,989,770     |  

On April 10, 2007, the Company effected a 50:1 forward stock
split of the authorized, issued and outstanding common stock (Note 1). 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-6

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | 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 $5,120,919 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 six month period ended August
      31, 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-7

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|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 August 31, 2008,
      potentially dilutive common shares relating to options and warrants
      outstanding totalling 6,080,914 (February 29, 2008  5,630,914) 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-8

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

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

F-9

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | periods at initial adoption. The adoption of this
      statement is not expected to have a material effect on our 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| |                    |   | August 31, 2008 |  |   | February 29, 2008 | 
| | ------------------ | - | --------------- |  | - | ----------------- | 
| |                    |   |                 |  |   | Accumulated       | 
| |                    |   | Cost            |  |   | Depreciation      | 
| | Office equipment   | $ | 3,153           |  | $ | 779               | 
| | Computer equipment |   | 7,839           |  |   | 2,257             | 
| |                    | $ | 10,992          |  | $ | 3,036             | 

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

- Issue 6,000,000 shares of common stock (issued at
  a value of $7,860,000);
- Reimburse Strathmore 100% of the expenditures
  incurred by Strathmore for the property, up to a maximum of $300,000 (paid),
  plus any funds spent by Strathmore to acquire additional uranium leases (which
  will then form part of the property); none were acquired, so total payment due
  was $300,000; and

F-10

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

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

- Contribute a total of $33,000,000 in expenditures
  on the property over a six year period, of which $1,500,000 must be incurred
  in the first year, $1,500,000 in the second year, $2,000,000 in the third
  year, and $28,000,000 before the end of the sixth year.

The Company will have earned a 22.5%
interest once $12,375,000 of the required expenditures has been incurred. The
remaining 37.5% interest will be earned upon incurring the balance of
$20,625,000 in required expenditures. Strathmore is the operator of the property
until the Company has earned a 60% interest. As at August 31, 2008, the Company
has paid Strathmore, as operator, all funds required through August 31, 2008
towards exploration work on the property resulting in $741,293 of exploration
advances to Strathmore.

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:

| |                            |   | Three    |  |   | Three    |  |   | Six      |  |   | Six      |  |   | Inception    | 
| | -------------------------- | - | -------- |  | - | -------- |  | - | -------- |  | - | -------- |  | - | ------------ | 
| |                            |   | months   |  |   | months   |  |   | months   |  |   | months   |  |   | (March 23,   | 
| |                            |   | ended    |  |   | ended    |  |   | ended    |  |   | ended    |  |   | **2005) to** | 
| |                            |   | August   |  |   | August   |  |   | August   |  |   | August   |  |   | August 31,   | 
| |                            |   | 31, 2008 |  |   | 31, 2007 |  |   | 31, 2008 |  |   | 31, 2007 |  |   | 2008         | 
| |                            |   |          |  |   |          |  |   |          |  |   |          |  |   |              | 
| | Pinetree/Reno Creek        |   |          |  |   |          |  |   |          |  |   |          |  |   |              | 
| | Property acquisition       | $ | 107,035  |  | $ | -        |  | $ | 143,048  |  | $ | -        |  | $ | 242,455      | 
| | Camp and field supplies    |   | 13,153   |  |   | -        |  |   | 19,988   |  |   | -        |  |   | 20,687       | 
| | Drilling                   |   | 875      |  |   | -        |  |   | 1,100    |  |   | -        |  |   | 1,100        | 
| | Environmental & permitting |   | 499,381  |  |   | -        |  |   | 653,546  |  |   | -        |  |   | 739,867      | 
| | Geological and geophysical |   | 2,016    |  |   | -        |  |   | 110,806  |  |   | -        |  |   | 1,112,967    | 
| | Travel and accommodation   |   | 1,349    |  |   | -        |  |   | 7,095    |  |   | -        |  |   | 23,035       | 
| |                            |   | 623,809  |  |   | -        |  |   | 935,583  |  |   | -        |  |   | 2,140,111    | 
| | Other                      |   | -        |  |   | -        |  |   | -        |  |   | -        |  |   | 8,750        | 
| |                            | $ | 623,809  |  | $ | -        |  | $ | 935,583  |  | $ | -        |  | $ | 2,148,861    | 

