UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549








FORM
      10-KSB








(Mark
      One)


x
              Annual
                  Report under Section 13 or 15 (d) of The Securities Exchange Act
                  of
                  1934For
                  the fiscal year ended December 31, 2007o
              Transition
                  Report under Section 14 or 15 (d) of The Securities Exchange Act
                  of
                  1934For
                  the transition period from _________ to
                  __________.




**URANIUM
      308 CORP**


(Exact
      name of registrant as specified in its charter)


Nevada
              000-52476
              33-1173228(State
                  or other jurisdiction of Company)
              (Commission
                  File No.)
              (I.R.S.
                  Employer Identification No.)




**2820W.
      Charleston Blvd., Suite 22**


**Las
      Vegas, Nevada**


**89102**





**(Address
      of principal executive offices, including Zip Code)**





**Registrant’s
      telephone number, including area code: 1-866-892-5232**





**N/A**


**(Former
      name or former address, if changed since last report)**





Securities
      registered under Section 12 (b) of the Exchange Act: None





Securities
      registered under Section 12 (g) of the Exchange Act: Common Stock, $0.00001
      par
      value.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act:    Yes o No
x





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Exchange Act during the past twelve 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
o










Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act). Yes o No
x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of the Form 10-KSB
      or any amendment to this Form 10-KSB.    o





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





State
      issuer’s revenues for its most recent fiscal year: Nil





The
      aggregate market value of the voting and non-voting shares of common equity
      held
      by non-affiliates of the Registrant as of April 8, 2008 was 60,604,467 shares
      at
      $1.04 per share = $63,028,645.68.





The
      number of outstanding shares of the registrant’s Common Stock, $0.00001 par
      value, as of April 8, 2008 was 104,604,467 shares.




Transitional
      Small Business Disclosure Format:    Yes o    
No
x




ii


**Table
      Of Contents**


**Part
                  I**
              **1**Item
                  1.
              Description
                  Of Business
              1Item
                  2.
              Description
                  Of Property
              8Item
                  3.
              Legal
                  Proceedings
              13Item
                  4.
              Submission
                  Of Matters To A Vote Of Security Holders
              14**Part
                  II**
              **14**Item
                  5.
              Market
                  For Common Equity And Related Stockholder Matters
              14Item
                  6.
              Management’s
                  Discussion And Analysis Or Plan Of Operation
              16Item
                  7.
              Financial
                  Statements
              23Item
                  8.
              Changes
                  In And Disagreements With Accountants On Accounting And Financial
                  Disclosure
              24Item
                  8a.
              Controls
                  And Procedures
              24Item
                  8b.
              Other
                  Information
              25**Part
                  III**
              **26**Item
                  9.
              Directors,
                  Executive Officers, Promoters, Control Persons And Corporate Governance;
                  Compliance With Section 16(A) Of The Exchange Act
              26Item
                  10.
              Executive
                  Compensation
              31Item
                  11.
              Security
                  Ownership Of Certain Beneficial Owners And Management And Related
                  Stockholder Matters
              32Item
                  12.
              Certain
                  Relationships And Related Transactions
              36Item
                  13.
              Exhibits
              37Item
                  14.
              Principal
                  Accountant Fees And Services
              38**SIGNATURES**
              **39**Exhibit
                  Index
              40


iii


USE
      OF
      NAMES




In
      this
      annual report, the terms “Uranium 308”, “Company”, “we”, or “our”, unless the
      context otherwise requires, mean Uranium 308 Corp. and its subsidiaries.




CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS




This
      annual report on Form 10-KSB and other reports that we file with the SEC contain
      statements that are considered forward-looking statements. Forward-looking
      statements give the Company’s current expectations, plans, objectives,
      assumptions or forecasts of future events. All statements other than statements
      of current or historical fact contained in this annual report, including
      statements regarding the Company’s future financial position, business strategy,
      budgets, projected costs and plans and objectives of management for future
      operations, are forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend,” and similar expressions. These statements are based
      on the Company’s current plans and are subject to risks and uncertainties, and
      as such the Company’s actual future activities and results of operations may be
      materially different from those set forth in the forward looking statements.
      Any
      or all of the forward-looking statements in this annual report may turn out
      to
      be inaccurate and as such, you should not place undue reliance on these
      forward-looking statements. The Company has based these forward-looking
      statements largely on its current expectations and projections about future
      events and financial trends that it believes may affect its financial condition,
      results of operations, business strategy and financial needs. The
      forward-looking statements can be affected by inaccurate assumptions or by
      known
      or unknown risks, uncertainties and assumptions due to a number of factors,
      including:




·
            risks
                and uncertainties relating to the interpretation of drill results,
                the
                geology, grade and continuity of mineral deposits;




·
            results
                of initial feasibility, pre-feasibility and feasibility studies,
                and the
                possibility that future exploration, development or mining results
                will
                not be consistent with our expectations;




·
            mining
                and development risks, including risks related to accidents, equipment
                breakdowns, labor disputes or other unanticipated difficulties with
                or
                interruptions in production;




·
            the
                potential for delays in exploration or development activities or
                the
                completion of feasibility studies;




·
            risks
                related to the inherent uncertainty of production and cost estimates
                and
                the potential for unexpected costs and expenses;




·
            risks
                related to commodity price fluctuations;




·
            risks
                related to failure to obtain adequate financing on a timely basis
                and on
                acceptable terms for our planned exploration and development projects;




·
            risks
                related to environmental regulation and liability;




·
            political
                and regulatory risks associated with mining development and exploration;




·
            dependence
                on key personnel;




·
            competitive
                factors;




·
            general
                economic conditions in the United States and Mongolia;
                and




·
            other
                risks and uncertainties related to our prospects, properties and
                business
                strategy.




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




These
      forward-looking statements speak only as of the date on which they are made,
      and
      except to the extent required by federal securities laws, we undertake no
      obligation to update any forward-looking statements to reflect events or
      circumstances after the date on which the statement is made or to reflect the
      occurrence of unanticipated events. In addition, we cannot assess the impact
      of
      each factor on our business or the extent to which any factor, or combination
      of
      factors, may cause actual results to differ materially from those contained
      in
      any forward-looking statements. All subsequent written and oral forward-looking
      statements attributable to the Company or persons acting on its behalf are
      expressly qualified in their entirety by the cautionary statements contained
      in
      this annual report.


iv




**Part
      I**




***Item
      1. Description Of Business***




**Prior
      Operational History**




Uranium
      308 Corp. (the “Company”) was incorporated in the State of Nevada on November
      18, 2005. The Company is an exploration stage Company as defined by Statement
      of
      Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting for
      Development Stage Enterprises.” On July 2, 2007, the Company completed a merger
      with its wholly-owned subsidiary, Uranium 308 Corp., which was incorporated
      in
      the State of Nevada on June 12, 2007 solely to effect a name change. As a
      result, the Company changed its name from Montagu Resources Corp. to Uranium
      308
      Corp. The Company's common shares are listed for trading on the OTC Bulletin
      Board under the symbol “URCO”.




The
      Company initially acquired 100% of the rights, title and interest in a mining
      claim representing 20 units in the Kamloops Mining Division in the province
      of
      British Columbia, Canada, in November 2005. This property was acquired through
      the Company’s then President and director, Sadru Mohamed. As mineral claims in
      British Columbia must be registered in the name of a British Columbia resident,
      the claim was registered in Mr. Mohamed’s name who agreed to hold the claim in
      trust on behalf of the Company. The claim was set for renewal on November 23,
      2007, however the Company has chosen to forfeit the claim in keeping with the
      change of focus of the Company (see Change of Business below).




**Recent
      Corporate Developments**




On
      September 27, 2007, the Company completed a share purchase agreement entered
      into between the Company, Mongolia Energy Limited (“MEL”) and all of the
      stockholders of MEL. MEL is the sole stockholder/registered capital owner of
      Tooroibandi Limited (“Tooroibandi”), a company organized under the laws of
      Mongolia. As a result of entering into this share purchase agreement, the
      Company has indirectly acquired two exploration licenses identified by license
      numbers 12207X effective to November 14, 2009 and 1137X effective to February
      19, 2009, which are owned by Tooroibandi. License number 12207X covers 4,017
      hectares of mineral property named Jargalant, and License number 1137X covers
      15,621 hectares of mineral property named Elstiin Uul, which are both located
      in
      the Territory of Erdene soum, Tuv Province, Mongolia. The two licenses comprise
      the 196.38 sq. km Janchivlan Property, which is located approximately 70 km
      southeast of Ulaanbaatar, the capital of Mongolia.




On
      January 15, 2008, the Company entered into an asset purchase agreement (the
      “Asset Purchase Agreement”) with Success Start Energy Investment Co. (“Success
      Start”), a Hong Kong corporation, and the Company’s subsidiary, Tooroibandi
      whereby the Company has agreed to provide the consideration on behalf of
      Tooroibandi for the acquisition of two uranium exploration licenses from Success
      Start referenced as license number 10256X covering 1540 hectares (15.40 sq.
      km)
      (known as the Tsagaan Chuluut property) and license number 13060X covering
      3116
      hectares (31.15 sq. km) (known as the Khar Balgast property), which licenses
      are
      located 385 km east from the city of Ulaanbaatar, Mongolia and 75 km northwest
      from Undurkhaan, a town on the border of Umnudelger, Kherien and Binder Sum
      of
      Khentii Province of Mongolia.









