UNITED ~~STATESSECURITIES~~STATES SECURITIES 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 ~~May~~August 31, 2009

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

For the transition period from ~~_________________~~_________________________ to ~~__________________~~ _________________________

Commission File Number: 000-52824

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ~~Exchange~~ 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 [ ]

Yes [X] No [ ]

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

- ii -

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

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 2,007,946 shares of common stock are issued and outstanding as of ~~July 14~~October 13, 2009.

- iii -

TABLE OF CONTENTS

PART I—FINANCIAL INFORMATION 1 ITEM 1. FINANCIAL STATEMENTS. 1 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 211 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 2812 ITEM 4T. CONTROLS AND PROCEDURES 2812 PART II—OTHER INFORMATION 2913 ITEM 1. LEGAL PROCEEDINGS 2913 ITEM 1A. RISK FACTORS 2913 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. 342 20 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 3420 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 3420 ITEM 5. OTHER INFORMATION 3420 ITEM 6. EXHIBITS 3422 SIGNATURES 3725

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

2AMERICAN URANIUM CORPORATION (An Exploration Stage Company)

~~AMERICAN~~FINANCIAL ~~URANIUM~~STATEMENTS ~~CORPORATION (An Exploration Stage Company) CONSOLIDATED BALANCE SHEETS (Expressed in United States Dollars) (Unaudited)~~

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

(Expressed in United States Dollars)

~~The~~(Unaudited) ~~accompanying notes are an integral part of these consolidated financial statements.~~

3AUGUST 31, 2009

AMERICAN URANIUM CORPORATION (An ~~Exploration~~exploration Stage Company) ~~CONSOLIDATED~~ BALANCE ~~STATEMENTS~~SHEETS ~~OF OPERATIONS~~ (Expressed in ~~United~~US ~~States Dollars~~dollars) ~~(Unaudited)~~

								Inception
		August 31, 2009			February 28, 2009
		3 Months			3 Months			(March 23,
		(Unaudited)
		Ended			Ended			2005) to
ASSETS
		May 31,			May 31,			May 31,
Current
		2009			2008			2009
Cash	$	183,894		$	891,886
Expenses
Prepaid expenses		33,049			13,237
Consulting fees (Note 5)	$	21,547		$	43,628		$	617,208
Exploration advances (Note 4)		308,034			236,886
Depreciation		430			517			3,923
		524,977			1,142,009
Financing costs		-			-			761,565
Equipment (Note 3)		6,665			7,499
General and administrative		37,768			45,902			328,980
Mineral Property interests (Note 4)		2			2
Impairment of mineral interests (Note 4)		-			-			8,384,554
Total assets	$	531,644		$	1,149,510
Investor relations		-			109,945			298,157
LIABILITIES AND STOCKHOLDERS’ EQUITY
Legal and audit		67,728			100,141			609,157
Current
Management fees (Notes 5 and 6)		88,675			161,238			1,262,568
Accounts payable and accrued liabilities	$	55,328		$	91,271
Mineral property expenditures (Note 4)		51,374			311,773			2,485,957
Due to related party (Note 6)		40,000			36,093
Loss before other item		(267,522	)		(773,144	)		(14,752,069	)
		95,328			127,364
Interest income		-			18,967			135,723
Stockholders’ Equity
Net loss	$	(267,522	)	$	(754,177	)	$	(14,616,346	)
Common stock, 108,695,652 shares authorized with a
Basic and diluted loss per share	$	(0.13	)	$	(0.75	)
par value of $0.00001 (issued: August 31, 2009 –
Weighted average number of shares outstanding		2,007,946			1,004,514
2,007,946; February 28, 2009 – 2,007,946)		20			20
Additional paid-in capital		15,428,467			15,370,950
Deficit accumulated during exploration stage		(14,992,171	)		(14,348,824	)
Total stockholders’ equity		436,316			1,022,146
Total liabilities and stockholders’ equity	$	531,644		$	1,149,510

~~The~~Nature ~~accompanying~~of ~~notes~~Operations ~~are~~and anAbility ~~integral~~to ~~part~~Continue ofas ~~these consolidated~~a ~~financial~~going ~~statements.~~concern (Note 1)

4The accompanying notes are an integral part of these financial statements.

AMERICAN URANIUM CORPORATION (An Exploration Stage Company) CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY For the period from March 23, 2005 (Date of Inception) to May 31, 2009 (Expressed in United States Dollars) (Unaudited)F-2

										Deficit
										Accumulated
							Additional			During the			Total
	Number of						Paid-in			Exploration			Stockholders’
	common shares			Par Value			Capital			Stage			Equity
Balance, March 23, 2005	-		$	-		$	-		$	-		$	-
(date of inception)
Shares issued:
Initial capitalization	5,434,933			54			(4	)		-			50
Donated services	-			-			8,250			-			8,250
Net loss for the period	-			-			-			(23,321	)		(23,321	)
Balance, February 28, 2006	5,434,933						8,246			(23,321	)		(15,021	)
Shares issued:
Private placement	575,815			6			52,924			-			52,930
Donated services	-			-			9,000			-			9,000
Net loss for the year	-			-			-			(36,464	)		(36,464	)
Balance, February 28, 2007	6,010,748			60			70,170			(59,785	)		10,445
Shares issued:
Private placements	183,953			2			6,346,368			-			6,346,370
For purchase of mineral rights	130,435			1			7,859,999			-			7,860,000
Shares returned to treasury	(5,326,087	)		(53	)		53			-			-
Share issue costs	-			-			(283,444	)		-			(283,444	)
Finders' fee	5,615			-			-			-			-
Donated services	-			-			4,500			-			4,500
Stock-based compensation	-			-			450,998			-			450,998
Net loss for the year	-			-			-			(2,896,173	)		(2,896,173	)
Balance, February 29, 2008	1,004,664			10			14,448,644			(2,955,958	)		11,492,696
Shares issued
Private placements	1,000,000			10			100,000			-			100,010
Mineral rights	3,282			-			80,000			-			80,000
Stock-based compensation	-			-			742,306			-			742,306
Net loss for the year	-			-			-			(11,392,866	)		(11,392,866	)
Balance, February 28, 2009	2,007,946			20			15,370,950			(14,348,824	)		1,022,146
Stock-based compensation	-			-			28,686			-			28,686
Net loss for the period	-			-			-			(267,522	)		(267,522	)
Balance, May 31, 2009	2,007,946		$	20		$	15,399,636		$	( 14,616,346	)	$	783,310

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

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

		Three Months Ended						Six Months Ended						Inception (March 23,
														2005)


		August 31						August 31						to August 31, 2009

		2009			2008			2009			2008
Expenses
Consulting fees (Note 5)	$	14,156		$	456,350		$	35,703		$	499,978		$	631,364
Depreciation		404			487			834			1,004			4,327
Financing costs		-			-			-			-			761,565
General and administrative (Note 6)		23,034			123,044			60,802			168,946			352,014
Impairment of mineral interest		-			-			-			-			8,384,554
Investor relations		-			11,969			-			121,914			298,157
Legal and accounting		66,351			40,433			134,078			140,574			675,507
Management fees (Notes 5 and 6)		68,676			160,713			157,351			321,951			1,331,244
Mineral property expenditures (Note 4)		203,205			623,809			254,579			935,583			2,689,162
		(375,826	)		(1,416,805	)		(643,347	)		(2,189,950	)		(15,127,894	)
Loss before other item
Interest income		-			6,023			-			24,989			135,723

Net Loss	$	(375,826	)	$	(1,410,782	)	$	(643,347	)	$	(2,164,961	)		(14,992,171	)


Basic and diluted loss per share	$	(0.19	)	$	(1.40	)	$	(0.32	)	$	(2.16	)

Weighted average number of shares
outstanding		2,007,946			1,004,513			2,007,946			1,004,513

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

5F-3

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

		Three			Three			Inception
								Inception
		Months			Months			(March 23,
								(March 23,
		Ended			Ended			2005) to
								2005) to August
		May 31,			May 31,			May 31,
		Six Months Ended August 31						31, 2009
		2009			2008			~~2009~~
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVTIES
Net loss	$	(~~267~~643,~~522~~347	)	$	(~~754~~2,~~177~~164,961	)	$	(14,~~616~~992,~~346~~171	)
Items not affecting cash:
Depreciation		~~430~~834			~~517~~1,004			34,~~923~~327
Donated rent and services		-			-			21,750
Stock-based compensation		2857,~~686~~517			~~124~~662,~~330~~035			1,~~221~~250,~~990~~821
Write off of mineral interests		-			-			8,384,554
Write off of mining interests		-			-			8,384,554
Changes in assets and liabilities:
Prepaid expenses		6(19,~~862~~812	)		~~275~~(22,~~000~~883	)		(633,~~375~~049	)
Exploration advances and due to Strathmore		(80,050	)		(339,480	)		(316,936	)
Exploration advances		(71,148	)		275,000			(308,034	)
Due to related party		(9,269	)		13,889			26,824
Accounts payable and accrued liabilities		(35,943	)		(83,633	)		55,328
Accounts payable and accrued liabilities		(36,858	)		(25,082	)		54,413
Due to related party		3,907			32,440			40,000
Net cash used in operating activities		(~~357~~707,~~721~~992	)		(~~705~~1,~~003~~300,998	)		(5,~~226~~576,~~203~~474	)
CASH FLOWS FROM FINANCING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVTIES
Proceeds from issuance of capital stock		-			-			6,499,360
Proceeds from issuance of common stock		-			-			6,499,360
Cost of share issuance		-			-			(283,444	)
Share issuance costs		-			-			(283,444	)
Net cash provided by financing activities		-			-			6,215,916
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of mineral rights		-			-(924,988	)		(444,556	)
Purchase of equipment		-			-			(10,992	)
Net cash used in investing activities		-			-(924,988	)		(455,548	)
Increase (decrease) in cash and cash equivalents
Increase (decrease) in cash during the period		(707,992	)		(2,225,986	)		183,894
during the period		(357,721	)		(705,003	)		534,165
Cash, beginning of period		891,886			4,104,596			-
Cash and cash equivalents, beginning of period		891,886			4,104,596			-
Cash, end of period	$	183,894		$	1,878,610		$	183,894
Cash and cash equivalents, end of period	$	534,165		$	3,399,593		$	534,165
Cash paid for interest during the period	$	Nil		$	Nil
Cash paid for interest during the period	$	-		$	-
Cash paid for income taxes during the period	$	Nil		$	Nil
Cash paid for income taxes during the period	$	-		$	-
Supplemental disclosure with respect to cash flows
Cash paid for interest during the period	$	-		$	-
Cash paid for income taxes during the period	$	-		$	-

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

F- ~~6 -~~4

AMERICAN URANIUM CORPORATION (An exploration Stage Company) ~~NOTES~~ STATEMENT TOOF ~~CONSOLIDATED~~CHANGES ~~THE~~IN ~~FINANCIAL~~STOCKHOLDERS’ ~~STATEMENTS~~EQUITY For ~~May~~the Period from March 23, 2005 (Date of Inception) to August 31, 2009 (Unaudited) (Expressed in US dollars) ~~(Unaudited)~~