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

F-11

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|5. | COMMON STOCK(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On June 1, 2007, the current President of the Company
      returned, for no consideration, 245,000,000 post-split shares of common
      stock to treasury for cancellation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On August 24, 2007, the Company issued 6,000,000 shares
      of common stock with a value of $7,860,000 pursuant to an option agreement
      with Strathmore (Note 4).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In August 2007, the Company completed a private placement
      consisting of 8,086,829 units at a price of $0.75 per unit for aggregate
      proceeds of $6,065,120. 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 $1.25 per share until
      August 23, 2009. The Company agreed to issue finders fees to various
      finders regarding all investors at a rate of 7.5%, up to half to be issued
      in stock and the remainder in cash.                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In September 2007, the Company issued 258,296 common
      shares for finders fees with a value of $348,700 of which $2 was credited
      to common stock and $348,698 was credited to additional paid-in capital.
      The fair value of $348,700 was also charged to additional paid-in capital
      as a cost of share issuance. The cash portion of finders fees paid
      amounted to $283,444 and was also charged to additional paid-in capital as
      a cost of share issuance.                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In January 2008, the Company completed a private
      placement consisting of 375,000 units at a price of $0.75 per unit for
      aggregate proceeds of $281,250. Each unit consisted of one common share
      and one-half of one share purchase warrant. One whole warrant is
      exercisable into one additional common share at a price of $1.25 per share
      until August 23, 2009. The Company agreed to issue finders fees to
      various finders regarding all investors at a rate of 7.5%, up to half to
      be issued in stock and the remainder in cash.                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company agreed to use its best efforts to register
      the August 2007 and January 2008 private placement common shares for
      resale by the purchasers within 180 days of issue. The Company also
      agreed, if the shares had not been registered by that date, to pay as a
      penalty to each purchaser an amount equal to 2% of the amount invested for
      each month that the shares remained unregistered, to a maximum of 6
      months. At August 31, 2008, the shares had not been registered for resale
      and, as a consequence, the Company has accrued in accounts payable the
      full penalty as a financing cost in the amount of $761,565.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Share purchase warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Share purchase warrant transactions are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                                  |  |           |  |   | Weighted       | 
| | ------------------------------------------------ |  | --------- |  | - | -------------- | 
| |                                                  |  | Number of |  |   | Average        | 
| |                                                  |  | Warrants  |  |   | Exercise Price | 
| |                                                  |  |           |  |   |                | 
| | Balance at inception and February 28, 2007       |  | -         |  | $ | -              | 
| | Issued                                           |  | 4,230,914 |  |   | 1.25           | 
| | Balance at February 29, 2008 and August 31, 2008 |  | 4,230,914 |  | $ | 1.25           | 

At August 31, 2008, the following share
purchase warrants were outstanding and exercisable:

| | Number of Shares | Exercise Price | Expiry Date    
| | ---------------- | -------------- | ---------------
| | 4,230,914        | 1.25           | August 23, 2009

F-12

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|5. | COMMON STOCK(continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company adopted a Stock Option Plan dated September
      15, 2007 under which the Company is authorized to grant stock options to
      acquire up to a total of 5,000,000 shares of common stock. At August 31,
      2008, the Company had 3,150,000 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 re- measured on each balance sheet date using the
      Black-Scholes option pricing model.                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company uses historical data to estimate option
      exercise, forfeiture and employee termination within the valuation model.
      For non-employees, the expected term of the options approximates the full
      term of the options. The risk-free interest rate is based on a treasury
      instrument whose term is consistent with the expected term of the stock
      options. The Company has not paid and does not anticipate paying dividends
      on its common stock; therefore, the expected dividend yield is assumed to
      be zero. In addition, SFAS No. 123R requires companies to utilize an
      estimated forfeiture rate when calculating the expense for the reporting
      period.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Stock option transactions are summarized as
    follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

