SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

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

           COLORADO                                       NONE
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)
                                206-475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                    (Address of principal executive offices)

                URANIUM POWER CORPORATION 2003C STOCK OPTION PLAN
                            (full title of the plan)

                        THORNTON J. DONALDSON, PRESIDENT
                                206 -475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                                 (403) 617-3451
 (Name, address and telephone number, including area code, of agent for service)

                                    COPY TO:

                                THERESA MEHRINGER
                             BURNS FIGA & WILL, P.C.
                    6400 S. FIDDLERS GREEN CIRCLE, SUITE 1030
                            ENGLEWOOD, COLORADO 80111
                                 (303) 796-2626
                             ----------------------

<TABLE>
<CAPTION>
                                                    CALCULATION OF REGISTRATION FEE

===============================================================================================================================
                                                                                      PROPOSED MAXIMUM          AMOUNT OF
                                               AMOUNT TO BE    PROPOSED MAXIMUM      AGGREGATE OFFERING      REGISTRATION FEE
    TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)  OFFERING PRICE (2)         PRICE (2)                 (2)
--------------------------------------------- --------------- ------------------- ------------------------- -------------------
<S>                                              <C>                <C>                  <C>                     <C>
Common Stock, par value $0.001 per share,
under the:
--------------------------------------------- --------------- ------------------- ------------------------- -------------------
     Uranium Power Corporation 2003c Stock       600,000            $0.41                 $246,000                $31.17
     Option Plan
--------------------------------------------- --------------- ------------------- ------------------------- -------------------
       Total                                     600,000            $0.41                 $246,000                $31.17
===============================================================================================================================
</TABLE>


(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     such employee benefit plans as the result of any future stock split, stock
     dividend or similar adjustment of the outstanding common stock.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act"). The calculation of the registration fee is
     based upon a per share price of $0.41 which was the closing price of
     Uranium Power Corporation's common stock on May 25, 2004, as reported for
     such date by the Over-the-Counter Bulletin Board.


<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


      The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Uranium Power Corporation, a Colorado
corporation (the "Registrant"), are hereby incorporated by reference in this
Registration Statement:


            (a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended April 30, 2003, filed on September 16, 2003, which contains audited
financial statements for the most recent fiscal year.


            (b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended July 31, 2003, October 31, 2003 and January 31, 2004 filed on
September 18, 2003, December 22, 2003 and March 16, 2004, respectively, and the
Registrant's Current Report on Form 8-K, filed on February 11, 2004.


            (c) The description of the Registrant's common stock contained in
the Registration Statement on Form 10-SB/A, filed on January 20, 2000, under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports filed for the purpose of updating
such description.


            (d) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-KSB referred to in (a) above.


      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective date
of filing of such documents.


ITEM 4.  DESCRIPTION OF SECURITIES


      Not applicable.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL


      None.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


      The Registrant's Articles of Incorporation limit the liability of the
Registrant's directors to the fullest extent permitted by the Colorado Business
Corporation Act as it currently exists or as it may be amended in the future.
Any repeal of or modification to such provision in the Registrant's Articles of
Incorporation may not adversely affect the rights of a director with respect to
any acts or omissions of such director occurring prior to such repeal or
modification. Subject to the Colorado Business Corporation Act, no director will
be personally liable to the Registrant or its shareholders for monetary damages
resulting from his or her conduct as a director, except liability for: (i) any
breach of the director's duty of loyalty to the corporation or to its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts specified under
Section 7-108-403 of the Colorado Business Corporation Act or any amended or
successor provision thereof; or (iv) for any transaction from which the director
derived an improper personal benefit. The Registrant's Articles of Incorporation
further provide that if the Colorado Business Corporation Act is amended after
the relevant indemnification provisions in the Articles of Incorporation are


                                      II-1
<PAGE>

adopted to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Colorado Business Corporation Act, as so amended.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED


      Not applicable.


ITEM 8.  EXHIBITS

  EXHIBIT
   NUMBER                         DESCRIPTION
-----------   ------------------------------------------------------------------
    5.1       Opinion of Burns, Figa & Will, P.C. regarding the legality of the
              common stock being registered

   23.1       Consent of Pannell Kerr Forster, Independent Auditors

   23.2       Consent of Burns, Figa & Will, P.C. (included in opinion filed as
              Exhibit 5.1)

   24.1       Power of Attorney (see signature page)

   99.1       Uranium Power Corporation 2003c Stock Option Plan



ITEM 9.  UNDERTAKINGS


A. The undersigned Registrant hereby undertakes:


      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:


            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;


            (ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and


            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.