1.	NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN
											Deficit
	American Uranium Corporation (the “Company”) was incorporated in the State of Nevada on March 23, 2005 under the name Alpine Resources Corporation. On April 10, 2007, the Company changed its name to “American Uranium Corporation” by merging with its wholly owned subsidiary named “American Uranium Corporation”, a Nevada Corporation formed specifically for that purpose. On April 10, 2007, the Company effected a 50:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 5,000,000,000 shares of common stock with no change in par value. On October 17, 2008, the company effected a 46: 1 stock consolidation of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 5,000,000,000 shares of common stock to 108,695,652 shares of common stock.
		Number of						Additional			Accumulated			Total
	The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Statement No.7 and Securities and Exchange Commission (“SEC”) Industry Guide 7. The Company’s principal business is the acquisition and exploration of mineral property interests in the United States. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.
		common			Par			Paid-in			During the			Stockholders’
	These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has not generated revenues and has accumulated losses of $14,616,346 since inception and is unlikely to generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to achieve its operating objectives, confirmation of the Company’s interests in the underlying properties and the attainment of profitable operations. Management cannot provide assurances that such plans will occur. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
		shares			Value			Capital			Exploration stage			Equity
	The interim period financial statements have been prepared by the Company in conformity with generally accepted accounting principles in the United States of America. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements, and in the opinion of management these financial statements contain all adjustments necessary (consisting of normally recurring adjustments) to present fairly the financial information contained therein. Certain information and footnote disclosure normally included in the financial statements prepared in conformity with generally accepted accounting principles in the United States of America have been condensed or omitted. These interim period statements should be read together with the most recent audited financial statements and the accompanying notes for the year ended February 28, 2009. The results of operations for the three-month period ended May 31, 2009 are not necessarily indicative of the results to be expected for the year ending February 28, 2010.
Balance, March 23, 2005
	During the quarter ended May 31, 2009, the Company dissolved its wholly-owned inactive subsidiary, American Uranium Corporation, which was incorporated in Delaware.
(date of inception)		-		$	-		$	-		$	-		$	-
Shares issued:
Initial capitalization		5,434,933			54			(4	)		-			50
Donated services		-			-			8,250			-			8,250
Net loss for the period		-			-			-			(23,321	)		(23,321	)
Balance, February 29, 2006		5,434,933			54			8,246			(23,321	)		(15,021	)
Shares issued:
Private placements		575,815			6			52,924			-			52,930
Donated services		-			-			9,000			-			9,000
Net loss for the year		-			-			-			(36,464	)		(36,464	)
Balance, February 28, 2007		6,010,748			60			70,170			(59,785	)		10,445
Shares issued:
Private placements		183,953			2			6,346,368			-			6,346,370
Acquisition of mineral rights		130,435			1			7,859,999			-			7,860,000
Shares returned to treasury		(5,326,087	)		(53	)		53			-			-
Share issue costs		-			-			(283,444	)		-			(283,444	)
Finders’ fees		5,615			-			-			-			-
Donated services		-			-			4,500			-			4,500
Stock-based compensation		-			-			450,998			-			450,998
Net loss for the year		-			-			-			(2,896,173	)		(2,896,173	)
Balance, February 29, 2008		1,004,664			10			14,426,442			(2,955,958	)		11,492,696
Shares issued:
Private placements		1,000,000			10			100,000			-			100,010
Mineral rights		3,282			-			80,000			-			80,000
Stock-based compensation		-			-			742,306			-			742,306
Net loss for the year		-			-			-			(11,392,866	)		(11,392,866	)
Balance, February 28, 2009		2,007,946			20			15,370,950			(14,348,824	)		1,022,146
Shares issued:
Stock-based compensation		-			-			57,517			-			57,517
Net loss for the period		-			-			-			(643,347	)		(643,347	)
Balance, August 31, 2009		2,007,946		$	20		$	15,428,467		$	(14,992,171	)	$	436,316

-On 7October -17, 2008, the Company effected a 46:1 forward stock split of the authorized, issued and outstanding common stock (Note 5). All share and per share amounts have been retroactively adjusted for all periods presented.

~~AMERICAN~~The ~~URANIUM~~accompanying ~~CORPORATION~~notes ~~(An~~are ~~exploration~~an ~~Stage~~integral ~~Company)~~part ~~NOTES~~of TOthese ~~CONSOLIDATED~~financial statements. ~~THE FINANCIAL STATEMENTS May 31, 2009 (Expressed in US dollars) (Unaudited)~~

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

F-5

-AMERICAN 8URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

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

1.	NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A GOING CONCERN

	American Uranium Corporation (the “Company”) was incorporated in the State of Nevada on March 23, 2005 under the name Alpine Resources Corporation. On April 10, 2007, the Company changed its name to “American Uranium Corporation” by merging with its wholly owned subsidiary named “American Uranium Corporation”, a Nevada Corporation formed specifically for that purpose. On April 10, 2007, the Company effected a 50:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 5,000,000,000 shares of common stock with no change in par value. On October 17, 2008, the company effected a 46: 1 stock consolidation of the authorized, issued and outstanding common stock. As a result, the authorized share capital decreased from 5,000,000,000 shares of common stock to 108,695,652 shares of common stock.

	The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Statement No.7 and Securities and Exchange Commission (“SEC”) Industry Guide 7. The Company’s principal business is the acquisition and exploration of mineral property interests in the United States. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

	These financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. The Company has accumulated losses of $14,992,171 since inception and is unlikely to generate sufficient earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to achieve its operating objectives, confirmation of the Company’s interests in the underlying properties and the attainment of profitable operations. Management cannot provide assurances that such plans will occur. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

	The interim period financial statements have been prepared by the Company in conformity with generally accepted accounting principles in the United States of America. The preparation of financial data is based on accounting principles and practices consistent with those used in the preparation of annual financial statements, and in the opinion of management these financial statements contain all adjustments necessary (consisting of normally recurring adjustments) to present fairly the financial information contained therein. Certain information and footnote disclosure normally included in the financial statements prepared in conformity with generally accepted accounting principles in the United States of America have been condensed or omitted. These interim period statements should be read together with the most recent audited financial statements and the accompanying notes for the year ended February 28, 2009. The results of operations for the three-month period ended August 31, 2009 are not necessarily indicative of the results to be expected for the year ending February 28, 2010.

	During the quarter ended May 31, 2009, the Company dissolved its wholly-owned inactive subsidiary, American Uranium Corporation, which was incorporated in Delaware.

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

F-6

-AMERICAN 9URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

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

2.	SIGNIFICANT ACCOUNTING POLICIES

	Recent accounting pronouncements

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

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

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

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

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

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

F-7

-AMERICAN 10URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

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

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	Recent accounting pronouncements (continued)

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

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

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

	FSP 142-3

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

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)
	Comprehensive Loss
	SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting of comprehensive loss and its components in the financial statements. As at May 31, 2009 and May 31, 2008, the comprehensive loss and net loss are the same. Therefore, the Company has not included a schedule of comprehensive loss in the financial statements.
	Financial Instruments
	Financial instruments which include cash and cash equivalents, exploration advances, accounts payable and accrued liabilities and due to related party were estimated to approximate their carrying values due to the immediate short-term maturity of these financial instruments. Some of the Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign currency exchange rates and the degree of volatility of those rates. Currently the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
	Basic and Diluted Loss Per Share
	The Company computes its net loss per share in accordance with SFAS No. 128, “Earnings per Share”. SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. At May 31, 2009, potentially dilutive common shares relating to options and warrants outstanding totalling 127,846 (February 29, 2009 – 127,846) were not included in the computation of loss per share because the effect was anti-dilutive.
	Comparative figures
	Certain comparative figures have been reclassified to conform to the current year’s presentation.
	Recent accounting pronouncements
	In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements.” Among other requirements, SFAS 157 defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 did not have an impact on the Company’s consolidated balance sheets or statements of operations.
	In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This pronouncement permits entities to choose to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. SFAS 159 is effective for fiscal years beginning November 15, 2007, and early application is allowed under certain circumstances. The adoption of SFAS 159 did not have an impact on the Company’s consolidated balance sheets or statements of operations.

F-8

-AMERICAN 11URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

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

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

	Recent accounting pronouncements (continued)

	APB 14-1

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

3.	EQUIPMENT

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)
			August 31, 2009						February 28, 2009
	Recent accounting pronouncements (continued)
					Accumulated		Net Book				Accumulated		Net Book
	In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” which changes how business acquisitions are accounted. SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent considerations); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition- related restructuring costs, in-process research and development, indemnification assets and tax benefits. SFAS No. 141R is effective for business combinations and adjustments to an acquired entity’s deferred tax asset and liability balances occurring for fiscal years beginning on after December 15, 2008. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.
			Cost		Depreciation		Value		Cost		Depreciation		Value
	In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement, an amendment of ARB No. 51,” which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCI) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The provisions of the standard are to be applied to all NCI’s prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively to all periods presented. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.
	Office equipment	$	3,153	$	1,274	$	1,879	$	3,153	$	957	$	2,196
	In March 2008, the FASB issued SFAS 161 “Disclosures about Derivative Instruments and Hedging Activities – an amendment of SFAS 133. This Statement requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.
	Computer equipment		7,839		3,053		4,786		7,839		2,536		5,303
	In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted Accounting Principles." The current GAAP hierarchy, as set forth in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards No. 69, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles, has been criticized because (1) it is directed to the auditor rather than the entity, (2) it is complex, and (3) it ranks FASB Statements of Financial Accounting Concepts. The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. Accordingly, the FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and is issuing this Statement to achieve that result. This Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The adoption of FASB 162 is not expected to have a material impact on the Company's consolidated financial statements.
		$	10,992	$	4,327	$	6,665	$	10,992	$	3,493	$	7,499

- 12 -

4.	MINERAL PROPERTY INTERESTS

	a)	Effective August 20, 2007 and the subsequent agreement with effective date January 3, 2008, the Company entered into an option agreement with Strathmore Resources (US) Ltd (“Strathmore”) to earn up to a 60% interest in the Pinetree-Reno Creek uranium properties located in Campbell County, Wyoming. The property is held by AUC LLC, wholly-owned by Strathmore, and the Company will effectively earn an interest in the properties by earning an interest in the LLC. Pursuant to the terms of the agreement, to earn its interest the Company is required to:

			Issue 130,435 shares of common stock (which were issued during the year ended February 29, 2008 with a quoted market value of $7,860,000);
			Reimburse Strathmore 100% of the expenditures incurred by Strathmore for the property, up to a maximum of $300,000 (paid), plus any funds spent by Strathmore to acquire additional uranium leases (which will then form part of the property) of which none were acquired; and
			Contribute a total of $33,000,000 to cover expenditures on the property over a six-year period, of which $1,500,000 must be incurred in the first year (paid), $1,500,000 in the second year, $2,000,000 in the third year, and $28,000,000 before the end of the sixth year.

		The Company will have earned a 22.5% interest once $12,375,000 of the required expenditures has been incurred. The remaining 37.5% interest will be earned upon incurring the balance of $20,625,000 in required expenditures. Strathmore is the operator of the property until the Company has earned a 60% interest. As at August 31, 2009, the Company has advanced to Strathmore, as operator, $308,034 (February 28, 2009 - $236,886) in respect of future exploration on the property.

		Subsequent to the agreement with Strathmore, a director of Strathmore became a director of the Company. In January 2008, that director resigned as a director of the Company.