| |                              |  |           |   |   | Weighted       | 
| | ---------------------------- |  | --------- | - | - | -------------- | 
| |                              |  | Number of |   |   | Average        | 
| |                              |  | Options   |   |   | Exercise Price | 
| | Balance at February 28, 2007 |  | -         |   | $ | -              | 
| | Granted                      |  | 1,475,000 |   |   | 1.10           | 
| | Forfeited                    |  | (75,000   | ) |   | 1.50           | 
| | Balance at February 29, 2008 |  | 1,400,000 |   |   | 1.08           | 
| | Granted                      |  | 1,050,000 |   |   | 1.14           | 
| | Cancelled/forfeited          |  | (600,000  | ) |   | 1.20           | 
| | Balance at August 31, 2008   |  | 1,850,000 |   | $ | 1.06           | 

The weighted average fair value per
stock option granted during the period ended August 31, 2008 was $0.54 (August
31, 2007 - $1.18) .

At August 31, 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     | 
| |             |  |   |          |  |   |           |  |  |                    |  |  |             |  |   |           | 
| | 300,000     |  | $ | 1.00     |  | $ | -         |  |  | January 15, 2013   |  |  | 75,000      |  | $ | -         | 
| | 300,000     |  | $ | 0.85     |  | $ | -         |  |  | February 14, 2013  |  |  | 75,000      |  | $ | -         | 
| | 250,000     |  | $ | 0.80     |  | $ | -         |  |  | March 14, 2013     |  |  | 25,000      |  | $ | -         | 
| | 800,000     |  | $ | 1.25     |  | $ | -         |  |  | August 1, 2012     |  |  | 800,000     |  | $ | -         | 
| | *125,000    |  | $ | 1.20     |  | $ | -         |  |  | September 15, 2012 |  |  | *125,000    |  | $ | -         | 
| | *75,000     |  | $ | 1.20     |  | $ | -         |  |  | September 20, 2012 |  |  | *75,000     |  | $ | -         | 
| | 1,850,000   |  |   |          |  | $ | -         |  |  |                    |  |  | 1,175,500   |  | $ | -         | 

* Subsequent to the quarter ended
August 31, 2008, these options were cancelled/forfeited.

F-13

---

|AMERICAN URANIUM CORPORATION                  
|----------------------------------------------
|(An exploration Stage Company)                
|NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|5. | COMMON STOCK (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | On March 14, 2008, the Company granted 250,000 stock
      options to a consultant at an exercise price of $0.80 per share,
      exercisable until March 14, 2013. The 10% of options vest on the grant
      date with 30% vesting on every anniversary grant date
thereafter.                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | During the quarter ended August 31, 2008, the Company
      issued 800,000 options to a former consultant as a termination settlement.
      The option vest immediately, with exercise price of $1.25 per share and
      expiry date of August 1, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The fair value of stock options granted during the six
      month period ended August 31, 2008 was $570,328 (August 31, 2007 -
      $19,726). 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 six month period ended August 31, 2008, the Company recorded
      stock-based compensation of $472,960 (August 31, 2007 - $19,726) as
      consulting fees and $189,075 (August 31, 2007 - $Nil) as management
      fees.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The following weighted-average assumptions were used for
      the Black-Scholes valuation of stock options
granted:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                  |  | Period Ended    |  |  | Year
      Ended  | 
| | -------------------------------- |  | --------------- |  |  | ----------------- | 
| |                                  |  | August 31, 2008 |  |  | February 29, 2008 | 
| |                                  |  |                 |  |  |                   | 
| | Risk-free interest rate          |  | 2.98%           |  |  | 3.29%             | 
| | Expected life of options (years) |  | 5               |  |  | 5                 | 
| | Expected volatility              |  | 215%            |  |  | 118%              | 
| | Dividend rate                    |  | 0%              |  |  | 0%                | 