On
      January 28, 2008, the Company entered into a share purchase agreement with
      MEL,
      Tooroibandi, Mongolia Metals Limited (“MML”), a company organized under the laws
      of the British Virgin Islands, and Hong Kong Mongolia Metals Limited (“HKMML”),
      a company organized under the laws of Mongolia and a wholly-owned subsidiary
      of
      MML, whereby MEL received a 10% ownership interest in MML in exchange for
      12,000,000 shares of common stock of the Company; and Tooroibandi has agreed
      to
      allow HKMML the use of certain land holdings controlled by Tooroibandi for
      HKMML’s exploration and development of four tin exploration licenses referenced
      as license numbers 13061X, 13062X, 13063X and 13064X covering 4658 hectares,
      which licenses are located approximately 70 km southeast of Ulaanbaatar, the
      capital of Mongolia, in exchange for Tooroibandi receiving a 1% ownership
      interest in HKMML.




On
      November 7, 2007, Mr. David Lorge was appointed as the Vice President of
      Exploration of Uranium 308 Corp. Mr. David Lorge has been a practicing geologist
      for 28 years and has wide experience in minerals, coal, and geothermal
      exploration and development. Mr. Lorge received a B.Sc. degree in Geological
      Engineering in 1979 from the Missouri School of Mines at the University of
      Missouri, Rolla.




On
      November 28, 2007, Mr. Chris Metcalf and Mr. Martin Shen were appointed as
      directors of Uranium 308 Corp. Mr. Christopher S. Metcalf is currently the
      President of Altitude Funds LLC, and Vice President of GF Private Equity Group
      LLC. In addition, Mr. Metcalf is has been a director of Sinobiomed Inc. since
      March 1, 2007. Mr. Metcalf holds degrees from the University of Chicago (MBA
      with Honors), and the University of Virginia (JD and B.Sc. in Commerce). Mr.
      Martin Shen has been the Controller and Chief Financial Officer of R. Wales
      and
      Son, a private Canadian manufacturer, since 2003. Mr. Shen is a Certified Public
      Accountant (Colorado) with special expertise in international accounting and
      taxation. In addition to holding a B.Sc. from the University of British
      Columbia, Mr. Shen has extensive tax training, including US Intermediate Tax
      Training (PwC, Tampa, Florida); US Tax Technical Training (PwC, Charleston,
      South Carolina); and Asia Region Tax Technical Training
      (Singapore).




On
      February 20, 2008, Dr. Earl Abbott was appointed as a director of Uranium 308
      Corp. Also in February of 2008, Dr. Abbott was appointed as a director of USA
      Uranium Corp. and its director of mining operations. In May 2007, Dr. Abbott
      was
      appointed as a director of Desert Gold Ventures Inc. From March 2004 to present,
      Dr. Abbott has been the President, Chief Executive Officer and Director of
      Tornado Gold International Corporation. Dr. Abbott resigned as the Chief
      Financial Officer of Tornado Gold in March 2006. From 2003 to December 1, 2006,
      Dr. Abbott was the president of Big Bar Gold Corp., a company reporting on
      a
      Canadian exchange, and he continues to serve as a director. From 2005 to
      December 1, 2006, Dr. Abbott served as president of AAA Minerals, which later
      became AAA Energy, a company reporting on a U.S. exchange, and he continues
      to
      serve as a director. From 1999 to present, Dr. Abbott has served as the
      president of King Midas Resources Ltd., a private Canadian company he founded,
      which has acquired U.S. and Mexican gold properties. From 1982 to the present,
      Dr. Abbott has been self-employed as a geological consultant, in which he
      manages metallic and industrial mineral projects and exploration programs.
      Dr.
      Abbott is a senior geologist with 33 years of experience in mineral exploration.
      Dr. Abbott earned his Bachelor of Arts degree in Geology in 1965 from San Jose
      State College, San Jose, California. Except as otherwise stated, Dr. Abbott
      is
      not an officer or director of any other reporting company.




2




**Change
      in Business**




Coinciding
      with its merger and subsequent name change, the Company has determined to change
      its business direction from that of being in the business of gold exploration
      to
      being one of uranium exploration. The Company acquired uranium licenses in
      Mongolia in the latter half of 2007 in keeping with the refocusing of the
      Company.




**RISK
      FACTORS**




An
      investment in the Company has a high degree of risk. Before you invest you
      should carefully consider the risks and uncertainties described below and the
      other information in this Annual Report. If any of the following risks actually
      occur, our business, operating results and financial condition could be harmed
      and the value of our stock could go down.




**RISKS
      ASSOCIATED WITH MINING**




***Properties
      under license are in the exploration stage. No assurances are given regarding
      the existence of any mineral resource on any of our properties under license
      in
      commercially exploitable quantities. Funds expended on exploration will be
      lost
      until such time as we are able to earn revenues from operations, if any. If
      we
      do not discover any mineral resource in commercially exploitable quantities,
      our
      business may fail.***




A
      reserve, in the context of a mining reserve, is defined by the Securities and
      Exchange Commission in its Industry Guide 7 as that part of a mineral deposit
      which could be economically and legally extracted or produced at the time of
      the
      reserve determination. The probability of an individual prospect ever having
      a
“reserve” that meets the requirements of the Securities and Exchange
      Commission's Industry Guide 7 is extremely remote; in all probability our
      mineral resource property does not contain any “reserve” and any funds that we
      spend on exploration will probably be lost.




Even
      if
      we do eventually discover a mineral reserve on one or more of our properties
      under license, there can be no assurance that we will be able to develop these
      properties into producing mines and extract those resources. Both mineral
      exploration and development involve a high degree of risk and few properties
      which are explored are ultimately developed into producing mines.




The
      commercial viability of an established mineral deposit will depend on a number
      of factors including, by way of example, the size, grade and other attributes
      of
      the mineral deposit, the proximity of the resource to infrastructure such as
      a
      processing facility, roads and a point for shipping, government regulation
      and
      market prices. Most of these factors will be beyond our control, and any of
      them
      could increase costs and make extraction of any identified mineral resource
      unprofitable.




3




***Mineral
      operations are subject to applicable law and government regulation. Discovery
      of
      a mineral resource in a commercially exploitable quantity is subject to these
      laws and regulations and could restrict or prohibit the exploitation of that
      mineral resource. Failure to exploit any mineral resource that we might discover
      may cause our business to fail.***




Mineral
      exploration and extraction procedures require permits from various foreign
      governmental authorities and are governed by laws and regulations, including
      those with respect to prospecting, mine development, mineral production,
      transport, export, taxation, labour standards, occupational health, waste
      disposal, toxic substances, land use, environmental protection, mine safety
      and
      other matters. We cannot assure that we will be able to obtain or maintain
      any
      of the permits required for continued exploration of the properties under
      license or for the construction and operation of a mine on these properties
      at
      economically viable costs. Failure to obtain and maintain permits or failure
      to
      construct and operate a mine may cause our business to fail.




We
      reasonably believe that we are in compliance with all material laws and
      regulations currently applicable to our activities, however we cannot assure
      that we can continue to remain in compliance. Applicable laws and regulations
      may be amended preventing us from complying with them, as amended. If we are
      unable to comply with any amending laws and regulations our business may
      fail.




***Establishing
      the existence of a mineral resource on any of the properties under license
      in
      commercially exploitable quantities und subsequently developing the property
      into a producing mine will require additional capital. Failure to raise this
      additional capital will prevent us from exploiting the resource and our business
      may fail.***




Discovery
      of mineral resources in commercially exploitable quantities on any of the
      properties under license will require us to expend substantial sums of money
      to
      establish the extent of the resource, develop processes to extract it and
      develop extraction and processing facilities and infrastructure. Although
      substantial benefits may be derived from the discovery of a major deposit,
      we
      cannot assure that such a resource will be significant to justify commercial
      operations, nor can we assure that we will be able to raise the funds required
      for timely development. Failure to raise the necessary capital or complete
      the
      necessary facilities and infrastructure may cause our business to fail.




***Mineral
      exploration and development is subject to extraordinary operating risks. We
      currently do not insure against these risks. As a result of an uninsured event
      our liability may exceed our resources, which would adversely impact on the
      Company.***




Experience,
      knowledge and careful evaluation may not be able to overcome the many risks
      associated with exploration, development and production. Our operations are
      always subject to inherent hazards and risks in the exploration for mineral
      resources. Discovery of a mineral resource in commercially exploitable
      quantities, could subject our operations to all of the inherent hazards and
      risks associated with the development and production of resources, including
      liability for pollution, cave-ins or similar hazards against which we cannot
      or
      may not elect to insure. Such events may result in work stoppages and damage
      to
      property, including damage to the environment. Currently, we do not maintain
      adequate insurance coverage against operating hazards. Payment for any liability
      that arises from such occurrences may have a material adverse effect on the
      Company.




4




***Mineral
      prices are subject to dramatic and unpredictable
      fluctuations.*** ****




Revenues,
      if any, are expected to be derived from either the sale of our licensed mineral
      resource properties or from the extraction and sale of these mineral resources.
      Commodity prices have fluctuated widely in recent years and are affected by
      numerous factors beyond our control, including international, economic and
      political trends, expectations of inflation, currency exchange fluctuations,
      interest rates, global or regional consumptive patterns, speculative activities
      and increased production due to new extraction developments and improved
      extraction and production methods. The effect of these factors on the price
      of
      mineral resources and therefore the economic viability of any of our exploration
      properties and projects cannot be accurately predicted.




***The
      mining industry is highly competitive and we cannot assure of successful future
      mineral claim acquisitions. Failure to acquire further properties for mineral
      resource exploration may require us to reduce or cease operations.***




The
      mineral exploration, development, and production industry is largely
      desegregated. While we compete with other exploration companies in the effort
      to
      locate and acquire mineral resource properties, we may not compete with them
      for
      the removal or sales of mineral products from our properties if we should
      eventually discover the presence of them in quantities sufficient to make
      production economically feasible. Markets exist worldwide for the sale of
      mineral products and we will likely be able to sell any mineral products that
      we
      identify and produce.