~~AMERICAN~~F-9 ~~URANIUM CORPORATION (An exploration Stage Company) NOTES TO CONSOLIDATED THE FINANCIAL STATEMENTS May 31, 2009 (Expressed in US dollars) (Unaudited)~~

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

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

			May 31, 2009						February 28, 2009
4.	MINERAL PROPERTY INTERESTS (continued)
					Accumulated		Net Book				Accumulated		Net Book
	b)	Effective September 18, 2008, the Company entered into an option agreement with Nu Star Exploration, LLC (“Nu Star”) to earn 100% interest in various mining claims known as “Big”, “Candy”, “Rush”, and “Wit” in the State of Arizona for a term of one year. Collectively, these mineral claims are referred to as “Arizona Properties”. In consideration, the Company agreed to pay Nu Star the sum of $144,556 (paid) and issue 3,282 shares (issued) of common stock with a quoted market value of $80,000.
			Cost		Depreciation		Value		Cost		Depreciation		Value
		In consideration of any renewal terms entered into by the Company, the Company agrees to make additional cash payments or issue common shares to Nu Star as follows:
	Office equipment	$	3,153	$	1,122	$	2,031	$	3,153	$	957	$	2,196
	Computer equipment		7,839		2,801		5,038		7,839		2,536		5,303
		$	10,992	$	3,923	$	7,069	$	10,992	$	3,493	$	7,499

- 13 -

Renewal Term	Cash	Value of Shares

September 18, 2009 through
September 17, 2010 (1st Renewal Term)	$100,000	$100,000

September 18, 2010 through
September 17, 2011 (2nd Renewal Term)	$125,500	$125,500

September 18, 2011 through
September 17, 2012 (3rd Renewal Term)	$150,500	$150,500

	An amount equivalent to	An amount equivalent to
September 18, 2012 through September 17, 2013 (4^th	previous Lease Renewal Term	previous Lease Renewal Term
Renewal Term) and all Subsequent Renewal Terms	plus $25,000	plus $25,000

~~AMERICAN~~The ~~URANIUM CORPORATION (An exploration Stage~~ Company) ~~NOTES~~paid TOthe ~~CONSOLIDATED~~Bureau ~~THE~~of ~~FINANCIAL~~Land Management ~~STATEMENTS~~$62,860 ~~May~~for ~~31,~~renewal ~~2009~~fees ~~(Expressed~~due infor USthe ~~dollars)~~Arizona ~~(Unaudited)~~Properties.

4.	MINERAL PROPERTY INTERESTS
	a)	Effective August 20, 2007 and the subsequent agreement with effective date January 3, 2008, the Company entered into an option agreement with Strathmore Resources (US) Ltd (“Strathmore”) to earn up to a 60% interest in the Pinetree-Reno Creek uranium properties located in Campbell County, Wyoming. The property is held by AUC LLC, wholly-owned by Strathmore, and the Company will effectively earn an interest in the properties by earning an interest in the LLC. Pursuant to the terms of the agreement, to earn its interest the Company is required to:

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

~~Issue~~Pursuant ~~130~~to the agreement,~~435~~ ~~shares~~if commercial production has been achieved and the Company sells or otherwise disposes of yellowcake ~~common~~uranium ~~stock~~that ~~(which~~has ~~were~~been produced from uranium ore that was mined and ~~issued~~removed ~~during~~from the ~~year~~Arizona ~~ended~~Properties, ~~February~~the ~~29,~~Company ~~2008~~will ~~with~~pay Nu Star a ~~quoted~~4% ~~market~~Net ~~value~~Smelter Return ofroyalty. Alternatively, the Company can buy back the royalty right for $71,~~860~~000,000); for each breccia pipe that reaches commercial production.

~~Reimburse~~During ~~Strathmore~~the ~~100%~~initial ofterm ~~the~~and ~~expenditures~~each renewal ~~incurred~~term byof ~~Strathmore for~~ the ~~property~~agreement, upthe toCompany ahas ~~maximum~~also ofagreed ~~$300,000 (paid), plus any funds spent by Strathmore~~ to ~~acquire~~incur ~~additional~~the ~~uranium~~following ~~leases (which~~minimum ~~will~~expenditure ~~then~~amounts ~~form~~in ~~part of~~ the ~~property)~~exploration ofactivities: ~~which none were acquired; and~~

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

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

		The Company will have earned a 22.5% interest once $12,375,000 of the required expenditures has been incurred. The remaining 37.5% interest will be earned upon incurring the balance of $20,625,000 in required expenditures. Strathmore is the operator of the property until the Company has earned a 60% interest. As at May 31, 2009, the Company has advanced to Strathmore, as operator, $316,936 (February 28, 2009 - $236,886) in respect of future exploration on the property.
		Subsequent to the agreement with Strathmore, a director of Strathmore became a director of the Company. In January 2008, that director resigned as a director of the Company.
	b)	Effective September 18, 2008, the Company entered into an option agreement with Nu Star Exploration, LLC (“Nu Star”) to earn 100% interest in various mining claims known as “Big”, “Candy”, “Rush”, and “Wit” in the State of Arizona for a term of one year. Collectively, these mineral claims are referred to as “Arizona Properties”. In consideration, the Company agreed to pay Nu Star the sum of $144,556 (paid) and issue 3,282 shares (issued) of common stock with a quoted market value of $80,000.
		In consideration of any renewal terms entered into by the Company, the Company agrees to make additional cash payments or issue common shares to Nu Star as follows:

F-10

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

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

-4. 14MINERAL -PROPERTY INTERESTS (continued)

~~AMERICAN URANIUM CORPORATION (An exploration Stage Company~~c) ~~NOTES~~Mineral TOproperty ~~CONSOLIDATED~~interests ~~THE~~are ~~FINANCIAL~~summarized ~~STATEMENTS~~as ~~May 31, 2009 (Expressed in US dollars) (Unaudited)~~follows:

4.	MINERAL PROPERTY INTERESTS (continued)
			August 31,		February 28,
		The Company also agreed to pay the Bureau of Land Management $56,125 on or before the renewal date for renewal fees due for the Arizona Properties (paid).
			2009		2009
		At any time during the period of the agreement, the Company can exercise the option to purchase. The purchase price will be approximately twice the value of the renewal consideration that would otherwise be payable or transferable to Nu Star if the Company had leased the Arizona Properties in the year following the year in which the Company delivered the Option Notice, as adjusted pursuant to the agreement.
	Pinetree/Reno Creek
		Pursuant to the agreement, if commercial production has been achieved and the Company sells or otherwise disposes of yellowcake uranium that has been produced from uranium ore that was mined and removed from the Arizona Properties, the Company will pay Nu Star a 4% Net Smelter Return royalty. Alternatively, the Company can buy back the royalty right for $1,000,000 for each breccia pipe that reaches commercial production.
	Balance, beginning of year	$	1	$	8,160,000
		During the initial term and each renewal term of the agreement, the Company has also agreed to incur the following minimum expenditure amounts in the exploration activities:
	Payment to optionor		-		-
	Issuance of common shares		-		-
			1		8,160,000
	Write down of mineral right		-		8,159,999
			1		1
	Arizona Properties
	Balance, beginning of year		1		-
	Payment to optionor		-		144,556
	Issuance of common shares		-		80,000
			1		224,556
	Write down of mineral right		-		224,555
			1		1
	Total	$	2	$	2

Lease Period		Amount
	Based on the upcoming cash requirement on the Pinetree/Reno Creek and Arizona properties, the Company currently does not have sufficient cash on hand to continue the exploration program on the properties without additional financing. Given the current capital market condition, the Company is uncertain that it would be able to raise the money that it requires on acceptable terms. Due to the uncertainty of the Company's ability to continue with the exploration program with the current cash position, the Company consequently has written down the carrying value of each property to a nominal value, being $1 and recorded $8,384,554 as impairment in mineral interest properties for the year ended February 28, 2009. As of August 31, 2009, the carrying value of these properties was $2 (February 28, 2009 - $2).
September 18, 2008 through September 17, 2009 (Initial Term)	$	NIL
d)	During the quarter ended August 31, 2009, the Company entered into three-way agreements whereby it consents Strathmore to sell its interests and ownership in the AUC LLC to NCA Nuclear Inc. (“NCA”), a wholly owned subsidiary of Bayswater Uranium Corporation (“Bayswater”). Upon the completion of the sale by Strathmore, the Company has no further obligations to pay mineral expenditures on the Pinetree-Reno Creek uranium properties to Strathmore as stated in Note 4(a) above.
1st Renewal Term	$	250,000
	Any agreement between the parties is subject to completion of a closing of the transaction and the satisfactory completion of a due diligence review by Bayswater. There is no assurance that the parties will close the proposed transaction as planned or at all.
2nd Renewal Term	$	400,000
	Pursuant to an agreement between the Company and NCA, upon completion of the sale of Strathmore interests in AUC LLC to NCA, the Company will sell its drill data and permits for the mineral property interest at Reno Creek to NCA. The Company acquired the data for $950,000 in October 2007 from Power Resources Inc. The purchase price for the sale of drill data and permits is at $2,000,000, of which $1,000,000 will be paid in cash and the remaining $1,000,000 will be paid through the issuance of the common shares of Bayswater. The transaction is subject to regulatory and shareholders’ approvals.
3rd Renewal Term	$	400,000
	The Company also entered into a consulting agreement with Bayswater whereby it agrees to provide consulting services stipulated on the agreement. As a consideration, the Company will receive $30,000 monthly fees for such services.
Each subsequent lease renewal term	$	400,000

c)F-11 ~~Mineral property interests are summarized as follows:~~

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

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

-4. 15MINERAL -PROPERTY INTERESTS (continued)

~~AMERICAN URANIUM CORPORATION (An exploration Stage Company~~e) ~~NOTES~~Mineral TOproperty ~~CONSOLIDATED~~expenditures ~~THE~~are ~~FINANCIAL~~summarized ~~STATEMENTS~~as ~~May 31, 2009 (Expressed in US dollars) (Unaudited)~~follows:

4.	MINERAL PROPERTY INTERESTS (continued)
			Three		Three		Six		Six		Inception
	c)	Mineral property interests are summarized as follows (continued):
			months		months		months		months		(March 23,
		Based on the upcoming cash requirement on the Pinetree/Reno Creek and Arizona properties, the Company currently does not have sufficient cash on hand to continue the exploration program on the properties without additional financing. Given the current capital market condition, the Company is uncertain that it would be able to raise the money that it requires on acceptable terms. Due to the uncertainty of the Company's ability to continue with the exploration program with the current cash position, the Company consequently has written down the carrying value of each property to a nominal value, being $1 and recorded $8,384,554 as impairment in mineral interest properties for the year ended February 28, 2009. As of May 31, 2009, the carrying value of these properties was $2 (February 28, 2009 - $2).
			ended		ended		ended		ended		2005) to
	d)	Mineral property expenditures are summarized as follows:
			August		August		August		August		August 31,
			31, 2009		31, 2008		31, 2009		31, 2008		2009
	Pinetree/Reno Creek
	Property acquisition	$	-	$	107,035	$	-	$	143,048	$	223,287
	Camp and field supplies		97,557		13,153		104,943		19,988		304,512
	Drilling		-		875		-		1,100		1,233
	Environmental & permitting		17,958		499,381		43,804		653,546		494,668
	Geological and geophysical (1)		24,728		2,016		42,870		110,806		1,509,860
	Travel and accommodation		102		1,349		102		7,095		26,492
			140,345		623,809		191,719		935,583		2,560,052
	Arizona Properties
	Environmental & permitting		62,860		-		62,860		-		120,360
	Other		-		-		-		-		8,750
		$	203,205	$	623,809	$	254,579	$	935,583	$	2,689,162

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

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

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

5.	COMMON STOCK

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

	Share Issuances

	On March 23, 2005, the Company issued 5,434,878 founder shares to the former President of the Company at a price of $0.0000092 per share for cash proceeds of $50.

