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)

<TABLE>
<CAPTION>
<S>                                                                          <C>
                         COLORADO                                                           NONE
-------------------------------------------------------------               ----------------------------------
(State or other jurisdiction of incorporation or organization)              (I.R.S. Employer Identification No.)
</TABLE>

                                206-475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                    (Address of principal executive offices)

                URANIUM POWER CORPORATION 2004 STOCK OPTION PLAN
                            (full title of the plan)

                        THORNTON J. DONALDSON, PRESIDENT
                                206 -475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                                  604-685-8355

(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
                                                      AMOUNT TO BE   PROPOSED MAXIMUM  MAXIMUM AGGREGATE   AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED(1)  OFFERING PRICE(2) OFFERING PRICE (2)  REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>               <C>                 <C>
Common Stock, par value $0.001 per share, under the:
----------------------------------------------------- ----------------- ---------------------- -------------------------------
     Uranium Power Corporation 2004 Stock Option            900,000  $           0.39  $         351,000   $            44.47
     Plan
----------------------------------------------------- ----------------- ---------------------- -------------------------------
        Total                                               900,000  $           0.39  $         351,000   $            44.47
==============================================================================================================================
</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 $0.39 which was the closing price of
      Uranium Power Corporation's common stock on October 14, 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, 2004, filed on July 29, 2004, which contains audited financial
statements for the most recent fiscal year.

         (b) 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.

         (c) 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
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.


                                      II-1
<PAGE>

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER                           DESCRIPTION
-------  -----------------------------------------------------------------
4.1      Uranium Power Corporation 2004 Stock Option Plan

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 Registered Public
         Accounting Firm

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)

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
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.


                                      II-2
<PAGE>

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
October 14, 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 14th day of October, 2004.

         SIGNATURE                        TITLE


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


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


                                      II-4
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                           DESCRIPTION
-------  -----------------------------------------------------------------
4.1      Uranium Power Corporation 2004 Stock Option Plan

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 Registered Public
         Accounting Firm

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)


                                      II-5
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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 of incorporation or organization)              (I.R.S. Employer Identification No.)
206-475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                    (Address of principal executive offices)

                URANIUM POWER CORPORATION 2004 STOCK OPTION PLAN
                            (full title of the plan)

                        THORNTON J. DONALDSON, PRESIDENT
                                206 -475 HOWE ST.
                                 VANCOUVER, B.C.
                                 CANADA, V6C-2B3
                                  604-685-8355

(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
                                                      AMOUNT TO BE   PROPOSED MAXIMUM  MAXIMUM AGGREGATE   AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED                  REGISTERED(1)  OFFERING PRICE(2) OFFERING PRICE (2)  REGISTRATION FEE(2)
------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.001 per share, under the:
----------------------------------------------------- ----------------- ---------------------- -------------------------------
     Uranium Power Corporation 2004 Stock Option            900,000  $           0.39  $         351,000   $            44.47
     Plan
----------------------------------------------------- ----------------- ---------------------- -------------------------------
        Total                                               900,000  $           0.39  $         351,000   $            44.47
==============================================================================================================================
(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 $0.39 which was the closing price of
      Uranium Power Corporation's common stock on October 14, 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, 2004, filed on July 29, 2004, which contains audited financial
statements for the most recent fiscal year.

         (b) 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.

         (c) 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
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.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

EXHIBIT
NUMBER                           DESCRIPTION
-------  -----------------------------------------------------------------
4.1      Uranium Power Corporation 2004 Stock Option Plan

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 Registered Public
         Accounting Firm

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)

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
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.

                                      II-2
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
October 14, 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 14th day of October, 2004.

         SIGNATURE                        TITLE

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

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

                                      II-4
INDEX TO EXHIBITS

EXHIBIT
NUMBER                           DESCRIPTION
-------  -----------------------------------------------------------------
4.1      Uranium Power Corporation 2004 Stock Option Plan

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 Registered Public
         Accounting Firm

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)

                                      II-5