In
      identifying and acquiring mineral resource properties, we compete with many
      companies possessing greater financial resources and technical facilities.
      Competition could adversely affect our ability to acquire suitable prospects
      for
      exploration in the future. Accordingly, we cannot assure that we will acquire
      any interest in additional mineral resource properties that might yield reserves
      or result in commercial mining operations.





**RISKS
      RELATED TO OUR COMPANY**





***We
      may never earn revenues from our operations; our business may fail as a result
      and investors may lose all of their investment in the Company.***





The
      Company does not have a history of operational revenue. We have never had
      significant operations and apart from our real property holding we have no
      significant assets. The Company has not generated positive earnings and we
      cannot assure that we will ever operate profitably. The company is in the
      exploration stage and has a limited operating history. The success of the
      Company is dependent on the discovery and exploitation of mineral reserves
      on
      our licensed properties, the events of which are uncertain. However, if the
      Company is successful in discovering mineral reserves, the Company will be
      further dependant on selling the rights to exploit those mineral reserves.
      In
      the event our business plan is unsuccessful and we are unable to operate
      profitably, our stock may be devalued and investors may lose all of their
      investment in the Company.





During
      our exploration stage, we expect to incur increased operating expenses without
      the realisation of any revenue. We therefore expect to incur significant losses
      in the foreseeable future. If we are unable to generate significant revenues
      from the exploration of our mineral claims in the future, we will not turn
      a
      profit or continue operations. A likelihood of success may be assumed based
      on
      historical achievements of which we have none. Therefore, we cannot assure
      that
      we will generate any revenues or achieve profitability. If we are unsuccessful
      in addressing these risks, our business will fail and investors may lose their
      investment in the Company.




5





***Substantial
      doubt about our ability to continue as a going concern is raised due to our
      history of losses and current deficit.***





Since
      incorporation, the Company has not generated any revenue and we will continue
      to
      incur operating expenses without revenues until we are in commercial deployment.
      Our net loss from inception (November 18, 2005) to December 31, 2007 was
      $2,766,765. We had cash reserves of $154,019 as of December 31, 2007. Successful
      exploration of our licensed properties and development of our business cannot
      be
      assured. Circumstances raise significant doubt about our ability to continue
      as
      a going concern as described in an explanatory paragraph to our independent
      auditors’ report on our audited financial statements, dated December 31, 2007.
      If we are unable to continue as a going concern, investors will likely lose
      their investment in the Company.





***We
      depend on our key personnel, the loss of whom would adversely affect our
      operations. If we fail to attract and retain the talent required for our
      business, our business will be materially harmed.***





We
      are a
      small company with approximately 18 full-time employees as of December 31,
      2007,
      and we depend to a great extent on principal members of our management and
      exploration staff. If we lose the services of any key personnel, in particular,
      Mr. Dennis Tan, President and CEO, Lin Dong Hong, Director, David Lorge,
      Vice-President of Exploration, and Anthony Tam, Secretary, Treasurer and
      Director, it could significantly impede the achievement of our exploration
      objectives. We do not currently have any key man life insurance policies. We
      have not entered into employment agreements with our senior staff. In addition,
      recruiting and retaining qualified exploration personnel will be critical to
      our
      success. We may not be able to retain existing personnel or attract and retain
      qualified staff in the future. If we fail to hire and retain personnel in key
      positions, we may be unable to achieve our exploration objectives in a timely
      manner.





**RISKS
      ASSOCIATED WITH OUR COMMON STOCK**





***Trades
      on the OTC Bulletin Board may be volatile and sporadic; the market price of
      our
      common stock could be depressed and therefore difficult for our shareholders
      to
      resell their shares.***





Our
      common stock is quoted on the OTC Bulletin Board service of the National
      Association of Securities Dealers. Trading of stock on the OTC Bulletin Board
      is
      often thin and characterized by wide fluctuations in trading prices due to
      many
      factors that may not correlate 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 on a quotation system like Nasdaq or
      a
      stock exchange like the American Stock Exchange. Accordingly, our shareholders
      may have difficulty reselling some or all of their shares.




6





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





The
      Securities and Exchange Commission has defined “penny stock” under Rule 3a51-1
      and as such our stock is penny stock. Our securities are covered by the penny
      stock rules, Rule 15g-9, which imposes additional sales practice requirements,
      including disclosure requirements, on broker-dealers who sell to persons other
      than established customers and “accredited investors”. The disclosure
      requirements may have the effect of reducing the level of trading activity
      in
      the secondary market for stock that is subject to the penny stock rules. The
      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, the Financial Industry Regulatory Authority has adopted rules that
      require a broker/dealer, when recommending an investment to a customer, to
      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. Interpretations of these rules suggest that
      there is a high probability that speculative low-priced securities will not
      be
      suitable for some customers. The Financial Industry Regulatory Authority
      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.





***Because
      we do not intend to pay any cash dividends on our shares of common stock, our
      stockholders will not be able to receive a return on their shares unless they
      sell them.***





We
      intend
      to retain any future earnings to finance the development and expansion of our
      business. We do not anticipate paying any cash dividends on our common stock
      in
      the foreseeable future. Unless we pay dividends, our stockholders will not
      be
      able to receive a return on their shares unless they sell them.





**RISKS
      RELATED TO DOING BUSINESS IN MONGOLIA**





***Adverse
      changes in political, economic and other policies of the Mongolian government
      could have a material adverse effect on the overall economic growth of Mongolia,
      which could materially and adversely affect our interest in the licensed
      properties.***





All
      of
      our business operations are currently focused in Mongolia. Accordingly, our
      business, financial condition, results of exploration and future operations,
      if
      any, and prospects are affected significantly by economic, political and legal
      developments in Mongolia. The Mongolian economy has been transitioning from
      a
      plan-based economy to a more market-oriented economy and while the Mongolian
      economy has experienced significant growth in the past 10 years, growth has
      been
      affected by various factors including natural disasters and worldwide commodity
      price fluctuations. The Mongolian government has implemented various measures
      to
      encourage economic growth and guide the allocation of resources. Some of these
      measures benefit the overall Mongolian economy, but may also have a negative
      effect on us. For example, our financial condition and results of exploration
      and operations, if any, may be adversely affected by government control over
      capital investments or changes in tax regulations that are applicable to us.




7





Moreover,
      worldwide political relationships between countries are subject to sudden
      fluctuation and periodic tension. Changes in political conditions in Mongolia
      and changes in the state of foreign relations are difficult to predict and
      could
      adversely affect our exploration efforts. Any adverse change in the economic
      conditions or government policy in Mongolia could have a material adverse effect
      on the overall economic growth in Mongolia, which in turn could consequently
      have a material adverse effect on our business.





***Future
      changes in laws, regulations or enforcement policies in Mongolia could adversely
      affect our business.***





Laws,
      regulations and enforcement policies in Mongolia, including those regulating
      our
      exploration business, are evolving and subject to future change. Future changes
      in laws, regulations or administrative interpretations, or stricter enforcement
      policies by the Mongolian government, could impose more stringent requirements
      on us, including fines or other penalties. Changes in applicable laws and
      regulations may also increase our operating costs. Compliance with such
      requirements could impose substantial additional costs or otherwise have a
      material adverse effect on our business, financial condition and results of
      operations. In addition, any litigation or governmental investigation or
      enforcement proceedings in Mongolia may be protracted and may result in
      substantial cost and diversion of resources and management attention, negative
      publicity, damage to our reputation and decline in the price of our common
      shares.





**Transfer
      Agent**





We
      have
      engaged Pacific Stock Transfer Company of Suite 240, 500 E. Warm Springs Road,
      Las Vegas, Nevada 89119 as our stock transfer agent.





**Available
      Information**





The
      Company’s website is www.uranium308corp.com, where information about the Company
      may be reviewed and obtained. In addition, the Company’s filings with the
      Securities and Exchange Commission (“SEC”) may be accessed at the internet
      address of the SEC, which is http://www.sec.gov. Also, the public may read
      and
      copy any materials that the Company files with at the SEC’s Public Reference
      Room at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. The public may
      obtain information on the operation of the Public Reference Room by calling
      the
      SEC at 1-800-SEC-0330.





***Item
      2*** **.
      Description
      Of Property**





The
      Company’s current principal office is located at 2820 W. Charleston Blvd., Suite
      22, Las Vegas, NV 89102. The Company has another executive office located at
      A-707 Jian Wai Soho, 39 East 3rd Ring Road, Chao Yang District, Beijing, China
      100022.





At
      the
      present time, we do not have any real estate holdings and there are no plans
      to
      acquire any real property interests.




8





**Mineral
      Properties**





**Mongolia**





On
      September 27, 2007, the Company indirectly acquired two uranium exploration
      licenses identified by license numbers 12207X, effective to November 14, 2009
      and 1137X effective to February 19, 2009, which are owned by Tooroibandi.
      License number 12207X covers 4,017 hectares of mineral property named Jargalant,
      and License number 1137X covers 15,621 hectares of mineral property named
      Elstiin Uul, which are both located in the Territory of Erdene soum, Tuv
      Province, Mongolia. The two licenses comprise the 196.38 sq. km Janchivlan
      Property, which is located approximately 70 km southeast of Ulaanbaatar, the
      capital of Mongolia.