	On September 8, 2006, the Company issued 575,815 shares of common stock at a price of $0.092 per share for proceeds of $52,930.

	On June 1, 2007, the President of the Company returned, for no consideration, 5,326,087 shares of common stock to treasury for cancellation.

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

F-12

-AMERICAN 16URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

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

5.	COMMON STOCK (continued)

	On August 24, 2007, the Company issued 130,435 shares of common stock with a value of $7,860,000 (based on the quoted market value on the agreement date) pursuant to an option agreement with Strathmore (Note 4).

	In August 2007, the Company completed a private placement consisting of 175,801 units at a price of $34.50 per unit for aggregate proceeds of $6,065,120. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant is exercisable into one additional common share at a price of $57.50 per share until August 23, 2009. The Company agreed to issue finders’ fees to various finders regarding all investors at a rate of 7.5%, up to half to be issued in stock and the remainder in cash.

	In September 2007, the Company issued 5,615 common shares for finders’ fees with a value of $348,700 of which $2 was credited to common stock and $348,698 was credited to additional paid-in capital. The fair value of $348,700 was also charged to additional paid-in capital as a cost of share issuance. The cash portion of finders’ fees paid amounted to $283,444 and was also charged to additional paid-in capital as a cost of share issuance.

	In January 2008, the Company completed a private placement consisting of 8,152 units at a price of $34.50 per unit for aggregate proceeds of $281,250. Each unit consisted of one common share and one-half of one share purchase warrant. One whole warrant is exercisable into one additional common share at a price of $57.50 per share until August 23, 2009. The Company agreed to issue finders’ fees to various finders regarding all investors at a rate of 7.5%, up to half to be issued in stock and the remainder in cash, as above.

	The Company agreed to use its best efforts to register the August 2007 and January 2008 private placement common shares for resale by the purchasers within 180 days of issue. The Company also agreed, if the shares had not been registered by that date, to pay as a penalty to each purchaser an amount equal to 2% of the amount invested for each month that the shares remained unregistered, to a maximum of 6 months. At February 28, 2009, the full penalty as a financing cost in the amount of $761,565 had been paid.

	On September 18, 2008, the Company issued 3,282 common shares with a fair value of $80,000 pursuant to an option agreement with Nu Star (Note 4).

	In December 2008, the Company completed a non-brokered private placement for the issuance of 1,000,000 common shares at $0.10 per share and received $10 when the subscription was signed. The total proceeds of on this transaction were $100,010.

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

F-13

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

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

-5. 17COMMON -STOCK (continued) Share Purchase Warrants Share purchase warrant transactions are summarized as follows:

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

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

5.As ~~COMMON~~at ~~STOCK~~August ~~(continued) Share Purchase Warrants (continued) At May~~ 31, 2009, the ~~following~~Company has no share purchase warrants ~~were~~ outstanding. ~~and exercisable:~~

	Exercise
Number of Warrants	Price	Expiry Date
91,976	$ 57.50	August 23, 2009

Stock Options

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

~~The~~Effective ~~Company~~with ~~adopted~~the aadoption ~~Stock~~SFAS ~~Option Plan~~No.123R, ~~dated~~ the ~~September~~Company ~~15,~~has ~~2007~~elected ~~under~~to ~~which~~use the ~~Company~~Black-Scholes isoption ~~authorized~~pricing model to ~~grant~~determine the fair value of stock options togranted. ~~acquire~~Compensation upexpense tofor astock ~~total~~options granted ofto ~~108,696~~employees ~~shares~~and ofnon-employees ~~common~~is ~~stock.~~amortized Atover ~~May~~the ~~31,~~contract services ~~2009~~ period or, ~~the~~if ~~Company~~none ~~had 72~~exists,~~826~~ ~~shares~~from the date of ~~common~~grant ~~stock~~until ~~available~~the options vest. Compensation associated with unvested options granted to benon-employees ~~issued~~is ~~under~~remeasured on each ~~the~~ balance ~~Plan~~sheet ~~(February~~date ~~28,~~using ~~2009~~the Black-~~72,826)~~Scholes option pricing model.

~~Effective~~The ~~with~~Company ~~the~~uses ~~adoption~~historical ~~SFAS~~data to estimate ~~No.123R~~ option exercise, ~~the~~forfeiture ~~Company~~and ~~has~~employee ~~elected~~termination towithin ~~use~~ the ~~Black-Scholes~~valuation ~~option pricing~~ model. to For ~~determine~~non-employees, the ~~fair~~expected ~~value~~term of ~~stock~~the options ~~granted.~~approximates ~~Compensation~~the ~~expense~~full ~~for~~term ~~stock~~ of the options. ~~granted~~The torisk-free ~~employees~~interest ~~and~~rate ~~non-employees~~is based on a treasury instrument whose term is ~~amortized~~consistent ~~over~~with the expected term of the stock options. The Company ~~contract~~ has ~~services~~not ~~period~~paid ~~or,~~and ifdoes ~~none~~not ~~exists,~~anticipate ~~from~~paying ~~the~~dividends ~~date~~on ofits ~~grant~~common ~~until~~stock; ~~the~~therefore, ~~options~~ the ~~vest.~~expected ~~Compensation~~dividend ~~associated~~yield ~~with~~is ~~unvested~~assumed ~~options~~to ~~granted~~be tozero. In addition, SFAS No. 123R ~~non-employees~~ requires iscompanies ~~remeasured~~to onutilize ~~each~~an ~~balance~~estimated ~~sheet~~forfeiture ~~date~~rate ~~using~~when calculating the ~~Black-Scholes option~~expense ~~pricing~~for ~~model~~the reporting period.

~~The~~Stock ~~Company~~option ~~uses~~transactions ~~historical~~restated ~~data~~ to ~~estimate~~ reflect ~~option exercise, forfeiture and employee termination within~~ the ~~valuation~~ ~~model.~~46:1 ~~For~~share ~~non-employees,~~consolidation 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~~are ~~not~~summarized ~~anticipate~~as ~~paying~~follows: dividends on its common stock; therefore, the expected dividend yield is assumed to be zero. In addition, SFAS No. 123R requires companies to utilize an estimated forfeiture rate when calculating the expense for the reporting period.

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

				Weighted
	Number of			Average
	Options			Exercise Price

Balance at February 29, 2008	32,065		$	49.78
Granted	22,826		$	52.57
Forfeited	(17,391	)	$	55.20
Balance at February 28, 2009 and August 31,
2009	35,870		$	48.93

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

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

~~The weighted average fair value per stock option granted during the period ended May 31, 2009 was $Nil (May 31, 2008~~ F-14 ~~$24.38) .~~

-AMERICAN 18URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

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

5.	COMMON STOCK (continued)

	Stock Options (continued)

	At August 31, 2009, the following stock options were outstanding and exercisable:

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


Number of		Exercise		Aggregate		Number of		Aggregate
Options		Price		Intrinsic		Options		Intrinsic
Outstanding				Value	Expiry Date	Exercisable		Value

6,522	$	46.00	$	-	January 15, 2013	3,261	$	-
6,522	$	39.10	$	-	February 14, 2013	3,261	$	-
5,435	$	36.80	$	-	March 14, 2012	2,173	$	-
17,391	$	57.50	$	-	August 1, 2012	17,391	$	-
35,870			$	-		26,086	$	-

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

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

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

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

				Weighted
				Average
				Grant-Date
	Number of Options			Fair Value

Non-vested options at February 29, 2008	22,826		$	43.24
Granted	22,826		$	25.30
Vested	(21,196	)	$	27.91
Cancelled/forfeited	(13,042	)	$	40.94

Non-vested options at February 28, 2009	11,414		$	38.74
Granted	-		$	-
Vested	(1,630	)	$	39.10
Cancelled/forfeited	-		$	-

Non-vested options at August 31, 2009	9,784		$	39.45

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

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

~~At May 31, 2009, there was unamortized compensation expense of $121,248 relating to the outstanding unvested options. This unrecognized compensation cost is expected to be recognized over a weighted~~F-~~average~~15 ~~period of 3.38 years.~~

~~- 19~~AMERICAN -URANIUM CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

~~AMERICAN~~5. ~~URANIUM~~COMMON ~~CORPORATION~~STOCK (Ancontinued) ~~exploration~~Stock-based ~~Stage~~compensation ~~Company)~~The ~~NOTES~~fair TOvalue ~~CONSOLIDATED~~of ~~THE~~stock ~~FINANCIAL~~options ~~STATEMENTS~~granted ~~May~~during the period ended August 31, 2009 was $Nil (~~Expressed~~2008 - $132,671). The fair value of stock options granted is being recognized over the options’ vesting periods as stock-based compensation which has been recorded in USthe ~~dollars)~~statements ~~(Unaudited)~~of operations as follows with a corresponding credit to additional paid-in capital:

5.	COMMON STOCK (continued)
			Six		Six		Inception
	Stock-based compensation
			Months		Months		(March 23,
	The fair value of stock options granted during the period ended May 31, 2009 was $Nil (2008 - $132,671). The fair value of stock options granted is being recognized over the options’ vesting periods as stock-based compensation which has been recorded in the statements of operations as follows with a corresponding credit to additional paid-in capital:
			Ended		Ended		2005) to
			August 31,		August 31,		August 31,
			2009		2008		2009
	Expenses
	Consulting fees	$	166	$	472,960	$	477,478
	Management fees		57,351		189,075		773,343
		$	57,517	$	662,035	$	1,250,821

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

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

		Year Ended
		February 28
		2009

	Risk-free interest rate	1.61% - 4.59%
	Expected life of options (years)	4 - 5
	Annualized volatility	215% - 240%
	Dividend rate	0%

		Year Ended
6.	RELATED PARTY TRANSACTIONS
		February 28
	During the three months and six months ended August 31, 2009, the Company paid $60,000 and $120,000 in management fees to an officer respectively (2008 - $60,000 and $120,000).
		2009
	As at August 31, 2009, the Company owed the same officer of the Company $40,000 (February 28, 2009 - $36,093).
	Risk-free interest rate	1.61% - 4.59%
	These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed by the related parties.
	Expected life of options (years)	4 - 5
	Annualized volatility	215% - 240%
	Dividend rate	0%

6.	RELATED PARTY TRANSACTIONS
	During the three months ended May 31, 2009, the Company paid $60,000 in management fees to a related party (2008 - $60,000). As at May 31, 2009, the Company owed an officer of the Company $26,824 (February 28, 2009 - $36,093) for expenses paid on behalf of he Company.
	These transactions were in the normal course of operations and were measured at the exchange amount which represented the amount of consideration established and agreed by the related parties.