The following table summarizes
information regarding the non-vested stock purchase options outstanding as of
August 31, 2008:

| |                                         |  | Number of |   |   | Weighted Average Grant Date | 
| | --------------------------------------- |  | --------- | - | - | --------------------------- | 
| |                                         |  | Options   |   |   | Fair Value                  | 
| | Non-vested options at February 29, 2008 |  | 1,050,000 |   | $ | 0.94                        | 
| | Granted                                 |  | 1,050,000 |   | $ | 0.55                        | 
| | Vested                                  |  | (825,000  | ) | $ | 0.54                        | 
| | Cancelled/forfeited                     |  | -         |   | $ | -                           | 
| | Non-vested options at August 31, 2008   |  | 1,275,000 |   | $ | 0.94                        | 

At August 31, 2008, there was
unamortized compensation expense of $486,521 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
|(Expressed in US dollars)                     
|(Unaudited  Prepared by Management)          
|August 31, 2008                               

|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | The Company owes related officers $32,440 as at August
      31, 2008 (February 29, 2008 - $Nil). The Company incurred the following
      expenses with companies related by way of officers in common and with a
      company with whom a director is associated. These 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. There are no specific repayment
terms.

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

|7. | SUPPLEMENTAL DISCLOSRE WITH RESPECT TO CASH
      FLOWS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | There were no non-cash transactions during the six month
      period ended August 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | During the six month period ended August 31, 2007, the
      Company issued 6,000,000 common shares to Strathmore in connection with an
      option agreement. The shares were valued at $7,860,000.                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|8. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | a) In September 2008, the Company completed a lease and
      option agreement with Nu Star Exploration LLC (Nu Star), whereby the
      Company is granted the exploration rights in certain mining claims located
      in Northwest Arizona. As a consideration, the Company paid the sum of
      $119,550 and issued 150,943, valued at $0.53 per share, common shares of
      the Company. Pursuant to the terms and conditions of the agreement, the
      Company has the option to extend the lease term and to purchase the Nu
      Starts right, title and interest in certain mining claims.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b) In October 2008, the Board of Directors approved the
      consolidation of the Companys shares on a basis of 46 shares to 1 new
      common share of the Company. The transaction is subject to regulatory
      approval.                                                                                                                                                                                                                                                                                                                                                                             

F-15

---

FORWARD LOOKING STATEMENTS.

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

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

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

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

2

---

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.

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

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

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

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

Current Status of Exploration Projects

American Uranium Corporation has announced an exploration
program at its cornerstone Reno Creek deposit in Wyoming. Analysis of historical
data (including 1,100 drill hole logs) acquired from Power Resources Inc.
convinced 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.

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
year and may be cancelled or renewed by either party.

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 $119,550 paid on September 18th to complete
1st years cash paid for lease) and 150,943 shares.

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:

3

---

Lease Period
    Total amount of Expenditures required to
      be incurred on or for the benefit of the PropertiesSeptember 18, 2008 through September 17, 2009 [Initial
      Term]
    $NILSeptember 18, 2009 through September 17, 2010 [1st
      Renewal Term]
    $250,000September 18, 2010 through September 17, 2011 [2nd
      Renewal Term]
    $400,000September 18, 2011 through September 17, 2012 [3rd
      Renewal Term]
    $400,000All subsequent lease renewal Terms
    $400,000


Because uranium exploration work is weather dependent, the
preponderance of exploration expenditures tends to occur during the 6-8 warmer
months of each year.

Liquidity and Capital Resources

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

|                          |   | August 31, 2008 |  |   | February 29, 2008 | 
|------------------------- | - | --------------- |  | - | ----------------- | 
|Current Assets            | $ | 1,901,493       |  | $ | 4,379,596         | 
|Current
      Liabilities |   | 846,085         |  |   | 1,055,860         | 
|Working Capital           | $ | 1,055,408       |  | $ | 3,323,736         | 

|Cash Flows                             |   | Three months ended |   |   | Six months ended |  
|-------------------------------------- | - | ------------------ | - | - | ---------------- | -
|                                       |   | August 31          |   |   | August 31        |  
|                                       |   | 2008               |   |   | 2007             |  
|Cash flow from operating activities    | $ | (935,475           | ) | $ | (88,825          | )
|Cash flow used in investing activities |   | (585,508           | ) |   | -                |  
|Cash provided by financing activities  |   | -                  |   |   | 5,037,404        |  
|Net increase
      (decrease) in cash  | $ | (1,520,983         | ) | $ | 4,948,579        |  