On
      January 15, 2008, the Company indirectly acquired two more uranium exploration
      licenses identified by license numbers 10256X covering 1540 hectares of mineral
      property named Tsagaan Chuluut and license number 13060X covering 3116 hectares
      of mineral property named Khar Balgast, which are both located 385 km east
      from
      the city of Ulaanbaatar, Mongolia and 75 km northwest from Undurkhaan, a town
      on
      the border of Umnudelger, Kherien and Binder Sum of Khentii Province of
      Mongolia.





**Janchivlan
      Property**




***Project
      Highlights***




·
            Located
                70 km southeast of the capital, Ulaanbaatar; easily accessible




·
            4
                confirmed ore-grade mineralization zones with total thickness of
                21.1metres and 27 anomalous mineralized zones with total thickness
                of
                161.45 meters




·
            Area
                of influence at present is only 0.65 sq. km in a 4.2 sq. km zone
                of known
                mineralization, a fraction of the entire 196.38 sq. km Janchivlan
                Property




·
            Ore-grade
                cutoff is 300ppm or 0.03% U3O8 concentration




·
            Expected
                25,000 meter diamond core drill program for 2008





9










10


***Project
      Overview***





The
      Company controls two exploration licenses on the 196.38 sq. km Janchivlan
      property through its wholly-owned BVI subsidiary, Mongolia Energy Limited
      (“MEL”) and MEL's wholly-owned Mongolian Subsidiary, Tooroibandi Limited, which
      enhances the Company's operational effectiveness in Mongolia.





Uranium
      308 Corp.'s exploration program, which started in mid-August 2007, confirmed
      the
      accuracy and reliability of the results obtained from USSR-era exploration
      in
      1982-1985. The Soviet-led exploration identified four uranium mineralization
      zones (Urt, Elstiyn, Arshan and Tamga) with average uranium grades ranging
      from
      0.002% to 0.28%. Uranium 308 Corp. fieldwork conducted in summer and fall 2007
      focused on establishing the parameters for a future calculation of the
      property's near surface uranium resource. Uranium 308 Corp. geologists focused
      primarily on Urt and Elstiyn.





At
      Urt,
      the Company's exploration has to date extended known mineralization in four
      parallel mineral belts trending east-west over a 400m wide area; three extend
      600m and the fourth 800m; all remain open. There are also indications of an
      inferred fifth belt south of the four confirmed belts at Urt. At Elstiyn, there
      are three mineralized belts trending north-south, south-east and east-west
      that
      remain open at 550m.





Uranium
      308 Corp. has confirmed that Janchivlan's alteration and mineralization zones
      are primarily controlled by east-west trending faults and that mineralization
      is
      especially enriched at the intersections of the E-W and N-S trending faults.
      This E-W shear zone, a major ore control structure, has been mapped for 7 km.
      Current data indicates that uranium ore confined to the target areas represents
      a potential zone of permissive rock with alteration and structure covering
      nearly 100 sq. km. Uranium 308 Corp.'s initial exploration focused on two
      promising sub-areas (approximate 4 square km in total) in Target 2 and Target
      3
      zones as shown in the map above.





There
      is
      also alluvial placer tin and tungsten mineralization shed from the intrusives
      that has accumulated in drainages widely distributed throughout the valleys
      on
      the property.  There is also tin and tungsten mineralization in veins in
      the granitic intrusion. In total, there is potential for large-scale tin and
      tungsten mineralization, which the Company also intends to
      investigate.





***2007
      Exploration Program***





The
      Company conducted a multi-phase exploration program at Janchivlan from
      mid-August 2007 to mid-January 2008, when winter conditions prevented further
      work. Exploration focused on two areas totaling 4.2 sq. km from the Urt (South)
      and Elstiyn (North) block. The exploration program included:





·
            1:2000
                terrain mapping that provided accurate coordinates reference for
                further
                exploration and engineering.


·
            1:2000
                geological mapping enabled the development of a set of geology,
                alteration, coverage, and structure maps to guide further engineering
                work. The team marked on the ground the range, contact correlation,
                alteration, structure, mineralization zones, and
                structure-alteration-mineralization correlation of various lithologies
                and
                granitic intrusive bodies in different geological periods.




11




·
            Surface
                trenching comprising 22 trenches and 17,000 cubic meters of soil,
                with
                radioactive recording, geological recording, and channel sampling.
                Samples
                were sent to SGS Mongolian lab for preparation and multi-metal analysis.


·
            Sample
                analysis at SGS Canadian lab for uranium, thorium, tungsten, and
                tin
                tests. The total number of samples was 612. The industrial standard
                uranium was found in more than 35% of the total samples with the
                maximum
                value 0.35% of U308.


·
            Confirmation
                of 4 close-to-surface, parallel east-westward trending alteration
                zones in
                the south block. They range from 400-600 m in length and from a few
                meters
                to more than 10 m in width. Uranium zones are open at both east and
                west
                side.


·
            Confirmation
                of 2 close-to-surface east-westward mineralization zones in the north
                block. They range between 400-800 m in length and several meters
                in width;
                1 south-northward mineralization zone with 150 m in length was also
                confirmed.


·
            Drilling
                seven holes (six successful and one abandoned) in diamond core drilling
                program to a total of 1,421m to identify depth of mineralization
                identified by trenching. Cut core samples sent to SGS Group lab in
                Canada
                for analysis.


·
            Conducting
                down-hole radiometric survey on six holes.





***Location,
      Infrastructure and Climate***





The
      Company’s Janchivlan project is located in the Janchivlan mineral district. The
      project area is 70 km southeast of Ulaanbaatar, the capital of Mongolia, and
      300
      km southeast of Erdenet, Mongolia's second largest city and a major mining
      centre established to develop Asia's largest copper deposit.





Existing
      roads provide easy access to most of the property; much of it can easily be
      driven over by four wheel drive vehicles. The property crossed is also only
      16
      km from a major railway station, Bagahangay, that has rail connections to China
      and Russia. A high voltage power line linking Ulaanbaatar and Baganuur runs
      along the northern edge of the property.





Mongolia
      has an extreme continental climate with long, cold winters and short summers,
      during which most precipitation falls. The exploration season extends from
      late
      April through early October.





***Geology***





The
      Janchivlan property is located in the Khentay-Daur Metallogenitic Uranium
      Province, a 1200 km long and 300 to 350 km wide geological region that extends
      into both Mongolia and Russia. The province contains several well known large
      to
      super large uranium deposits. They include the Gorney (C1+C2 5,300t; resources:
      13,000t); and Bereskoe and Yugar uranium deposits, as well as several medium
      to
      small scale uranium deposits such as the Akuhtin, Balon-Ulanka and Eastern
      uranium deposits.





It
      is
      part of a 500-600km2 granitic plutonic intrusion that was emplaced in the late
      Triassic to early Jurassic time period. The primary host rock is coarse grain
      biotitic granite that has been pervasively reformed by argillic, chloritic,
      and
      phyllic alteration and silicification. These rocks are permissive to uranium
      mineralization, which has been discovered in close to surface secondary ores
      including uranite and torbernite. The primary ore, fluorite-sulphide-uraninite
      plus coffinite, is widely intercepted at depth.




12





Alteration
      and mineralization zones are primarily controlled by east-west trending faults,
      with mineralization highest at intersections of east-west and north-south
      trending faults. There have been four discoveries of uranium occurrences in
      fracture zones associated with Jurassic granite at the Urt, Tamga, Elstiyn
      and
      Arshan areas.





The
      Urt
      area is located in the south Janchivlan on the central part of the late Triassic
      to early Jurassic Janchivlan granite intrusion. Uranium mineralization is
      associated with a tectonic fractures cutting greisenized and albitized porphyry
      type biotite granite. The south part of Tamga uranium occurrence is located
      in
      the Janchivlan property and is associated with an alteration zone subjected
      to a
      strong influence of limonite, kaolin, potassium feldspar, and
      fluorite.





***History***





Geophysical
      surveys conducted by Soviet exploration teams in 1982 led to the discovery
      of
      multiple uranium anomalies, according to records in Mongolia's Ministry of
      Ministry of Power, Mining Industry, and Geology. Mongolia was then a Soviet
      republic. Follow up work took place in 1982 and 1983. Initial exploration
      focused principally on the Urt and Tamga zones and included trenching,
      geological mapping, gamma-spectrometric mapping, geochemical sampling, electric
      survey, channel digging, blasthole drilling, and groove sampling.





At
      Urt,
      the Soviet program identified a 30m by 300m uranium anomaly on the property.
      Sampling results indicated an average grade of 0.1% uranium, with values ranging
      from 0.002% to 0.28%. This zone also has Pb, Mo, Zn, As and Ag
      mineralization.





At
      Tamga,
      Soviet explorers found a 260 m long radioactive anomaly in the fractured
      sections that coincide with Mo, Pb, and Zn anomalies. Drilling delineated a
      mineralized zone 40m wide and 100m in length with an average grade of 0.15%
      uranium, with localized areas grading up to 0.236%.





Uranium
      308 Corp. commenced fieldwork in mid-August 2007 shortly after securing the
      first exploration license for the south part of the Janchivlan
      Project.





**Tsagaan
      Chuluut & Khar Balgast Properties**





Like
      Janchivlan, Tsagaan Chuluut and Khar Balgast Properties acquired in early 2008
      are located in the Khentay-Daur Metallogenitic Uranium Province as described
      above under Geology for the Janchivlan Property.





The
      Company is preparing a detailed work plan for the Tsagaan Chuluut & Khar
      Balgast properties for 2008.