F-16

-AMERICAN 20URANIUM -CORPORATION (An Exploration Stage Company) NOTES TO THE FINANCIAL STATEMENTS August 31, 2009 (Expressed in US dollars) (Unaudited)

~~AMERICAN~~7. ~~URANIUM~~COMMITMENTS ~~CORPORATION~~Effective ~~(An~~January ~~exploration~~1, ~~Stage~~2009, the Company) ~~NOTES~~entered TOinto ~~CONSOLIDATED~~a ~~THE~~management ~~FINANCIAL~~service ~~STATEMENTS~~contract ~~May~~with 31a company controlled by an officer of the Company. The Company agreed to pay $20,000 ~~2009~~per ~~(Expressed~~month for a period of 24 months. In addition, the following bonus must be paid in UScash ~~dollars)~~or ~~(Unaudited)~~in shares within 30 days following the Company’s achievement of the following milestones:

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

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

	Milestone	Occurrence	Bonus Amount
	As of August 31, 2009, the Company had not achieved the milestones noted above.
	1	Company contributes $12,500,000 to Pine Tree-Reno Creek project and earns 22.5% interest	$120,000
8.	CONTINGENCIES
	2	Company completes its obligation under the Joint Venture Agreement with Strathmore Minerals and earns 60% of the Pine Tree-Reno Creek project	$120,000
	On April 15, 2009, the Company received notice purportedly on behalf of a shareholder regarding a potential claim by a shareholder regarding the private placement completed in January 2009. No claim has yet been made and the Company cannot quantify the claim in terms of potential damages. At this time, any potential outcome from this matter is indeterminable and will be accounted for in the period in which the outcome becomes likely.
	3	Pine Tree-Reno Creek properties are put into profitable production by the Joint Venture or by a succeeding entity in which Company has an interest comparable to its interest in the Strathmore Joint Venture	$240,000
	4	Company’s U3O8 NI43-101 resource interest exceed a total of 20,000,000 lbs	US$60,000
	5	Company’s U3O8 NI 43-101 resource interest exceed a total of 30,000,000 lbs	US$100,000

AsF-17 ~~of May 31, 2009, the Company had not achieved the milestones noted above.~~

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

-ITEM 212. -MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~ITEM~~Forward-Looking 2.Statements ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~

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

~~This~~risks ~~report~~relating ~~contains forward-looking statements. These statements relate~~ to ~~future~~general ~~events~~ or ~~our future financial performance. In some cases, you can identify forward~~market-~~looking~~specific ~~statements~~economic ~~by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”~~ or ~~“continue”~~market ~~or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other~~ factors~~, including the risks in the~~; section entitled “Item 1A. Risk Factors” beginning on page 30 and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:
risks and uncertainties relating to ~~general~~the orinterpretation ~~market-specific~~of ~~economic~~drill orresults, the ~~market~~geology, ~~factors~~grade and continuity of mineral deposits;
~~risks~~results ~~and~~of ~~uncertainties~~initial ~~relating~~feasibility, topre-feasibility ~~the~~and ~~interpretation~~feasibility ~~of drill results~~studies, and the ~~geology~~possibility that future exploration, ~~grade~~development ~~and~~or ~~continuity~~mining ofresults will ~~mineral~~not ~~deposits~~be consistent with our expectations;
~~results~~mining ofand ~~initial~~development ~~feasibility~~risks, ~~pre-feasibility~~including ~~and~~risks ~~feasibility~~related ~~studies~~to accidents, ~~and~~equipment ~~the~~breakdowns, ~~possibility~~labour ~~that~~disputes ~~future~~or ~~exploration,~~other ~~development~~unanticipated ordifficulties ~~mining results~~with ~~will~~or ~~not~~interruptions bein ~~consistent with our expectations~~production;
~~mining~~the ~~and~~potential ~~development~~for ~~risks,~~delays ~~including~~in ~~risks~~exploration ~~related~~or todevelopment ~~accidents, equipment~~activities ~~breakdowns, labour disputes~~ or ~~other unanticipated difficulties with~~the orcompletion ~~interruptions~~of infeasibility ~~production~~studies;
~~the~~risks ~~potential~~related ~~for~~to ~~delays~~the ininherent ~~exploration~~uncertainty orof ~~development~~production ~~activities~~and orcost ~~the~~estimates ~~completion~~and ofthe ~~feasibility~~potential ~~studies~~for unexpected costs and expenses;
risks related to ~~the~~commodity ~~inherent~~price ~~uncertainty of production and cost estimates and the potential for unexpected costs and expenses~~fluctuations;
~~risks~~the ~~related~~uncertainty toof ~~commodity~~profitability ~~price~~based ~~fluctuations~~upon our history of losses;
~~the~~risks ~~uncertainty~~related ofto ~~profitability~~failure ~~based~~to ~~upon~~obtain adequate financing on a timely basis and on acceptable terms for our ~~history~~planned ofexploration ~~losses~~and development projects;
risks related to ~~failure~~environmental toregulation ~~obtain adequate financing on a timely basis~~ and ~~on acceptable terms for our planned exploration and development projects~~liability;
risks ~~related~~that tothe amounts reserved or allocated for environmental ~~regulation~~compliance, reclamation, post-closure control measures, monitoring and ~~liability~~on-going maintenance may not be sufficient to cover such costs;
risks ~~that~~related ~~the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient~~ to ~~cover~~tax ~~such costs~~assessments;
political and regulatory risks ~~related~~associated towith ~~tax~~mining ~~assessments~~development and exploration; and
~~political~~other risks and ~~regulatory~~uncertainties ~~risks~~related ~~associated~~to ~~with~~our ~~mining~~prospects, ~~development~~properties and ~~exploration;~~business ~~and~~ strategy.

~~other~~This ~~risks~~list ~~and~~is ~~uncertainties~~not ~~related~~an toexhaustive list of the factors that may affect any of our ~~prospects,~~forward-looking ~~properties~~statements. These and other factors should be ~~business~~considered ~~strategy~~carefully and readers should not place undue reliance on our forward-looking statements.

~~This~~2 list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

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

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

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

-As 22used -in this report, the terms “we”, “us”, “our”, and “American Uranium” mean American Uranium Corporation, unless the context clearly requires otherwise.

AsCorporate ~~used~~Overview inand ~~this~~Description ~~report,~~of ~~the terms "we", "us", "~~our~~", and~~ ~~"American Uranium" mean American Uranium Corporation, unless the context clearly requires otherwise.~~Business

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

We ~~were~~are ~~incorporated~~an inExploration ~~the~~Stage ~~State~~company, ofas ~~Nevada~~defined onby ~~March 23, 2005~~Financial ~~(Inception)~~Accounting ~~under~~Standards ~~the~~Board ~~name~~ (“~~Alpine Resources Corporation~~FASB”.) OnStatement ~~April 10, 2007, we changed our name to “American Uranium Corporation~~No.”7 Weand ~~effected~~Securities ~~this~~and ~~name change~~Exchange byCommission ~~merging with our wholly owned subsidiary, named~~ (“~~American Uranium Corporation~~SEC”,) aIndustry ~~Nevada~~Guide ~~corporation~~7. ~~that~~Our weprinciple ~~formed~~business ~~specifically~~is ~~for~~the ~~this purpose.~~acquisition Weand ~~changed~~exploration ~~the name~~ of ~~our~~mineral ~~company~~property tointerests ~~better~~in ~~reflect~~ the ~~direction~~United ~~and business of our company~~States.

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

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

~~Our~~We ~~financial~~have ~~condition~~suffered ~~for~~recurring ~~the~~losses ~~three~~from ~~months~~inception. ~~ended~~Our ~~May~~ability to ~~31,~~meet ~~2009~~ our financial liabilities and commitments is primarily dependent upon the ~~fiscal~~continued ~~year~~financial ~~ended~~support ~~February~~of ~~28,~~our ~~2009~~directors and shareholders, the ~~changes~~continued issuance ~~between~~of ~~those periods~~equity ~~for~~to ~~the~~new ~~respective~~or ~~items~~existing ~~are~~shareholders, ~~summarized~~and ~~below~~our ability to achieve and maintain profitable operations.

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

Working Capital

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

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

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

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

WeIn doorder ~~not~~to ~~expect~~finance ~~that~~our ~~the~~operations, ~~difficult~~we ~~economic~~have ~~conditions~~recently ~~are likely~~agreed to sell ~~improve~~our ~~significantly~~Reno inCreek ~~the~~data ~~near~~package ~~future.~~and ~~Further~~our ~~deterioration~~Wyoming ofDEQ ~~the~~Deep Injection Well Permit, ~~economy~~which are respectively valued at $975,000 and ~~even~~$25,000, ~~consumer~~their ~~fear~~costs ~~that~~of acquisition. ~~the~~We ~~economy~~have also entered into a Consulting Agreement with Bayswater Uranium Corporation, which began July 15, 2009 and will ~~deteriorate~~continue ~~further~~at ~~could~~least until ~~intensify~~October 15, 2009. According to the ~~adverse~~Consulting ~~effects~~Agreement, we will receive consulting fees of ~~these~~$30,000 ~~difficult~~per ~~market~~month ~~conditions~~for the duration of the agreement.

AsIn oforder ~~May~~to 31finance our operations, ~~2009~~we also intend to sell shares of our ~~working~~equity ~~capital~~securities. ~~decreased~~The ~~from~~recent ~~the February~~weakening ~~28,~~of ~~2009~~economic ~~year-end~~conditions byin the ~~23%~~U.S. ~~due~~and toaround the ~~continued~~world ~~expenditure~~have ofmade ~~funds~~it difficult for us to raise money to ~~without~~fund ~~raising~~our ~~new~~planned ~~capital~~operations. WeIf ~~have~~we ~~incurred~~are ~~recurring~~unable ~~losses~~to ~~from~~raise ~~inception.~~the funds we need for at ~~Our~~least ~~ability~~the tomaintenance ~~meet~~of our ~~financial~~Nu ~~obligations~~Star ~~and~~interests ~~commitments~~or iswe ~~primarily dependent~~are ~~upon~~unable ~~continued~~to ~~financial~~fund ~~support~~the acquisition of ~~our~~a ~~shareholders~~new interest, ~~directors~~we ~~and the~~will ~~continued~~likely ~~issuance~~go out of ~~equity~~business. toIf ~~new~~we ~~and~~go ~~existing~~out of ~~shareholders~~business, our investors will likely lose their entire investment in our company.

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

		Three Months Ended May 31
		2009			2008
Cash flow provided by (used in) operating activities	$	(357,721	)	$	(705,003	)
Cash provided by(used in) financing activities		Nil			Nil
Cash flow provided by (used in) investing activities		Nil			Nil
Decrease in cash and cash equivalents during the period	$	(357,721	)	$	(705,003	)

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

-Cash 23Flows -

Cash Used in Operating Activities

		Six Months Ended
		August 31
		2009			2008
Cash flows used in operating activities	$	(707,992	)	$	(1,300,998	)
Cash provided by (used in) financing activities		-			-
Cash used in investing activities		-			(924,988	)
Decrease in cash and cash equivalents, during
the period	$	(707,992	)	$	(2,225,986	)

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

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

~~There~~4 was no change in our cash provided by or used in financing activities for the three months ended May 31, 2009 compared to our cash provided by or used in financing activities for the three months ended May 31, 2008 because it was nil for both periods.