      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.


B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by


                                      II-2
<PAGE>

reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, province of British Columbia, Canada on
May 27, 2004.

                                          URANIUM POWER CORPORATION

                                          By: /s/ Thornton Donaldson
                                              ----------------------
                                              Thornton Donaldson,
                                              President


                                POWER OF ATTORNEY


      Each person whose individual signature appears below hereby authorizes
Thornton Donaldson, as attorney-in-fact with full power of substitution, to
execute in the name and on the behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.


      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on this 27th day of May 2004.


             SIGNATURE                   TITLE
             ---------                   -----

      /s/ Thornton Donaldson
      ----------------------
      Thornton Donaldson             President

      /s/ Thornton Donaldson
      ----------------------
      Thornton J. Donaldson          Director and acting Chief Financial Officer


      /s/ William Timmins
      ----------------------
      William G. Timmins             Director



                                      II-4
<PAGE>

                                INDEX TO EXHIBITS


     EXHIBIT
      NUMBER                      DESCRIPTION
     --------       ------------------------------------------------------------

       5.1          Opinion of Burns, Figa & Will, P.C. regarding the legality
                    of the common stock being registered

      23.1          Consent of Pannell Kerr Forster, Independent Auditors

      23.2          Consent of Burns, Figa & Will, P.C. (included in opinion
                    filed as Exhibit 5.1)

      24.1          Power of Attorney (see signature page)

      99.1          Uranium Power Corporation 2003c Stock Option Plan


                                      II-1
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{"company-data": {"conformed-name": "URANIUM POWER CORP", "cik": "0001096791", "assigned-sic": "1090", "irs-number": "000000000", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116025", "film-number": "04838887"}, "business-address": {"street1": "206-475 HOWE ST", "city": "VANCOUVER BC", "state": "A1", "zip": "00000", "phone": "6046858355"}, "mail-address": {"street1": "206-475 HOWE ST", "street2": "V6C 2B3", "city": "VANCOUVER BC"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ----------------------

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

           COLORADO                                       NONE
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)
                                206-475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                    (Address of principal executive offices)

                URANIUM POWER CORPORATION 2003C STOCK OPTION PLAN
                            (full title of the plan)

                        THORNTON J. DONALDSON, PRESIDENT
                                206 -475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                                 (403) 617-3451
 (Name, address and telephone number, including area code, of agent for service)

                                    COPY TO:

                                THERESA MEHRINGER
                             BURNS FIGA & WILL, P.C.
                    6400 S. FIDDLERS GREEN CIRCLE, SUITE 1030
                            ENGLEWOOD, COLORADO 80111
                                 (303) 796-2626
                             ----------------------
CALCULATION OF REGISTRATION FEE

===============================================================================================================================
                                                                                      PROPOSED MAXIMUM          AMOUNT OF
                                               AMOUNT TO BE    PROPOSED MAXIMUM      AGGREGATE OFFERING      REGISTRATION FEE
    TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)  OFFERING PRICE (2)         PRICE (2)                 (2)
--------------------------------------------- --------------- ------------------- ------------------------- -------------------
Common Stock, par value $0.001 per share,
under the:
--------------------------------------------- --------------- ------------------- ------------------------- -------------------
     Uranium Power Corporation 2003c Stock       600,000            $0.41                 $246,000                $31.17
     Option Plan
--------------------------------------------- --------------- ------------------- ------------------------- -------------------
       Total                                     600,000            $0.41                 $246,000                $31.17
===============================================================================================================================
(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant to
     such employee benefit plans as the result of any future stock split, stock
     dividend or similar adjustment of the outstanding common stock.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act"). The calculation of the registration fee is
     based upon a per share price of $0.41 which was the closing price of
     Uranium Power Corporation's common stock on May 25, 2004, as reported for
     such date by the Over-the-Counter Bulletin Board.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents filed with the Securities and Exchange Commission
(the "Commission") by the registrant, Uranium Power Corporation, a Colorado
corporation (the "Registrant"), are hereby incorporated by reference in this
Registration Statement:

            (a) The Registrant's Annual Report on Form 10-KSB for the fiscal
year ended April 30, 2003, filed on September 16, 2003, which contains audited
financial statements for the most recent fiscal year.