***Item
      3. Legal Proceedings***




To
      the
      best of our knowledge, there are no material pending legal proceedings to which
      we are a party or to which any of our licensed property is subject and we are
      not aware of any probable or contemplated claims against us nor have we been
      threatened with any such claims.




13




***Item
      4. Submission Of Matters To A Vote Of Security
      Holders***




There
      were no matters submitted during the fourth quarter of the fiscal year covered
      by this report to a vote of security holders, through the solicitation of
      proxies or otherwise.




**Part
      II**




***Item
      5. Market For Common Equity And Related Stockholder
      Matters***




**General**




We
      are
      authorized to issue 3,750,000,000 shares of common stock, at a par value of
      $0.00001 per share and 100,000,000 shares of preferred stock with a par value
      of
      $0.00001 per share. As of April 8, 2008, there are 104,604,467 shares of common
      stock issued and outstanding and no preferred shares have been issued or are
      outstanding. The number of record holders of common stock as of April 8, 2008
      is
      approximately 110.




**Price
      Ranges of the Company’s Common Stock**




***Market
      Information***




The
      Company’s Common Stock commenced trading on NASDAQ’s Over-the-Counter Bulletin
      Board under the symbol “URCO” on July 2, 2007. It previously traded under the
      symbol “MNGU” between March 15, 2007 and July 1, 2007 and “MTGU between December
      20, 2006 and March 14, 2007.




The
      following historical quotations obtained online at www.marketwatch.com reflects
      the high and low bids for our common stock based on inter-dealer prices, without
      retail mark-up, mark-down or commission and may not represent actual
      transactions.




**Quarter
                Ended (2007)**
            **High
                ($)**
            **Low
                ($)**December
                31
            3.01
            1.06September
                30
            2.49
            1.56June
                30
            N/A
            N/AMarch
                31
            N/A
            N/A




14




**Dividend
      Policy**




We
      have
      never paid any cash dividends and have no plans to do so in the foreseeable
      future. Our future dividend policy will be determined by our Board of Directors
      and will depend upon a number of factors, including our financial condition
      and
      performance, our cash needs and expansion plans, income tax consequences and
      the
      restrictions that applicable laws and other arrangements then
      impose.




***Recent
      Sales of Unregistered Securities***




On
      September 11, 2007, the Company issued 1,360,000 units (each a “Unit”) to 2
      individuals due to the closing of the Company’s private placement at $0.50 per
      Unit for total gross proceeds of $680,000. Each Unit consists of one share
      of
      common stock of the Company and one-half of one share purchase warrant, with
      each whole warrant entitling the holder to purchase one additional share of
      common stock of the Company at $0.75 per warrant share until September 11,
      2009.
      The Company believes that the issuance is exempt from registration under
      Regulation S promulgated under the Securities Act of 1933, as amended (the
      “Act”) as the securities were issued to the individuals through an offshore
      transaction which was negotiated and consummated outside of the United
      States.





On
      September 11, 2007, the Company issued 6,297,501 units (each a “Unit”) to 56
      individuals/entities due to the closing of the Company’s private placement at
      $0.75 per Unit for total gross proceeds of $4,723,125.75. Each Unit consists
      of
      one share of common stock of the Company and one-half of one share purchase
      warrant, with each whole warrant entitling the holder to purchase one additional
      share of common stock of the Company at $1.50 per warrant share until September
      11, 2009. The Company believes that one of the issuances is exempt from
      registration under Regulation D Rule 506 and Section 4(2) of the Act. The
      Company believes that the remaining issuances are exempt from registration
      under
      Regulation S promulgated under the Act as the securities were issued to the
      individuals/entities through an offshore transaction which was negotiated and
      consummated outside of the United States.





In
      relation to the Company’s private placement offering at $0.75 per Unit entered
      into with the offshore investors only, the Company will be paying: (i) a cash
      finder’s fee in the amount of $72,000 to an entity in Singapore; (ii) a cash
      finder’s fee in the amount of $26,250 to an individual in Hong Kong, (iii) a
      finder’s fee of 66,666 shares of common stock to an individual of Singapore,
      (iv) a finder’s fee of 45,000 share of common stock to an individual of
      Singapore, and (v) a finder’s fee of 320,000 shares of common stock to an
      individual of Malaysia. The Company believes that the finder’s fee share
      issuances will be exempt from registration under Regulation S promulgated under
      the Act as the securities will be issued to the individuals through an offshore
      transaction which was negotiated and consummated outside of the United
      States.




On
      November 29, 2007, the Company issued 588,500 units (each a “Unit”) to 17
      individuals/entities due to the closing of the Company’s private placement at
      $1.00 per Unit for total gross proceeds of $588,500. Each Unit consists of
      one
      share of common stock of the Company and one-half of one share purchase warrant,
      with each whole warrant entitling the holder to purchase one additional share
      of
      common stock of the Company at $2.00 per warrant share until November 29, 2009.
      The Company believes that some of the issuances are exempt from registration
      under Regulation D Rule 506 and Section 4(2) of the Securities Act of 1933,
      as
      amended (the “Act”). In addition, the Company believes that the remaining
      issuances are exempt from registration under Regulation S promulgated under
      the
      Act as the securities were issued to the individuals/entities through an
      offshore transaction which was negotiated and consummated outside of the United
      States.




15




In
      relation to the Company’s private placement offering at $1.00 per Unit entered
      into with the offshore investors only, the Company will be paying: (i) a cash
      finder’s fee in the amount of $31,500 to an individual in Singapore; (ii) a
      finder’s fee of 10,000 shares of common stock to an individual of Singapore, and
      (iii) a finder’s fee of 4,300 Shares of common stock to an individual of
      Singapore. The Company believes that the finder’s fee share issuances will be
      exempt from registration under Regulation S promulgated under the Act as the
      securities will be issued to the individuals through an offshore transaction
      which was negotiated and consummated outside of the United States.




***Equity
      Compensation Plan Information***




On
      November 28, 2007, the Company granted in aggregate, 7,300,000 stock options
      to
      its directors, officer and consultants, which stock options are exercisable
      pursuant to the terms of the stock option agreement at a price of $1.60 per
      option share for a period of five years. A copy of a sample stock option
      agreement and the stock option and incentive plan was filed as exhibit 99.9
      and
      99.10, respectively, to the Company’s 8-K filing of December 4,
      2007.




***Item
      6*****. *Management’s Discussion And Analysis Or Plan Of
      Operation***




You
      should read the following plan of operation together with our financial
      statements and related notes appearing elsewhere in this Annual Report. This
      plan of operation contains forward-looking statements that involve risks,
      uncertainties, and assumptions. The actual results may differ materially from
      those anticipated in these forward-looking statements as a result of certain
      factors, including, but not limited to, those presented under “Risk Factors”
elsewhere in this Annual Report.




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




**P** **lan
      of Operations and Cash Requirements**




***Overview***




We
      are a
      start-up, exploration stage corporation and have not yet generated or realized
      any revenues from our business operations. An exploration stage corporation
      is
      one engaged in the search for mineral deposits or reserves which are not in
      either the development or production stage. We intend to focus our exploration
      activities on mineral properties primarily in Mongolia and possibly other
      regions. There is no assurance that commercially viable mineral deposits exist
      on our properties and further exploration will be required before a final
      evaluation as to the economic feasibility is determined.




16




We
      have
      no plans to change our business activities from mineral exploration, except
      that
      we intend to focus on searching for mineral bodies containing uranium. In
      addition, we intend to explore mineral properties in Mongolia and possibly
      other
      regions, which may result in the acquisition of other entities that own certain
      mineral rights or licenses.




In
      November 2005, Sadru Mohamed, our former president and a former member of the
      Board of Directors acquired one mineral property containing six mining claims
      in
      British Columbia, Canada by arranging the staking of the same through James
      W.
      McLeod, a non-affiliated third party. Mr. McLeod staked the claim as an agent
      of
      Omega Exploration Services, Inc. As of November 23, 2007, we have forfeited
      our
      claim to this property.




On
      September 21, 2007, the Company signed a share purchase agreement with Mongolia
      Energy Limited (“MEL”), a corporation organized under the laws of BVI, and all
      the stockholders of MEL (the “Share Purchase Agreement”). Under the terms of the
      Share Purchase Agreement, the Company acquired 100% of the issued and
      outstanding shares in the capital of MEL (the “MEL Capital”), in exchange for
      issuing up to a maximum of 25,000,000 shares of common stock of the Company
      as
      follows:




(a)
            5,000,000
                shares to the stockholders of MEL on a pro rata basis in accordance
                with
                each MEL stockholders’ percentage ownership in MEL;
                and




(b)
            up
                to 20,000,000 shares to the vendor of Tooroibandi Limited. (Tooroibandi”),
                pursuant to and at the time required by the terms of the share purchase
                agreement between MEL and Tooroibandi completed on September 12,
                2007.




On
      September 27, 2007, the Company closed the Share Purchase Agreement, whereby
      the
      Company indirectly acquired two exploration licenses identified by license
      numbers 12207X effective to November 14, 2009 and 1137X effective to February
      19, 2009, which are owned by Tooroibandi. The two licenses comprise the 196.38
      sq. km Janchivlan Property, which is located approximately 70 km southeast
      of
      Ulaanbaatar, the capital of Mongolia. Exploration work has begun on the
      Janchivlan Property.