Cash ~~Used~~Provided inby ~~Investing~~Financing Activities

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

~~Results~~Cash ofUsed ~~Operation~~in Investing Activities

~~The~~Our ~~following~~cash ~~summary~~used ofin ~~our~~investing ~~results~~activities offor ~~operations~~the ~~should~~six bemonths ended ~~read~~August in31, ~~conjunction~~2009 ~~with~~compared to our ~~audited~~cash ~~financial~~used ~~statements~~in operating activities for the ~~year~~six months ended ~~February~~ 28August 31, ~~2009~~2008 ~~and~~decreased ~~our~~by ~~unaudited~~100% ~~financial~~largely ~~statements~~as ~~for~~there ~~the~~was ~~three months~~no ~~ended~~acquisition ~~May~~of ~~31,~~mineral ~~2009~~rights during the period.

~~Revenues~~Results of Operation

WeThe ~~have~~following ~~had~~summary noof ~~operating~~our ~~revenues~~results ~~since~~of ~~our~~operations ~~inception~~should ~~on March~~be ~~23,~~read ~~2005~~in ~~through~~conjunction towith ~~the~~our ~~period~~audited ~~ended~~financial ~~May~~statements ~~31,~~for ~~2009.~~the Weyear ~~anticipate~~ended February ~~that~~28, we2009 ~~will not~~and ~~generate~~our ~~any~~unaudited ~~revenues~~financial statements for sothe ~~long~~three asand wesix months ~~are~~ended anAugust ~~exploration~~31, ~~stage company~~2009.

~~Expenses~~ Revenues

InWe ~~the~~have ~~tables~~had ~~below~~no ~~show~~operating ~~our~~revenues ~~expenses~~since ~~for~~our ~~the~~inception ~~three~~on ~~month~~March ~~periods~~23, 2005 through to the period ended ~~May~~August 31, 2009. ~~and~~We ~~May~~anticipate ~~31,~~that ~~2008:~~we will not generate any revenues for so long as we are an exploration stage company.

		Three Months Ended
		May 31
		2009		2008
Expenses
Consulting fees	$	21,547	$	43,628
Depreciation		430		517
General and administrative		37,768		45,902
Investor relations		-		109,945
Legal and audit		67,728		100,141
Management fees		88,675		161,238
Mineral property expenditures		51,374		311,773
Total Expenses	$	267,522	$	773,144

Expenses

~~Consulting~~In ~~fees:~~the ~~The~~tables ~~decrease~~below inshow ~~consulting~~our ~~fees~~expenses ~~spent~~ for the three ~~months~~and six month periods ended ~~May~~August 31, 2009 ~~compared~~and ~~to the three months ended May 31,~~ 2008 ~~was largely due to a reduction of stock based compensation from May 2008 to May 2009.~~ :

- 24 -

		Three Months Ended				Six Months Ended
		August 31				August 31
		2009		2008		2009		2008
Consulting fees	$	14,156	$	456,350	$	35,703	$	499,978
Depreciation		404		487		834		1,004
General and administrative		23,034		123,044		60,802		168,946
Investor relations		-		11,969		-		121,914
Legal and accounting		66,351		40,433		134,078		140,574
Management fees		68,676		160,713		157,351		321,951
Mineral property expenditures		203,205		623,809		254,579		935,583
Total Expenses		375,826		1,416,805		643,347		2,189,950

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

~~Legal~~The decrease in consulting fees spent for the three and ~~audit:~~six months ~~This~~ended ~~decrease~~August ~~was~~31, ~~due~~2009 compared to athe ~~concerted~~three and six months ended August ~~effort~~31, 2008 was largely due to ~~reduce~~the ~~costs~~reduction byof ~~replacing~~stock based compensation expense for the ~~accounting~~period and ~~related~~the ~~services~~consulting ~~with~~fees areceived from Bayswater Uranium ~~new~~Corporation ~~service~~for ~~provider~~the development of the Pinecreek/Reno properties. During

~~Management~~5 ~~fees: The major reason for the decrease for the three months ended May 31, 2009 compared to the three months ended May 31, 2008 was the departure of our former CFO and a director of the Company.~~

~~Mineral~~the ~~property~~quarter ~~expenditures:~~ended ~~The~~in ~~decrease~~prior ~~for~~year, the ~~three~~ ~~months~~Company ~~ended~~granted ~~May 31~~800,000 stock ~~2009~~options ~~compared~~ to ~~the~~a ~~three~~consultant ~~months~~and ~~ended~~the ~~May~~Company ~~31,~~recorded ~~2008 was~~approximately ~~due~~$436,000 ~~to a general reduction~~ in stock ~~activities~~based tocompensation ~~preserve cash~~expense.

~~Anticipated~~General ~~Cash~~and ~~Requirements~~Administrative

WeThe ~~estimate~~decrease ~~that~~in ~~our~~general ~~total~~and ~~expenditures~~administrative ~~over~~fees for the 12three and six months ended August 31, 2009 compared to ~~end~~ ~~May~~the three and six months ended August 31, ~~2010~~2008 ~~will~~was belargely ~~approximately~~due $1to decrease in traveling and promotional expenses,~~420,000:~~ filing costs as well as investor relations expenditures.

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

Investor Relations

AtThe ~~May~~decrease ~~31,~~in ~~2009,~~investor werelations ~~had~~fees ~~cash~~spent ~~resources~~for ofthe ~~$534,165 and accounts~~three ~~payable~~months ~~and~~ended ~~accrued~~August ~~liabilities of $54~~31,~~413~~ ~~and~~2009 ~~due~~compared to ~~related~~the ~~party~~three ofmonths ~~$26,824 for~~ended ~~reimbursement~~August ~~of expenses. We would have $452~~31,~~928~~ ~~available after paying off~~2008 ~~the~~was ~~liabilities.~~largely Wedue ~~believe that we will require additional funds~~ to ~~implement our growth strategy in exploration operations over~~ the ~~next~~cessation 12of ~~months~~investor ~~ending~~relations ~~May 31,~~activities ~~2010.~~during ~~These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in~~ the ~~equity ownership of~~ ~~our~~quarter ~~shares.~~ending IfAugust ~~we need and are unable to obtain additional financing~~31, ~~we could be forced to scale down or cease operations and investors could lose their entire investment in our common stock~~2008. ~~We may continue to be unprofitable.~~

The ~~recent~~decrease ~~weakening~~in ofinvestor ~~economic~~relations ~~conditions~~fees inspent for the ~~U.S. and~~six ~~around~~months ~~the~~ended ~~world~~August ~~could~~31, ~~have~~2009 ~~harmful~~compared ~~effects~~to onthe ~~our~~six ~~ability~~months toended ~~raise~~August ~~money~~31, to2008 ~~fund~~was ~~our~~largely ~~planned~~due ~~operations.~~to Ifthe ~~this~~cessation ~~happens,~~of weinvestor ~~would~~relations ~~likely~~activities goduring ~~out of business~~the ~~and~~quarter ~~our~~ending ~~investors~~August ~~will~~31, ~~lose their entire investment in our company~~2008.

WeLegal ~~have not generated any revenues since our inception~~ and ~~we will~~Accounting continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from March 23, 2005 (Inception) to May 31, 2009 was $14,616,346. We had cash and cash equivalents in the amount of $534,165 as of May 31, 2009, which is not expected to meet our planned cash requirements for the ensuing year. We have no income from operations. We have reduced our budget and estimate our average monthly operating expenses to be approximately $100,000 each month. We cannot provide assurances that we will be able to successfully explore the current property and project and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described in the auditors’ report by our auditors with respect to the consolidated financial statements for the year ended February 28, 2009. Our audited financial statements for the year ended February 28, 2009 don’t include adjustments for this uncertainty. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

-The 25increase -in legal and accounting fees spent for the three months ended August 31, 2009 compared to the three months ended August 31, 2008 was largely due to additional work related to the Bayswater Uranium transactions in this quarter.

WeFor ~~believe that recent decreases in value of~~ the ~~common~~six ~~shares of~~months ~~many~~ended ~~companies~~August ~~worldwide will make selling shares of our common stock increasingly difficult. If we are not able to sell enough of our shares to meet our financial needs~~31, we2009 ~~will~~compared ~~have~~ to ~~consider borrowing~~ the ~~money we need. A~~six ~~tightening~~months ofended ~~credit~~August ~~conditions~~31, ~~has~~2008, ~~also been experienced in~~ the ~~economy recently.~~expenditures ~~Because of the recent credit crisis, it is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and~~ in ~~the~~this ~~best~~area ~~interests~~were ~~of our company. If we~~slightly ~~are unable to obtain the amount of money that we need to fund our operations, then we will likely go out of business and investors will lose their entire investment in our company~~decreased.

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

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

InDuring ~~September~~the ~~2006,~~quarter ~~FASB~~ended ~~issued~~August ~~SFAS No. 157~~31, ~~“Fair Value Measurements.” Among other requirements~~2009, ~~SFAS~~we ~~157~~entered ~~defines~~into ~~fair value and~~a ~~establishes~~consulting aagreement ~~framework~~whereby ~~for~~we ~~measuring~~will ~~fair~~provide ~~value~~consulting ~~and~~services, ~~also~~through ~~expands disclosure~~our ~~about~~President ~~the~~and ~~use~~a consultant of ~~fair~~the ~~value~~Company, to ~~measure~~a ~~assets~~non-related ~~and~~company, ~~liabilities. SFAS 157 is~~Bayswater ~~effective~~Uranium ~~for fiscal years beginning after November 15, 2007~~Corporation. The ~~adoption~~fee ~~of SFAS~~received ~~157~~was ~~did~~used ~~not~~to ~~have~~offset anour ~~impact~~expenditures ~~on the Company’s consolidated balance sheets or~~paid ~~statements~~to ofour ~~operations~~President.

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

InThe ~~December~~decrease ~~2007, the FASB issued SFAS No. 141R, “Business Combinations” which changes how business acquisitions are accounted. SFAS 141R requires the acquiring entity~~ in amineral ~~business~~property ~~combination~~expenses tospent ~~recognize~~for ~~all (and only)~~ the ~~assets acquired and liabilities assumed in the transaction and~~three ~~establishes the acquisition-date fair value as the measurement objective for all assets acquired~~ and ~~liabilities~~six ~~assumed~~months inended aAugust ~~business combination. Certain provisions of this standard will~~31, ~~among~~2009 ~~other~~compared ~~things,~~to ~~impact~~ the ~~determination of~~three ~~acquisition-date~~months ~~fair~~ended ~~value of consideration paid in a business combination~~August ~~(including contingent considerations); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies~~31, ~~acquisition-~~2008 ~~related~~was ~~restructuring~~largely ~~costs,~~due ~~in-process research and development, indemnification assets and tax benefits. SFAS No. 141R is effective for business combinations and adjustments~~ to anthe ~~acquired~~slowdown ~~entity’s deferred tax asset and liability balances occurring for fiscal years beginning after December 15, 2008. The adoption~~ of ~~this~~work ~~statement~~at ~~did~~the ~~not~~Pinetree-Reno ~~have a material effect on the~~Creek ~~Company’s~~Joint ~~consolidated~~Venture ~~financial~~with ~~statements~~Strathmore Minerals.

In6 December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement, an amendment of ARB No. 51,” which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCI) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The provisions of the standard are to be applied to all NCI’s prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively to all periods presented. The adoption of this statement did not have a material effect on the Company’s consolidated financial statements.