As of August 31, 2008, we had cash of $1,878,610 and working
capital of $1,055,408 compared to cash of $4,104,596 and working capital of
$3,323,736 as of February 29, 2008. We have suffered recurring losses from
inception. Our ability to meet our financial liabilities and commitments is
primarily dependent upon the continued financial support of our directors and
shareholders, the continued issuance of equity to new or existing shareholders,
and our ability to achieve and maintain profitable operations.

4

---

Working Capital

The decrease in our working capital from $3,323,736 as at
February 29, 2008 to $1,055,408 as at August 31, 2008 was primarily due to the
exploration advance we made in the amount of $766,406, payment of $61,875 in
accrued finder fees from prior year, payment of $58,271 in legal fees, $82,305
in accounting fees, $35,000 in director insurance, $935,585 in mineral
exploration expenditures, $121,914 in investor relation, and $115,936 in
management fee.

Cash Used in Operating Activities

During the three months ended August 31, 2008 we used net cash
in operating activities in the amount of $935,475. The cash used in quarter
ended August 31, 2008 by our operating activities is primarily represented by
mineral property expenditures, administrative expenses and investor relations
net of interest income comprise the balance. For the prior year the cash used in
operating activities is represented solely by administrative expenses.

Cash Used in Investing Activities

During the three months ended August 31, 2008, we had incurred
a net amount of $585,508 due to advances to the exploration activities.

Cash Provided by Financing Activities

During the three months period ended August 31, 2008, we did
not raise any additional capital. For the comparative period ended August 31,
2007, we had raised a total of $5,037,404 in cash by issuing common shares of
the Company.

Results of Operation

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

In the table below shows our operating results for the three
and six months ended August 31, 2008 and our operating results for the three and
six months ended August 31, 2007:

|                                    |   | Three Months Ended |   |   | Six Months Ended |  
|----------------------------------- | - | ------------------ | - | - | ---------------- | -
|                                    |   |                    |   |   |                  |  
|                                    |   | August 31          |   |   | August 31        |  
|                                    |   |                    |   |   |                  |  
|                                    |   | 2008               |   |   | 2007             |  
|Expenses                            |   |                    |   |   |                  |  
|Consulting fees                     | $ | 456,350            |   | $ | 19,726           |  
|Depreciation                        |   | 487                |   |   | 270              |  
|Financing costs                     |   | -                  |   |   | -                |  
|General and administrative          |   | 123,044            |   |   | 13,814           |  
|Investor relations                  |   | 11,969             |   |   | 13,061           |  
|Legal and accounting                |   | 40,433             |   |   | 45,761           |  
|Management fees                     |   | 160,713            |   |   | 1,500            |  
|Mineral property
      expenditures |   | 623,809            |   |   | -                |  
|                                    | $ | (1,416,805         | ) | $ | (94,132          | )

5

---

Revenues

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

Consulting fees

For the six month period ended August 31, 2008, consulting fee
expense includes fees paid for consulting services as well as an aggregate of
$472,960 in stock-based compensation representing the fair value of vesting
stock options granted to consultants.

General and Administrative

The increase in our general and administrative expenses for the
three months ended August 31, 2008 was due to the increase in rent, travel for
financing activities, director insurance ($35,000 annual premium).

Legal and Audit

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

Management Fees

Management fees for the three months ended August 31, 2008
include fees paid to the Companys president of $45,000 and stock base
compensation expenses in an aggregate amount of $189,075. Management fees for
the six months ended August 31, 2007 represent services donated by the Companys
former president.

Mineral Property Exploration Costs

During the three months ended August 31, 2008 we expended
$623,809 on our Reno Creek project, of which $107,035 on property acquisition,
$13,153 was spent on camp and field supplies, $499,381 was spend on
environmental and permitting activities, $2,016 was expended on geological and
geophysical expenses and $1,349 was spent on travel, drilling and administrative
activities.