On
      January 15, 2008, the “Company entered into an asset purchase agreement (the
“Asset Purchase Agreement”) with Success Start Energy Investment Co. (“Success
      Start”), a Hong Kong corporation, and the Company’s subsidiary, Tooroibandi
      whereby the Company has agreed to provide the consideration on behalf of
      Tooroibandi for the acquisition of two uranium exploration licenses from Success
      Start referenced as license number 10256X covering 1540 hectares (15.40 sq.
      km)
      (known as the Tsagaan Chuluut property) and license number 13060X covering
      3116
      hectares (31.15 sq. km) (known as the Khar Balgast property), which licenses
      are
      located 385 km east from the city of Ulaanbaatar, Mongolia and 75 km northwest
      from Undurkhaan, a town on the border of Umnudelger, Kherien and Binder Sum
      of
      Khentii Province of Mongolia. Exploration work has not begun on these two
      properties.




17




We
      have
      no revenues, have incurred losses since inception, have no operations, have
      been
      issued a going concern opinion by our auditors, and rely upon the sale of our
      securities and loans from our officers, Directors and stockholders to fund
      operations.




***Plan
      of Operations***




Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an on-going business for the next
      twelve months unless we obtain additional capital to pay our bills. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      we locate mineral deposits and begin removing and selling minerals. There is
      no
      assurance we will ever reach this point. Accordingly, we must raise cash from
      sources other than the sale of minerals found on the property and any other
      acquired properties. Thus, cash must be raised from other sources. Our only
      other source for cash at this time is investments by others in Uranium 308
      Corp.
      We must raise cash to implement our projects and stay in business.




We
      intend
      to acquire additional properties or exploration rights in Mongolia and other
      regions and to conduct research in the form of exploration on such properties.
      Our exploration program is explained in as much detail as possible in the
      section titled “Description of Property” above.




Our
      exploration target is to find mineral bodies containing uranium. Our success
      depends upon finding mineralized material. This will require a determination
      by
      a geological consultant as to whether any of our mineral properties currently
      owned and intended to be acquired contains reserves. Mineralized material is
      a
      mineralized body, which has been delineated by appropriate spaced drilling
      or
      underground sampling to support sufficient tonnage and average grade of minerals
      to justify removal. If we don't find mineralized material or we cannot remove
      mineralized material, either because we do not have the money to do it or
      because it is not economically feasible to do it, we will cease operations
      and
      you will lose your investment.




In
      addition, we may not have enough money to complete our exploration of our
      Janchivlan Property in Mongolia, or any newly acquired properties. If it turns
      out that we have not raised enough money to complete our anticipated exploration
      program, we will try to raise additional funds from a private placement or
      loans. There is no assurance that we will raise additional money in the future.
      If we require additional money and are unable to raise it, we will have to
      suspend or cease operations.




We
      must
      conduct exploration to determine what amount of minerals, if any, exist on
      our
      current or any newly acquired properties and if any minerals which are found
      can
      be economically extracted and profitably processed.




Before
      mineral retrieval can begin, we must explore for and find mineralized material.
      After that has occurred we have to determine if it is economically feasible
      to
      remove the mineralized material. Economically feasible means that the costs
      associated with the removal of the mineralized material will not exceed the
      price at which we can sell the mineralized material. We can't predict what
      that
      will be until we find mineralized material.




We
      do not
      claim to have any minerals or reserves whatsoever at this time on any of our
      current properties.




18




If
      we are
      unable to complete any phase of exploration because we do not have enough money,
      we will cease operations until we raise more money. If we cannot or do not
      raise
      more money, we will cease operations. If we are required to cease operations,
      we
      will investigate all other opportunities to maintain stockholder
      value.




We
      do not
      intend to hire additional employees at this time. All of the work to be
      conducted on any newly acquired properties will be conducted by unaffiliated
      independent contractors that we will hire. The independent contractors will
      be
      responsible for surveying, geology, engineering, exploration, and excavation.
      The geologists will evaluate the information derived from the exploration and
      excavation and the engineers will advise us on the economic feasibility of
      removing the mineralized material.




***Purchase
      of Significant Equipment***




Other
      than an excavator that was purchased in April of 2008 for $68,000, we do not
      intend on buying or selling any plant or significant equipment during the next
      twelve months.




***Limited
      Operating History; Need for Additional Capital***




There
      is
      limited historical financial information about us upon which to base an
      evaluation of our performance. We are an exploration stage company, and have
      not
      generated any revenues from operations. We cannot guarantee we will be
      successful in our business operations. Our business is subject to risks inherent
      in the establishment of a new business enterprise, including limited capital
      resources, possible delays in the exploration of our properties, and possible
      cost overruns due to price and cost increases in services.




To
      become
      profitable and competitive, we conduct research and exploration of our
      properties before we start production of any minerals we may find. We anticipate
      seeking equity financing to provide for the capital required to implement our
      research and exploration plans.




We
      have
      no assurance that future financings will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our operations. Equity financing could result in
      additional dilution to existing stockholders.




***Liquidity
      and Capital Resources***




To
      meet
      our need for cash we intend to raise money from private placement offerings.
      We
      cannot guarantee that we will be able to raise enough money to stay in business.
      If we find mineralized material and it is economically feasible to remove the
      mineralized material, we will attempt to raise additional money through a
      subsequent private placement, public offering or through loans. If we do not
      raise all of the money we need to complete our exploration plans, we will have
      to find alternative sources, like a second public offering, a private placement
      of securities, or loans from our officers or others.




19




On
      September 11, 2007, the Company issued 1,360,000 units (each a “Unit”) to 2
      individuals due to the closing of the Company’s private placement at $0.50 per
      Unit for total gross proceeds of $680,000. Each Unit consists of one share
      of
      common stock of the Company and one-half of one share purchase warrant, with
      each whole warrant entitling the holder to purchase one additional share of
      common stock of the Company at $0.75 per warrant share until September 11,
      2009.
      The Company believes that the issuance is exempt from registration under
      Regulation S promulgated under the Securities Act of 1933, as amended (the
      “Act”) as the securities were issued to the individuals through an offshore
      transaction which was negotiated and consummated outside of the United
      States.





On
      September 11, 2007, the Company issued 6,297,501 units (each a “Unit”) to 56
      individuals/entities due to the closing of the Company’s private placement at
      $0.75 per Unit for total gross proceeds of $4,723,125.75. Each Unit consists
      of
      one share of common stock of the Company and one-half of one share purchase
      warrant, with each whole warrant entitling the holder to purchase one additional
      share of common stock of the Company at $1.50 per warrant share until September
      11, 2009. The Company believes that one of the issuances is exempt from
      registration under Regulation D Rule 506 and Section 4(2) of the Act. The
      Company believes that the remaining issuances are exempt from registration
      under
      Regulation S promulgated under the Act as the securities were issued to the
      individuals/entities through an offshore transaction which was negotiated and
      consummated outside of the United States.





In
      relation to the Company’s private placement offering at $0.75 per Unit entered
      into with the offshore investors only, the Company will be paying: (i) a cash
      finder’s fee in the amount of $72,000 to an entity in Singapore; (ii) a cash
      finder’s fee in the amount of $26,250 to an individual in Hong Kong, (iii) a
      finder’s fee of 66,666 shares of common stock to an individual of Singapore,
      (iv) a finder’s fee of 45,000 share of common stock to an individual of
      Singapore, and (v) a finder’s fee of 320,000 shares of common stock to an
      individual of Malaysia. The Company believes that the finder’s fee share
      issuances will be exempt from registration under Regulation S promulgated under
      the Act as the securities will be issued to the individuals through an offshore
      transaction which was negotiated and consummated outside of the United
      States.





On
      November 29, 2007, the Company issued 588,500 units (each a “Unit”) to 17
      individuals/entities due to the closing of the Company’s private placement at
      $1.00 per Unit for total gross proceeds of $588,500. Each Unit consists of
      one
      share of common stock of the Company and one-half of one share purchase warrant,
      with each whole warrant entitling the holder to purchase one additional share
      of
      common stock of the Company at $2.00 per warrant share until November 29, 2009.
      The Company believes that some of the issuances are exempt from registration
      under Regulation D Rule 506 and Section 4(2) of the Securities Act of 1933,
      as
      amended (the “Act”). The Company believes that the remaining issuances are
      exempt from registration under Regulation S promulgated under the Act as the
      securities were issued to the individuals/entities through an offshore
      transaction which was negotiated and consummated outside of the United States.





In
      relation to the Company’s private placement offering at $1.00 per Unit entered
      into with the offshore investors only, the Company will be paying: (i) a cash
      finder’s fee in the amount of $31,500 to an individual in Singapore; (ii) a
      finder’s fee of 10,000 shares of common stock to an individual of Singapore, and
      (iii) a finder’s fee of 4,300 Shares of common stock to an individual of
      Singapore. The Company believes that the finder’s fee share issuances will be
      exempt from registration under Regulation S promulgated under the Act as the
      securities will be issued to the individuals through an offshore transaction
      which was negotiated and consummated outside of the United States. As
      of the
      date of this annual report we have yet to generate any revenues.




20




As
      of
      December 31, 2007, our total assets were $4,904,781; our total liabilities
      were
      $503,967; and, we had cash resources of $154,019.




***Personnel
      Plan***




At
      present we have 18 full-time employees and we do not anticipate hiring any
      additional employees in the next 12 months.




***Off-Balance
      Sheet Arrangements***




There
      are
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenues or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors.




***Going
      Concern***




We
      have
      incurred recurring losses from operations. The continuation of our Company
      as a
      going concern is dependent upon our Company attaining and maintaining profitable
      operations and raising additional capital. The financial statements do not
      include any adjustment relating to the recovery and classification of recorded
      asset amounts or the amount and classification of liabilities that might be
      necessary should our company discontinue operations.