-Anticipated 26Cash -Requirements

InWe ~~March~~estimate ~~2008,~~that ~~the~~our ~~FASB~~total ~~issued~~expenditures ~~SFAS~~over 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~~12 ofmonths ~~financial reporting. This~~to ~~Statement~~August ~~is effective for financial statements issued for fiscal years and interim periods beginning after November 15~~31, ~~2008,~~2010 ~~with~~will ~~early~~be ~~application encouraged.~~approximately ~~This Statement encourages~~$1, ~~but does not require~~100,000: ~~comparative disclosures for earlier periods at initial adoption. The adoption of this statement did not have a material impact on the Company’s consolidated financial statements.~~

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

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

~~FSP~~At ~~142-3~~August 31, 2009, we had cash resources of $183,894, accounts payable and accrued liabilities of $55,328 and $40,000 due to a related party for reimbursement of expenses. We would have $128,566 available after paying off the liabilities. We believe that we will require additional funds to implement our growth strategy in exploration operations over the next 12 months ending August 31, 2010. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. If we need and are unable to obtain additional financing, we could be forced to scale down or cease operations and investors could lose their entire investment in our common stock. We may continue to be unprofitable.

InThe ~~April~~recent ~~2008,~~weakening ~~the~~of ~~FASB~~economic ~~issued~~conditions ~~FSP~~in ~~No. 142-3, "Determination of~~ the ~~Useful Life of Intangible Assets" ("FSP 142-3")~~U.S. ~~FSP~~and around ~~142-3 amends~~ the ~~factors~~ anworld ~~entity~~could ~~should~~have ~~consider~~harmful ineffects ~~developing~~on ~~renewal~~our orability ~~extension~~to ~~assumptions used~~raise inmoney ~~determining the useful life of recognized intangible assets under FASB~~to ~~Statement~~fund ~~No.~~our ~~142,~~planned ~~"Goodwill and Other Intangible Assets"~~operations. ~~This~~If ~~new~~this ~~guidance applies~~happens, ~~prospectively~~we towould ~~intangible~~likely ~~assets~~go ~~that~~out ~~are acquired individually or with a group~~ of ~~other assets in~~ business ~~combinations and asset acquisitions.~~ ~~FSP 142-3 is effective for financial statements issued for fiscal years~~ and ~~interim~~ ~~periods~~our ~~beginning~~investors ~~after~~will ~~December~~lose ~~15,~~their ~~2008.~~entire ~~Early~~investment ~~adoption~~in isour ~~prohibited~~company. ~~FSP~~ ~~142-3 did not have a material impact on the Company’s consolidated financial statements.~~

~~APB~~We ~~14-1~~have entered into a consulting contract with Bayswater Uranium Corporation whereby we will provide, through the expertise of our President and a consultant of our Company, to Bayswater for development of Pinetree/Reno Creek properties. The agreement can be terminated at any time. In return, we will receive a monthly fee of $30,000 for the services provided by our President and consultant. The fees received has been offset some of our compensation costs incurred on these two individuals.

InSince ~~May~~our ~~2008,~~inception ~~FASB~~and ~~issued~~we ~~FASB~~will ~~Staff~~continue ~~Position~~to ~~("FSP")~~incur ~~APB 14-1,~~operating ~~"Accounting~~expenses ~~for~~without ~~Convertible~~significant ~~Debt~~revenues ~~Instruments~~until ~~That~~we ~~May~~are ~~Be Settled~~ in ~~Cash~~commercial ~~upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1")~~deployment. ~~FSP APB 14-1~~Our ~~clarifies~~net ~~that~~loss ~~convertible~~from ~~debt~~March ~~instruments~~23, ~~that~~2005 ~~may be settled in cash upon either mandatory or optional conversion~~ (~~including partial cash settlement~~Inception) ~~are not~~to ~~addressed~~August by31, ~~paragraph~~2009 12was ~~of APB Opinion No.~~ $14, ~~"Accounting for Convertible Debt and Debt issued with Stock Purchase Warrants~~992,171." ~~Additionally, FSP APB 14-1~~We ~~specifies~~had ~~that~~cash ~~issuers of such instruments should separately account for the liability~~ and ~~equity~~cash ~~components~~equivalents in ~~a manner that will reflect~~ the ~~entity's nonconvertible~~amount ~~debt~~of ~~borrowing~~$183,894 ~~rate~~as ~~when~~of ~~interest~~August ~~cost~~31, ~~is recognized in~~2009, ~~subsequent~~which ~~periods.~~is ~~FSP~~not ~~APB~~expected ~~14-1~~to ismeet ~~effective~~our ~~for~~planned ~~financial~~cash ~~statements~~requirements ~~issued~~ for ~~fiscal~~the ~~years beginning after December 15, 2008, and interim periods within~~ensuing ~~those fiscal years~~year. ~~The~~Other ~~implementation~~than ofconsulting ~~APB~~work, ~~14-1~~we ~~did not~~ have ano ~~material impact~~income onfrom ~~the Company’s consolidated financial statements~~operations.

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

~~The~~7 financial statements of our Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

-investors 27will -likely lose all of their investments in our company. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described in the auditors’ report by our auditors with respect to the consolidated financial statements for the year ended February 28, 2009. Our audited financial statements for the year ended February 28, 2009 don’t include adjustments for this uncertainty. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

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

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

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

~~Our~~In ~~company~~September ~~capitalizes the cost of acquiring mineral property interests~~2006, ~~including~~FASB ~~undeveloped~~issued ~~mineral~~SFAS ~~property~~No. ~~interests~~157, ~~until~~“Fair ~~the viability~~Value ~~of the mineral interest is determined~~Measurements.” ~~Capitalized~~Among ~~acquisition~~other ~~costs~~requirements, ~~are expensed~~SFAS if157 itdefines isfair ~~determined that the mineral property has no future economic~~ value. ~~Exploration stage mineral interests represent interests in properties~~and ~~that~~establishes ~~are~~a ~~believed~~framework tofor ~~potentially~~measuring ~~contain~~fair ~~(i)~~value ~~other~~and ~~mineralized~~also ~~material~~expands ~~such as~~disclosure ~~measured,~~about ~~indicated~~the oruse ~~inferred~~of ~~resources~~fair ~~with~~value ~~insufficient drill hole spacing~~ to ~~qualify~~measure asassets ~~proven~~ and ~~probable~~liabilities. ~~mineral~~SFAS ~~reserves~~157 ~~and (ii) other mine-related~~is oreffective ~~greenfield~~for ~~exploration~~fiscal ~~potential~~years ~~that~~beginning ~~are~~after ~~not~~November an15, ~~immediate part of measured or indicated resources~~2007. ~~Our~~The ~~company’s~~adoption ~~mineral rights are generally enforceable~~of ~~regardless~~SFAS of157 ~~whether~~did ~~proven~~not ~~and probable reserves~~ have ~~been~~an ~~established.~~impact ~~Our company~~on ~~has~~ the ~~ability~~Company’s ~~and~~balance ~~intent~~sheets toor ~~renew~~statements ~~mineral rights where the existing~~of ~~term is not sufficient to recover undeveloped mineral interests~~operations.

~~Capitalized~~In ~~amounts~~February ~~(including capitalized development costs) are also written down if future cash flows~~2007, ~~including potential sales proceeds, related to~~ the ~~mineral~~FASB ~~property~~issued ~~are~~SFAS ~~estimated to be less than the property’s total carrying value~~No. ~~Management~~159, of“The ~~our~~Fair ~~company reviews the carrying value of~~Value ~~each~~Option ~~mineral~~for ~~property~~Financial ~~periodically,~~Assets and ~~whenever~~Financial ~~events~~Liabilities,” orincluding ~~changes~~an inamendment ~~circumstances~~of ~~indicate~~FASB ~~that~~Statement ~~the~~No. ~~carrying value may not be recoverable~~115. ~~Reductions~~ inThis ~~the~~pronouncement ~~carrying~~permits ~~value~~entities ofto achoose ~~property would be recorded~~ to measure ~~the~~eligible ~~extent that~~financial ~~the~~instruments ~~total~~at ~~carrying~~fair value as of ~~the~~specified ~~mineral~~dates. ~~property exceeds its estimated fair~~Such ~~value.~~election, ~~Due~~which tomay ~~the~~be ~~uncertainty~~applied ofon ~~the~~an ~~recoverability~~instrument ofby ~~the~~instrument ~~carrying~~basis, ~~values of~~is ~~the~~typically ~~Pinetree-Reno~~irrevocable ~~Creek~~once ~~and~~elected. ~~Arizona~~SFAS ~~properties,~~159 ~~management~~is ~~has~~effective ~~recorded~~for afiscal ~~write~~years ~~down~~beginning ofNovember $815,~~384~~ 2007,~~554~~ inand ~~the~~early ~~mineral~~application ~~property~~is ~~interests~~allowed ~~for~~under ~~the year ended February~~certain ~~28, 2009~~circumstances. AsThe adoption of ~~May~~SFAS ~~31,~~159 ~~2009,~~did ~~the~~not ~~carrying~~have ~~values~~an ofimpact ~~these~~on ~~properties~~the ~~were $2~~Company’s ~~(February~~balance ~~28,~~sheets ~~2009~~or -statements ~~$2)~~of operations.

~~Asset~~8 ~~Retirement Obligations~~

In ~~accordance~~December ~~with~~2007, ~~Statement~~the ofFASB ~~Financial~~issued ~~Accounting~~SFAS ~~Standards~~ No. ~~143~~141R, ~~Accounting for Asset Retirement Obligations (''SFAS 143''), the fair~~“Business ~~value~~Combinations” ofwhich anchanges ~~asset~~how ~~retirement~~business ~~cost,~~acquisitions ~~and~~are ~~corresponding~~accounted. ~~liability,~~SFAS ~~should be~~141R ~~recorded~~requires ~~as part of~~ the ~~cost~~acquiring ofentity ~~the~~in ~~related~~a ~~long-lived~~business ~~asset~~combination ~~and subsequently allocated~~ to ~~expense~~recognize ~~using~~all ~~a systematic~~ (and ~~rational method. Our company will~~ ~~record~~only) anthe ~~asset~~assets ~~retirement~~acquired ~~obligation~~and toliabilities ~~reflect~~assumed ~~its~~in ~~legal~~the ~~obligations~~transaction ~~related~~and toestablishes ~~future~~the ~~abandonment~~acquisition-date offair ~~its~~value ~~mineral~~as ~~interests~~the ~~using~~measurement ~~estimated~~objective ~~expected~~for ~~cash~~all ~~flow~~assets ~~associated~~acquired ~~with the obligation~~ and ~~discounting~~liabilities ~~the~~assumed ~~amount~~in ~~using~~ a ~~credit-adjusted,~~ ~~risk-free~~business ~~interest rate~~combination. AtCertain provisions ~~least~~of ~~annually,~~this ~~our~~standard ~~company~~ will ~~reassess~~, ~~the~~among ~~obligation~~other tothings, ~~determine~~impact ~~whether~~the ~~a change in any estimated~~determination ~~obligation~~of isacquisition-date ~~necessary.~~fair ~~Our~~value ~~company~~of ~~will~~consideration ~~evaluate~~paid ~~whether~~in ~~there~~a ~~are~~business ~~indicators~~combination ~~that~~(including ~~suggest~~contingent ~~the~~considerations); ~~estimated~~exclude ~~cash~~transaction ~~flows~~costs ~~underlying~~from acquisition ~~the~~accounting; ~~obligation~~and ~~have~~change ~~materially changed.~~accounting ~~Should~~practices ~~those~~for ~~indicators~~acquired contingencies, ~~suggest~~acquisition- ~~the~~related ~~estimated~~restructuring ~~obligation~~costs, ~~has~~in-process ~~materially~~research and ~~changed;~~development, ~~our~~indemnification ~~company~~assets ~~will~~and ~~accordingly~~tax ~~update~~benefits. ~~its~~SFAS ~~assessment~~No. As141R ofis ~~May 31, 2009,~~effective ~~our~~for ~~company~~business ~~had~~combinations ~~not~~and ~~undertaken~~adjustments ~~major~~to ~~drilling~~an ~~activity~~acquired onentity’s ~~its~~deferred ~~properties~~tax asset and ~~had not~~liability ~~incurred~~balances ~~significant~~occurring ~~reclamation~~for ~~obligations.~~fiscal Asyears ~~such,~~beginning noafter ~~asset retirement~~December ~~obligation~~15, ~~accrual~~2008. ~~was~~The ~~made~~adoption inof ~~the~~this ~~three-months~~statement ~~period~~did ~~ended~~not ~~May~~have ~~31,~~a ~~2009~~material ~~and May~~effect ~~31,~~on ~~2008~~the Company’s ~~consolidated~~ financial statements.