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Securities Exchange Act of 1934 (the Exchange Act), our companys principal
executive officer and principal financial officer evaluated 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. Based on this evaluation, our principal executive officer and
principal financial officer concluded that as of the end of the period covered
by this Quarterly Report on Form 10-Q, these disclosure controls and procedures
were not effective to

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ensure that the information required to be disclosed by our
company in reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
rules and forms of the Securities and Exchange Commission. Controls and
procedures are designed to ensure that such information is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, to allow timely decisions regarding required
disclosure.

In performing the evaluation, management identified material
weaknesses in our internal control processes regarding information technology
systems. These weaknesses include an inability to produce timely and accurate
financial statements, inadequate security, inadequate restricted access to
systems and insufficient disaster recovery plans. Management has also identified
material weaknesses in our internal control processes over procurement and
disbursements, primarily related to lack of segregations of duties.

More specifically, management has identified the following
weaknesses:

- Our company does not have a policy on fraud or a code of conduct or ethics;
- Our companys audit committee has no charter outlining duties and
  responsibilities;
- Our company does not have Human Resources policies and Procedures and
  Function Activities are not clearly defined;
- Our company does not have a specific Mission Statement or Key Performance
  indicators;
- Certain entity level controls establishing a tone at the top were
  considered material weaknesses;
- 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.

We have not yet been able to remediate the weaknesses
identified above. Management is currently evaluating remediation plans for the
above control deficiencies. We plan to implement changes in disclosure controls
and procedures during our fiscal year ending February 28, 2009 in order to
remediate existing weaknesses.

Because of the inherent limitations 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.

Accordingly, our principal executive officer and principal
financial officer concluded that the control deficiencies listed above resulted
in a reasonable possibility that a material misstatement of the annual or
interim financial statements will not be prevented or detected on a timely basis
by the companys internal controls.

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There have been no changes in our internal controls over
financial reporting during the quarter ended August 31, 2008 that have
materially affected or are reasonably likely to materially affect our internal
controls.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

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

Risks Related To Our Business

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

Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration program that we intend to
undertake on the Pine Tree-Reno Creek Property, 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.

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

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

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

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

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

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

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

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

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

Uranium prices have been highly volatile, and are affected by
numerous international economic and political factors over which American
Uranium has no control. The price of uranium has varied over the last five years
from a high of approximately $138.00 per pound to a low of approximately $10.00
per pound. The price as of October 13, 2008 was $.46.00 per
pound U3O8. Uranium is primarily used for power generation in nuclear power plants, and the number of customers
is somewhat limited in comparison to other global commodities. The price of
uranium is affected by numerous factors beyond our control, including the demand
for nuclear power, increased supplies from both existing and new uranium mines,
sales of uranium from existing government stockpiles, and political and
economic conditions.

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

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Risks Associated With Our Company

7. Because both the Pine Tree-Reno Creek Property and theArizona 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.

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

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

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

We have not generated any revenues since our inception and we
will continue to incur operating expenses without revenues until we are in
commercial deployment. Our net loss from March 23, 2005 (Inception) to August
31, 2008 was $5,120,919. We had cash and cash equivalents in the amount of
$1,878,610 as of August 31, 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.

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

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

10

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

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

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

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

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

Risks Associated With Our Common Stock

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

Sales of a substantial number of shares of our common stock in
the public market could cause a reduction in the price of our common stock. 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.

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

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

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

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

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

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

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

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

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

On September 18, 2008 we issued 150,943 shares of common stock
at a price of $0.53 per share pursuant to an agreement with Nu Star.