Due
      to
      the uncertainty of our ability to meet our current operating expenses and the
      capital expenses, in their report on the annual financial statements for the
      year ended December 31, 2007, our independent auditors included an explanatory
      paragraph regarding substantial doubt about our ability to continue as a going
      concern. Our financial statements contain additional note disclosures describing
      the circumstances that lead to this disclosure by our independent
      auditors.




The
      continuation of our business is dependent upon us raising additional financial
      support. The issuance of additional equity securities by us could result in
      a
      significant dilution in the equity interests of our current stockholders.
      Obtaining commercial loans, assuming those loans would be available, will
      increase our liabilities and future cash commitments.




**Recen****tly
      Issued Accounting Standards**




In
      September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
      No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
      Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and
      132(R)”. This statement requires employers to recognize the overfunded or
      underfunded status of a defined benefit postretirement plan (other than a
      multiemployer plan) as an asset or liability in its statement of financial
      position and to recognize changes in that funded status in the year in which
      the
      changes occur through comprehensive income of a business entity or changes
      in
      unrestricted net assets of a not-for-profit organization. This statement also
      requires an employer to measure the funded status of a plan as of the date
      of
      its year-end statement of financial position, with limited exceptions. The
      provisions of SFAS No. 158 are effective for employers with publicly traded
      equity securities as of the end of the fiscal year ending after December 15,
      2006. The adoption of this statement is not expected to have a material effect
      on our future reported financial position or results of operations.




21




In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
      objective of SFAS No. 157 is to increase consistency and comparability in fair
      value measurements and to expand disclosures about fair value measurements.
      SFAS
      No. 157 defines fair value, establishes a framework for measuring fair value
      in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any new
      fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement is not expected to have a material effect on our
      future reported financial position or results of operations.




In
      June
      2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes, an interpretation of FASB Statements No. 109” (“FIN 48”). FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing a
      two-step method of first evaluating whether a tax position has met a more likely
      than not recognition threshold and second, measuring that tax position to
      determine the amount of benefit to be recognized in the financial statements.
      FIN 48 provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on derecognition, interest
      and penalties, accounting in interim periods, disclosure, and transition. FIN
      48
      is effective for fiscal years beginning after December 15, 2006. The adoption
      of
      this statement is not expected to have a material effect on our future reported
      financial position or results of operations.




In
      March
      2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial
      Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and
      Servicing of Financial Assets and Extinguishments of Liabilities". This
      statement requires all separately recognized servicing assets and servicing
      liabilities be initially measured at fair value, if practicable, and permits
      for
      subsequent measurement using either fair value measurement with changes in
      fair
      value reflected in earnings or the amortization and impairment requirements
      of
      Statement No. 140. The subsequent measurement of separately recognized servicing
      assets and servicing liabilities at fair value eliminates the necessity for
      entities that manage the risks inherent in servicing assets and servicing
      liabilities with derivatives to qualify for hedge accounting treatment and
      eliminates the characterization of declines in fair value as impairments or
      direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
      year
      beginning after September 15, 2006. The adoption of this statement is not
      expected to have a material effect on our future reported financial position
      or
      results of operations.




In
      February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
      Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
      simplify and make more consistent the accounting for certain financial
      instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
      Instruments and Hedging Activities", to permit fair value re-measurement for
      any
      hybrid financial instrument with an embedded derivative that otherwise would
      require bifurcation, provided that the whole instrument is accounted for on
      a
      fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
      Impairment or Disposal of Long-Lived Assets", to allow a qualifying
      special-purpose entity to hold a derivative financial instrument that pertains
      to a beneficial interest other than another derivative financial instrument.
      SFAS No. 155 applies to all financial instruments acquired or issued after
      the
      beginning of an entity's first fiscal year that begins after September 15,
      2006,
      with earlier application allowed. The adoption of this statement is not expected
      to have a material effect on our future reported financial position or results
      of operations.




22




***Application
      of Critical Accounting Policies***




Our
      financial statements and accompanying notes are prepared in accordance with
      generally accepted accounting principles used in the United States. Preparing
      financial statements requires management to make estimates and assumptions
      that
      affect the reported amounts of assets, liabilities, revenue, and expenses.
      These
      estimates and assumptions are affected by management's application of accounting
      policies. We believe that understanding the basis and nature of the estimates
      and assumptions involved with the following aspects of our financial statements
      is critical to an understanding of our financials.




***Item
      7. Financial Statements***









**URANIUM
      308 CORP. AND SUBSIDIARIES**


**(FORMERLY
      MONTAGU RESOURCES CORP.)**


**(AN
      EXPLORATION STAGE COMPANY)**


**INDEX
      TO FINANCIAL STATEMENTS**


**DECEMBER
      31, 2007, AND 2006**
















Report
                of Registered Independent Auditors - 2007
            F-2Report
                of Independent Registered Public Accounting Firm - 2006
            F-3Financial
                Statements-Balance
                Sheets as of December 31, 2007, and 2006
            F-4Statements
                of Operations and Comprehensive Income for the Years EndedDecember
                31, 2007, 2006 and Cumulative from Inception
            F-5Statements
                of Stockholders’ Equity for the Years EndedDecember
                31, 2007, 2006, and Cumulative from Inception
            F-6Statements
                of Cash Flows for the Years EndedDecember
                31,2007,
                2006, and Cumulative from Inception
            F-7Notes
                to Financial Statements December 31, 2007, and 2006
            F-8










F-1








**REPORT
      OF REGISTERED INDEPENDENT AUDITORS - 2007**








To
      the
      Board of Directors and Stockholders of


Uranium
      308 Corp.:





We
      have
      audited the accompanying consolidated balance sheet of Uranium 308 Corp. (a
      Nevada corporation and formerly Montagu Resources Corp.) and subsidiaries as
      of
      December 31, 2007, and the related consolidated statements of operations and
      comprehensive income, stockholders’ equity, and cash flows for the year ended
      December 31, 2007, and cumulative from inception (November 18, 2005) through
      December 31, 2007. These consolidated financial statements are the
      responsibility of the Company’s management. Our responsibility is to express an
      opinion on these consolidated financial statements based on our
      audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the consolidated financial statements are free of material misstatement. The
      Company is not required to have, nor were we engaged to perform, an audit of
      its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company’s internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the consolidated financial statements. An audit also includes
      assessing the accounting principles used and significant estimates made by
      management, as well as evaluating the overall consolidated financial statement
      presentation. We believe that our audit provides a reasonable basis for our
      opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Uranium 308 Corp. as of
      December 31, 2007, and the results of its operations and its cash flows for
      the
      year ended December 31, 2007, and cumulative from inception (November 18, 2005)
      through December 31, 2007, in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying consolidated financial statements have been prepared assuming
      that
      the Company will continue as a going concern. As discussed in Note 1 to the
      consolidated financial statements, the Company is in the exploration stage,
      and
      has not established any source of revenue to cover its operating costs. As
      such,
      it has incurred an operating loss since inception. Further, as of December
      31,
      2007, the cash resources of the Company were insufficient to meet its planned
      business objectives. These and other factors raise substantial doubt about
      the
      Company’s ability to continue as a going concern. Management’s plan regarding
      these matters is also described in Note 1 to the financial statements. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty .





Respectfully
      submitted,





/s/
      Davis
      Accounting Group P.C.





Cedar
      City, Utah,


April
      11,
      2008.





F-2





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS - 2006**











To
      the
      Board of Directors and Stockholders of


Uranium
      308 Corp.:





We
      have
      audited the accompanying balance sheet of Uranium 308 Corp. (a Nevada
      corporation and formerly Montagu Resources Corp.) as of December 31, 2006,
      and
      the related statements of operations and comprehensive income, stockholders’
equity, and cash flows for the year ended December 31, 2006, and cumulative
      from
      inception (November 18, 2005) through December 31, 2006. These financial
      statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audit to obtain reasonable assurance about whether
      the financial statements are free of material misstatement. The Company is
      not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audit included consideration of internal
      control over financial reporting as a basis for designing audit procedures
      that
      are appropriate in the circumstances, but not for the purpose of expressing
      an
      opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit includes examining,
      on a test basis, evidence supporting the amounts and disclosures in the
      financial statements. An audit also includes assessing the accounting principles
      used and significant estimates made by management, as well as evaluating the
      overall financial statement presentation. We believe that our audit provides
      a
      reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Uranium 308 Corp. as of December
      31, 2006, and the results of its operations and its cash flows for the year
      ended December 31, 2006, and cumulative from inception (November 18, 2005)
      through December 31, 2006, in conformity with accounting principles generally
      accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company has not generated any revenues and has incurred losses from
      operations since inception. These factors raise substantial doubt about the
      Company’s ability to continue as a going concern. Management’s plans in regard
      to these matters are also discussed in Note 1. The financial statements do
      not
      include any adjustments that might result from the outcome of
      uncertainty.





Respectfully
      submitted,





/s/
      MANNING ELLIOT LLP





CHARTERED
      ACCOUNTANTS


Vancouver,
      Canada


April
      4,
      2007.