-In 28December -2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement, an amendment of ARB No. 51,” which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCI) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008 and interim periods within those fiscal years. The provisions of the standard are to be applied to all NCI’s prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively to all periods presented. The adoption of this statement did not have a material effect on the Company’s financial statements.

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

~~Management~~In ~~has~~May ~~made~~2008, ~~significant assumptions and estimates determining~~ the ~~fair~~FASB ~~market~~issued ~~value~~SFAS ~~of stock-based compensation granted to employees and non-employees~~No. ~~These~~162, ~~estimates~~“The ~~have~~Hierarchy ~~an effect on the stock-based~~of ~~compensation~~Generally ~~expense~~Accepted ~~recognized~~Accounting ~~and the additional paid-in capital and share capital balances on our company’s Balance Sheet~~Principles.” The ~~value~~current ofGAAP ~~each~~hierarchy, ~~option~~as ~~award~~set isforth ~~estimated~~in on the ~~date~~American Institute of ~~grant~~Certified ~~using~~Public ~~the~~Accountants ~~Black-Scholes option-pricing model.~~(AICPA) ~~For~~Statement ~~non-employees, such amount is revalued~~ on aAuditing ~~quarterly~~Standards ~~basis~~No. ~~To date~~69, ~~substantially~~ ~~all~~The Meaning of ~~our~~Present ~~stock~~Fairly ~~option grants have been to directors and~~in ~~employees.~~Conformity ~~Increases~~With inGenerally ~~our~~Accepted ~~share~~Accounting ~~price~~Principles, ~~will~~has ~~likely~~been ~~result in increased stock~~criticized ~~option~~because ~~compensation~~(1) ~~expense.~~it ~~The~~is ~~Black-Scholes~~directed ~~option-pricing~~to ~~model requires~~ the ~~input~~ ofauditor ~~subjective~~rather ~~assumptions,~~than ~~including~~ the ~~expected~~entity, ~~term~~(2) ofit ~~the option award~~is complex, and ~~stock~~(3) ~~price~~it ~~volatility.~~ranks ~~The~~FASB ~~expected~~Statements ~~term~~ of ~~options~~Financial ~~granted~~Accounting ~~for~~Concepts. ~~the~~The ~~purposes~~FASB ofbelieves ~~the~~that ~~Black-Scholes calculation is~~ the ~~term~~GAAP ofhierarchy ~~the~~should ~~award~~be ~~since~~directed ~~all grants are~~ to ~~non-employees.~~entities ~~Because~~because ~~our company has only recently become a~~it ~~mineral~~is ~~exploration company,~~ the ~~expected~~entity ~~volatility~~(not isits ~~based~~auditor) onthat ~~comparable junior~~is ~~mineral~~responsible ~~exploration~~for ~~companies~~selecting ~~who~~accounting principles ~~granted~~for ~~similar~~financial ~~term~~statements ~~options.~~that ~~These estimates~~are ~~involve~~presented ~~inherent~~in ~~uncertainties~~conformity ~~and~~with ~~the application of management judgment.~~

~~Off-Balance~~9 ~~Sheet Arrangements~~

WeGAAP. ~~have~~Accordingly, ~~not~~the ~~entered~~FASB ~~into~~concluded ~~any~~that ~~transactions~~the ~~with~~GAAP ~~unconsolidated~~hierarchy ~~entities~~should ~~whereby~~reside wein ~~have~~the ~~financial~~accounting ~~guarantees~~literature orestablished ~~other~~by ~~contingent~~the ~~arrangements~~FASB and is issuing this Statement to achieve that ~~expose~~result. usThis Statement is effective 60 days following the SEC's approval of the Public Company Accounting Oversight Board amendments to ~~material~~AU ~~continuing~~Section ~~risks~~411, ~~contingent~~The ~~liabilities~~Meaning orof ~~any~~Present ~~other~~Fairly in Conformity ~~obligations~~With ~~that~~Generally ~~provide~~Accepted ~~financing,~~Accounting ~~liquidity,~~Principles. ~~market~~The ~~risk~~adoption orof ~~credit~~FASB ~~risk~~162 is not ~~support~~expected to ushave a material impact on the Company's financial statements.

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

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

FSP 142-3

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

APB 14-1

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

Application of Critical Accounting Policies

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

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

Mineral Property and Exploration Costs

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

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

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

Asset Retirement Obligations

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

Stock-based Compensation

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

Off-Balance Sheet Arrangements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4T. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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

More specifically, management has identified the following material weaknesses:

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

- 29-

shares outstanding not reconciled to transfer agent on regular basis

~~tax~~13 ~~returns are not filed timely.~~

Changes in Internal ~~Controls~~Control over Financial ~~Reporting~~ Reporting

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

Certifications

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

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

Risks Related to our Business

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

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

-14 ~~30 -~~

~~Because~~exploration ofdo ~~the~~not ~~speculative~~reveal ~~nature~~viable ofcommercial ~~the~~mineralization, ~~exploration of~~we ~~mineral~~may ~~properties,~~decide ~~there~~to isabandon ~~no assurance that~~ our ~~exploration~~interests ~~activities will result~~ in the ~~discovery~~Arizona ofProperties. ~~additional~~If ~~any quantities~~this ~~of uranium on the Pinetree-Reno Creek Property~~happens,~~or any quantities of~~ ~~uranium~~our onbusiness ~~the~~will ~~Arizona~~likely ~~Properties or any other additional properties we may acquire~~fail.

WeBecause ~~intend~~of tothe ~~continue~~speculative ~~exploration~~nature onof the ~~Pinetree-Reno~~exploration ~~Creek~~of ~~Property~~mineral ~~and~~properties, ~~the~~there ~~Arizona~~is ~~Properties~~no ~~and~~assurance wethat ~~may~~our orexploration ~~may~~activities ~~not acquire additional~~will ~~interests~~result in ~~other~~the ~~mineral~~discovery ~~properties.~~of ~~The~~additional ~~search for minerals as a business is~~quantities ~~extremely~~of ~~risky.~~uranium ~~We can provide investors with no assurance that exploration~~ on ~~the~~ ~~Pinetree-Reno Creek Property,~~ the Arizona Properties or any other ~~property that~~additional properties we may ~~acquire, will establish that any commercially exploitable quantities~~ ~~of minerals exist~~acquire.

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

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

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

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

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

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

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.

- 31 -

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

Uranium prices have been highly volatile, and are affected by numerous international economic and political factors over which we have no control. The spot price of uranium on ~~July~~October 713, 2009 was $5246.00 per pound, the same as it was on October 13, 2008. Uranium is primarily used for power generation in nuclear power plants, and the number of customers is somewhat limited in comparison to other global commodities. The price of uranium is affected by numerous factors beyond our control, including the demand for nuclear power, increased supplies from both existing and new uranium mines, sales of uranium from existing government stockpiles, and political and economic conditions.

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

Risks Associated with our Company

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

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

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

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

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

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

-As 32we -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

As17 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.

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

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

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

WeOther than $30,000 received for consulting work done during the quarter ended August 31, 2009, we have not generated any revenues since our inception and we will continue to incur operating expenses without revenues until we are in commercial deployment. Our net loss from March 23, 2005 (Inception) to ~~May~~August 31, 2009 was $14,~~616~~992,~~346~~171. We had cash and cash equivalents in the amount of $~~534~~183,~~165~~ 894 as of ~~May~~August 31, 2009, which is not expected to meet our planned cash requirements for the ensuing year. We have no income from operations. We have reduced our budget and estimate our total average monthly operating expenses to be approximately $~~100~~91,000 each month. We cannot provide assurances that we will be able to successfully explore the current property and project and develop our business. These circumstances raise substantial doubt about our ability to continue as a going concern. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company. Therefore, there is substantial doubt about our ability to continue operations in the future as a going concern as described in the auditors’ report by our auditors with respect to the consolidated financial statements for the year ended February 28, 2009. Our audited financial statements for the year ended February 28, 2009 don’t include adjustments for this uncertainty. If we are unable to continue as a going concern, investors will likely lose all of their investments in our company.

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

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

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

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

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

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

- 33 -

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

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

Risks Associated with our Common Stock

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

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

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

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

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

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

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

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

-In 34addition 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

~~effecting~~20 the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

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

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

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5. OTHER INFORMATION

~~None~~On August 21, 2009 we entered into the following agreements:

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

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

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

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

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

1.	sell to NCA Nuclear, all of the outstanding membership interest in its Delaware subsidiary, AUC LLC, through a LLC Purchase Agreement, for consideration of $30,000,000 to be paid by NCA Nuclear to Strathmore.

2.	sell to NCA Nuclear all claims, leases, option agreements, licenses, permits, permit applications, equipment and other all other documents and assets held by Strathmore that relate to the property known as the Reno Creek Property;

3.	assign to NCA Nuclear all of its rights and obligations pursuant to the following agreements:

		the August 20, 2007 Option and Joint Venture Agreement between our company and Strathmore; and,

		the January 3, 2008 Limited Liability Company Operating Agreement of AUC LLC and any other agreements relating to AUC LLC between Strathmore and our company.

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

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

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

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

Letter Agreement with Bayswater Uranium Corporation

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

	1.	consent to the assignment and termination of the agreements being assigned to NCA Nuclear as described above; and,

	2.	sell to Bayswater Uranium Corporation all of our assets relating to the Reno Creek Property.

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

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

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

Consulting Agreement with Bayswater Uranium Corporation

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

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

Departure of Directors or Certain Officers

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

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

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

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

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

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

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

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

* Filed herewith.

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SIGNATURES

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

AMERICAN URANIUM CORPORATION

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

Per:	/s/ Robert A. Rich
	Robert A. Rich
	President, CEO, CFO, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and
	Principal Accounting Officer)


Date:	October 14, 2009

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