We issued the shares to one US 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.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number
    Description(3)
    (i) Articles of Incorporation; and (ii) Bylaws3.1
    Articles of Incorporation of the Registrant, filed as an
      exhibit to the registration statement on Form SB-2 filed on June 21, 2006.3.2
    By-laws of the Registrant, filed 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, filed as an
      exhibit to the current report on Form 8-K filed on April 12, 2007 and.(4)
    Instruments defining rights of security holders,
      including indentures4.1
    Specimen Stock Certificate, filed as an exhibit to the
      registration statement on Form SB-2 filed on June 21, 2006.(5)
    Opinion on Legality5.1
    Opinion of Clark Wilson LLP regarding the legality of the
      securities being registered(10)
    Material Contracts10.1
    Mining Claim, filed as an exhibit to the registration
      statement on Form SB-2 filed on June 21, 2006.10.2
    Affiliate Stock Purchase Agreement, filed as an exhibit
      to the current report on Form 8-K filed on April 23, 2007.10.3
    Letter of Intent, filed as an exhibit to the current
      report on Form 8-K filed on May 18, 2007.10.4
    Investor Relations Agreement, filed as an exhibit to the
      current report on Form 8-K filed on July 5, 2007.10.5
    Stock Option and Subscription Agreement, filed
      as an exhibit to the current report on Form 8-K filed on July 5, 2007.


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10.6
    Option and Joint Venture Agreement dated August 20, 2007,
      filed as an exhibit to the current report on Form 8-K on September 5,
      2007.10.7
    Form of Subscription Agreement Offshore subscribers,
      filed as an exhibit to the current report on Form 8-K on September 5,
      2007.10.8
    Form of Subscription Agreement US subscribers, filed as
      an exhibit to the current report on Form 8- K on September 5,
  2007.10.9
    Form of Warrant certificate Offshore subscribers, filed
      as an exhibit to the current report on Form 8- K on September 5, 2007 and
      incorporated herein by reference.10.10
    Form of Warrant certificate Canadian subscribers, filed
      as an exhibit to the current report on Form 8- K on September 5,
    2007.10.11
    Form of Warrant US subscribers, filed as an exhibit to
      the current report on Form 8-K on September 5, 2007.10.16
    2007 Stock Option Plan, filed as an exhibit to the
      current report on Form 8-K with the Commission on September 24, 2007 and
      incorporated herein by reference.10.17
    Purchase Agreement with Power Resources, Inc., dated
      October 10, 2007, filed as an exhibit to the current report on Form 8-K on
      October 10, 2007 and incorporated herein by reference.10.18
    Pine Tree-Reno Creek ISR Property Amendment to Option and
      Joint Venture Agreement, filed as an exhibit to the quarterly report on
      Form 10-QSB on January 22, 2008.10.19
    Form of Subscription Agreement Offshore subscribers
      (filed 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 (filed as
      an exhibit to our current report on Form 8-K filed on September 5,
      2007)10.21
    Form of Warrant certificate Offshore subscribers ( filed
      as an exhibit to our current report on Form 8-K filed on September 5,
      2007)10.22
    Form of Warrant U.S. subscribers (filed 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, filed 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, filed as an exhibit to the current report on Form 8-K
      on February 20, 2008.10.26
    Limited Liability Company Operating Agreement of AUC, LLC
      dated effective January 3, 2008, filed as an exhibit to the current report
      on Form 8-K on March 18, 2008.10.27
    Stock Option Agreement between the Company and Raymond
      Foucault dated March 14, 2008, filed as an exhibit to the current report on
    Form 8-K on April 7, 2008.


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10.28
      Lease and Option Agreement dated September 18,
        2008 with Nu Star Exploration LLC, filed 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, filed as an exhibit to
        our current report on Form 8-K filed on August 8, 2008.(21)
      Subsidiaries21.1
      American Uranium Corporation, our 100% owned
        subsidiary incorporated in Delaware(31)
      (i) Rule 13A-14(a)/15d-14(a) Certifications
        (ii) Rule 13a-14(d)/15d-14(d) Certifications31.1*
      Certification pursuant
        to, Section 302 of the Sarbanes-Oxley Act Of 2002(32)
      Section 1350 Certifications32.1*
      Certification pursuant
        to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
        Oxley Act Of 2002


*filed herewith

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SIGNATURES

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

/s/Robert A. RichBy: Robert A.
RichPresident, CEO, CFO, and Director (Principal Executive Officer,
Principal Accounting Officer and Principal Financial Officer) Dated: October
20, 2008

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