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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Uranium Power Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
917022105
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(CUSIP Number)
Theresa M. Mehringer, Esq., c/o Smith McCullough, P.C.
4643 S. Ulster Street, Suite 900, Denver, Colorado 80237 (303) 221-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
12/31/99
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
<PAGE>
CUSIP No. 917022105
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Thornton J. Donaldson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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NUMBER OF 7 SOLE VOTING POWER
SHARES 100,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 297,000
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100,000
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10 SHARED DISPOSITIVE POWER
297,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
397,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
Item 1. Security and Issuer
Common Stock, $.001 par value per share
Uranium Power Corporation
206 - 475 Howe Street
Vancouver, British Columbia
Canada V6C 2B3
Item 2. Identity and Background
(a) The Reporting Person is Thornton J. Donaldson.
(b) The business address of the Reporting Person is:
206 - 475 Howe Street
Vancouver, British Columbia
Canada V6C 2B3
(c) Thornton J. Donaldson is President and Director of Uranium
Power Corporation business address is the same as listed in
Item 2(b)).
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, the Reporting Person has not been
a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which the
Reporting Person was or is subject to a judgement, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violations with respect to such laws.
(f) Thornton J. Donaldson is a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Person acquired 300,000 shares of the Issuer in
exchange for the Reporting Person's share of the Athabasca
Uranium Syndicate, which was acquired by the Issuer on April
13, 1998. The Reporting Person purchased his share of the
Athabasca Uranium Syndicate with personal funds.
Item 4 Purpose of Transaction
The Reporting Person received his shares of the Issuer as a
result of the Issuer's acquisition of his interests in the
Athabasca Uranium Syndicate
As President and a Director of the Issuer, the Reporting
Person may be involved in a decision to issue more shares of
the Issuer's Common Stock to raise additional funds for the
Issuer.
3
<PAGE>
Item 5 Interest in the Securities of the Issuer
(a) The Reporting Person directly owns 100,000 shares and
indirectly owns 297,000 shares, resulting in beneficial
ownership by the Reporting Person of an aggregate of 397,000
shares, representing approximately 5.7% of the Issuer's
outstanding common stock as of December 20, 1999.
(b) The Reporting Person has the sole power to vote, direct the
vote of, dispose of and direct the disposition of 100,000
shares of common stock. The Reporting Person has the power to
vote, direct the vote of, dispose of and direct the
disposition of 275,000 shares, which are owned by United
Corporate Advisors, Ltd., of which the Reporting Person is the
President, a Director and a shareholder. The Reporting
Person's spouse owns 22,000 shares and has the power to vote,
direct the vote of, dispose of and direct the disposition of
the shares.
(c) No transactions in the Issuer's common stock have been
effected in the last 60 days by the reporting Person.
(d) No other person has rights with respect to the securities
beneficially owned by the Reporting Person.
(e) Not Applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to the Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits
None
4
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: February 7, 2000
/s/Thornton J. Donaldson
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Thornton J. Donaldson
5