            (b) The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended July 31, 2003, October 31, 2003 and January 31, 2004 filed on
September 18, 2003, December 22, 2003 and March 16, 2004, respectively, and the
Registrant's Current Report on Form 8-K, filed on February 11, 2004.

            (c) The description of the Registrant's common stock contained in
the Registration Statement on Form 10-SB/A, filed on January 20, 2000, under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including any amendments or reports filed for the purpose of updating
such description.

            (d) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-KSB referred to in (a) above.

      All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof, and prior to the filing
of a post-effective amendment which indicates that the securities offered hereby
have been sold or which deregisters the securities covered hereby then remaining
unsold, shall also be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof commencing on the respective date
of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

      None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Registrant's Articles of Incorporation limit the liability of the
Registrant's directors to the fullest extent permitted by the Colorado Business
Corporation Act as it currently exists or as it may be amended in the future.
Any repeal of or modification to such provision in the Registrant's Articles of
Incorporation may not adversely affect the rights of a director with respect to
any acts or omissions of such director occurring prior to such repeal or
modification. Subject to the Colorado Business Corporation Act, no director will
be personally liable to the Registrant or its shareholders for monetary damages
resulting from his or her conduct as a director, except liability for: (i) any
breach of the director's duty of loyalty to the corporation or to its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) acts specified under
Section 7-108-403 of the Colorado Business Corporation Act or any amended or
successor provision thereof; or (iv) for any transaction from which the director
derived an improper personal benefit. The Registrant's Articles of Incorporation
further provide that if the Colorado Business Corporation Act is amended after
the relevant indemnification provisions in the Articles of Incorporation are

                                      II-1
adopted to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of the
corporation shall be eliminated or limited to the fullest extent permitted by
the Colorado Business Corporation Act, as so amended.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.  EXHIBITS

  EXHIBIT
   NUMBER                         DESCRIPTION
-----------   ------------------------------------------------------------------
    5.1       Opinion of Burns, Figa & Will, P.C. regarding the legality of the
              common stock being registered

   23.1       Consent of Pannell Kerr Forster, Independent Auditors

   23.2       Consent of Burns, Figa & Will, P.C. (included in opinion filed as
              Exhibit 5.1)

   24.1       Power of Attorney (see signature page)

   99.1       Uranium Power Corporation 2003c Stock Option Plan

ITEM 9.  UNDERTAKINGS

A. The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

            (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

            (ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and

            (iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by

                                      II-2
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Vancouver, province of British Columbia, Canada on
May 27, 2004.

                                          URANIUM POWER CORPORATION

                                          By: /s/ Thornton Donaldson
                                              ----------------------
                                              Thornton Donaldson,
                                              President

                                POWER OF ATTORNEY

      Each person whose individual signature appears below hereby authorizes
Thornton Donaldson, as attorney-in-fact with full power of substitution, to
execute in the name and on the behalf of each person, individually and in each
capacity stated below, and to file, any and all amendments to this Registration
Statement, including any and all post-effective amendments.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
below on this 27th day of May 2004.

             SIGNATURE                   TITLE
             ---------                   -----

      /s/ Thornton Donaldson
      ----------------------
      Thornton Donaldson             President

      /s/ Thornton Donaldson
      ----------------------
      Thornton J. Donaldson          Director and acting Chief Financial Officer

      /s/ William Timmins
      ----------------------
      William G. Timmins             Director

                                      II-4
INDEX TO EXHIBITS

     EXHIBIT
      NUMBER                      DESCRIPTION
     --------       ------------------------------------------------------------

       5.1          Opinion of Burns, Figa & Will, P.C. regarding the legality
                    of the common stock being registered

      23.1          Consent of Pannell Kerr Forster, Independent Auditors

      23.2          Consent of Burns, Figa & Will, P.C. (included in opinion
                    filed as Exhibit 5.1)

      24.1          Power of Attorney (see signature page)

      99.1          Uranium Power Corporation 2003c Stock Option Plan

                                      II-1