F-3














**URANIUM
                308 CORP. AND SUBSIDIARIES****(FORMERLY
                MONTAGU RESOURCES CORP.)****(AN
                EXPLORATION STAGE COMPANY)****CONSOLIDATED
                BALANCE SHEETS (NOTE 2)****AS
                OF DECEMBER 31, 2007, AND 2006****ASSETS****2007**
            
            **2006****Current
                Assets:**Cash
                and cash equivalents
            
            $
            154,019
            
            $
            97,452Prepaid
                expenses and deposit
            
            
            120,358
            
            
            90Total
                current assets
            
            
            274,377
            
            
            97,542**Property
                and Equipment:**Computer
                and office equipment
            
            
            29,898
            
            
            -Field
                equipment
            
            
            11,574
            
            
            -Vehicles
            
            
            41,780
            
            
            -83,252
            
            
            -Less
                - Accumulated depreciation
            
            
            (2,848
            )
            
            -Net
                property and equipment
            
            
            80,404
            
            
            -**Other
                Assets:**Mineral
                property licenses
            
            
            49,150,000
            
            
            -Total
                other assets
            
            
            49,150,000
            
            
            -**Total
                Assets**
            
            $
            49,504,781
            
            $
            97,542**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                Liabilities:**Accounts
                payable - Trade
            
            $
            397,232
            
            $
            3,250Accrued
                liabilities
            
            
            20,000
            
            
            -Due
                to related parties
            
            
            86,735
            
            
            36,705Total
                current liabilities
            
            
            503,967
            
            
            39,955Total
                liabilities
            
            
            503,967
            
            
            39,955**Commitments
                and Contingencies****Stockholders'
                Equity:**Preferred
                stock, 100,000,000 shares authorized, $0.00001par
                value; no shares issued and outstanding
            
            
            -
            
            
            -Common
                stock, par value $0.00001 per share, 3,750,000,000shares
                authorized; 87,604,467 shares and 225,412,500 sharesissued
                and outstanding in 2007 and 2006, respectively
            
            
            876
            
            
            2,254Additional
                paid-in capital
            
            
            51,748,935
            
            
            98,896Donated
                Capital
            
            
            14,625
            
            
            10,125Other
                accumulated comprehensive income
            
            
            2,643
            
            
            -(Deficit)
                accumulated during the exploration stage
            
            
            (2,766,265
            )
            
            (53,688
            )Total
                stockholders' equity
            
            
            49,000,814
            
            
            57,587**Total
                Liabilities and Stockholders' Equity**
            
            $
            49,504,781
            
            $
            97,542




The
      accompanying notes to financial statements are


an
      integral part of these balance sheets.




F-4












**URANIUM
                308 CORP. AND SUBSIDIARIES****(FORMERLY
                MONTAGU RESOURCES CORP.)****(AN
                EXPLORATION STAGE COMPANY)****CONSOLIDATED
                STATEMENTS OF OPERATIONS (NOTE 2)****FOR
                THE YEARS ENDED DECEMBER 31, 2007, 2006, AND****CUMULATIVE
                FROM INCEPTION (NOVEMBER 18, 2005)****THROUGH
                DECEMBER 31, 2007****Cumulative****Years
                Ended December 31,**
            
            **From****2007**
            
            **2006**
            
            **Inception****Revenues**
            
            $
            -
            
            $
            -
            
            $
            -**Expenses:**Stock-based
                compensation
            
            
            1,175,684
            
            
            -
            
            
            1,175,684Geological
                exploration
            
            
            730,066
            
            
            -
            
            
            730,066General
                and administrative
            
            
            619,852
            
            
            3,679
            
            
            623,773Professional
                fees
            
            
            189,523
            
            
            16,100
            
            
            225,623Donated
                service
            
            
            3,000
            
            
            6,000
            
            
            9,750Donated
                rent
            
            
            1,500
            
            
            3,000
            
            
            4,875Impairment
                of mineral property costs
            
            
            -
            
            
            142
            
            
            3,542Depreciation
            
            
            2,848
            
            
            -
            
            
            2,848Total
                general and administrative expenses
            
            
            2,722,473
            
            
            28,921
            
            
            2,776,161**(Loss)
                from Operations**
            
            
            (2,722,473
            )
            
            (28,921
            )
            
            (2,776,161
            )**Other
                Income**
            
            
            9,896
            
            
            -
            
            
            9,896**Provision
                for income taxes**
            
            
            -
            
            
            -
            
            
            -**Net
                (Loss)**
            
            $
            (2,712,577
            )
            $
            (28,921
            )
            $
            (2,766,265
            )**Comprehensive
                (Loss):**Foreign
                currency translation
            
            
            2,643
            
            
            -
            
            
            2,643**Total
                Comprehensive (Loss)**
            
            $
            (2,709,934
            )
            $
            (28,921
            )
            $
            (2,763,622
            )**(Loss)
                Per Common Share:**(Loss)
                per common share - Basic and Diluted
            
            $
            (0.02
            )
            $
            (0.00
            )**Weighted
                Average Number of Common Shares****Outstanding
                - Basic and Diluted**
            
            
            161,116,534
            
            
            196,744,418





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


F-5











**URANIUM
                308 CORP. AND SUBSIDIARIES****(FORMERLY
                MONTAGU RESOURCES CORP.)****(AN
                EXPLORATION STAGE COMPANY)****CONSOLIDATED
                STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 2)****FOR
                THE PERIODS FROM INCEPTION (NOVEMBER 18, 2005)****THROUGH
                DECEMBER 31, 2007****(Deficit)****Accumulated**
            
            **Accumulated****Additional**
            
            
            
            **Other**
            
            **During
                the****Common
                Stock**
            
            **Paid-in**
            
            **Donated**
            
            **Comprehensive**
            
            **Development****Description**
            
            
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Capital**
            
            **Income**
            
            **Stage**
            
            **Total****Balance
                - November 18, 2005**
            
            
            
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Donated
                services and expenses
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            1,125
            
            
            -
            
            
            
            
            
            1,125Common
                stock issued for cash
            
            
            
            
            
            187,500,000
            
            
            1,875
            
            
            (1,825
            )
            
            -
            
            
            -
            
            
            -
            
            
            50Net
                (loss) for the period
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (24,767
            )
            
            (24,767
            )**Balance
                - December 31, 2005**
            
            
            
            
            
            187,500,000
            
            
            1,875
            
            
            (1,825
            )
            
            1,125
            
            
            -
            
            
            (24,767
            )
            
            (23,592
            )Common
                stock issued for cash at $0.10 per share
            
            
            
            
            
            37,912,500
            
            
            379
            
            
            100,721
            
            
            -
            
            
            -
            
            
            -
            
            
            101,100Donated
                services and expenses
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            9,000
            
            
            -
            
            
            -
            
            
            9,000Net
                (loss) for the period
            
            
            
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (28,921
            )
            
            (28,921
            )**Balance
                - December 31, 2006**
            
            
            
            
            
            225,412,500
            
            
            2,254
            
            
            98,896
            
            
            10,125
            
            
            -
            
            
            (53,688
            )
            
            57,587Donated
                services and expenses
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            4,500
            
            
            -
            
            
            -
            
            
            4,500Common
                stock cancelled at par
            
            
            
            
            
            (166,500,000
            )
            
            (1,665
            )
            
            1,665
            
            
            -
            
            
            -
            
            
            -
            
            
            -Common
                stock issued for mineral exploration licenses
            
            
            
            
            
            20,000,000
            
            
            200
            
            
            44,599,800
            
            
            -
            
            
            -
            
            
            -
            
            
            44,600,000Common
                stock issued for cash at $0.50 per share
            
            
            
            
            
            1,360,000
            
            
            14
            
            
            679,986
            
            
            -
            
            
            -
            
            
            -
            
            
            680,000Common
                stock issued for cash at $0.75 per share
            
            
            
            
            
            6,297,501
            
            
            63
            
            
            4,723,063
            
            
            -
            
            
            -
            
            
            -
            
            
            4,723,126Common
                stock issued for cash at $1.00 per share
            
            
            
            
            
            588,500
            
            
            6
            
            
            588,494
            
            
            -
            
            
            -
            
            
            -
            
            
            588,500Stock-based
                compensation
            
            
            
            
            
            -
            
            
            -
            
            
            1,175,684
            
            
            -
            
            
            -
            
            
            -
            
            
            1,175,684Share
                issued for finder's fee
            
            
            
            
            
            445,966
            
            
            4
            
            
            (4
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Finder's
                fee paid in cash
            
            
            
            
            
            -
            
            
            -
            
            
            (129,750
            )
            
            -
            
            
            -
            
            
            -
            
            
            (129,750
            )Contribution
                of additional paid-in capital
            
            
            
            
            
            -
            
            
            -
            
            
            11,101
            
            
            -
            
            
            -
            
            
            -
            
            
            11,101Foreign
                currency translation
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            2,643
            
            
            -
            
            
            2,643Net
                (loss) for the period
            
            
            
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (2,712,577
            )
            
            (2,712,577
            )**Balance
                - December 31, 2007**
            
            
            
            
            
            87,604,467
            
            $
            876
            
            $
            51,748,935
            
            $
            14,625
            
            $
            2,643
            
            $
            (2,766,265
            )
            $
            49,000,814




The
      accompanying notes to financial statements are


an
      integral part of these statements.





F-6








**URANIUM
                308 CORP. AND SUBSIDIARIES****(FORMERLY
                MONTAGU RESOURCES CORP.)****(AN
                EXPLORATION STAGE COMPANY)****CONSOLIDATED
                STATEMENTS OF CASH FLOWS (NOTE 2)****FOR
                THE YEARS ENDED DECEMBER 31, 2007, 2006, AND****CUMULATIVE
                FROM INCEPTION (NOVEMBER 18, 2005)****Year
                Ended**
            
            **Year
                Ended**
            
            **Cumulative****December
                31,**
            
            **December
                31,**
            
            **From****2007**
            
            **2006**
            
            **Inception****Operating
                Activities:**Net
                (loss)
            
            $
            (2,712,577
            )
            $
            (28,921
            )
            $
            (2,766,265
            )Adjustments
                to reconcile net (loss) to net cash(used
                in) operating activities:Depreciation
            
            
            2,848
            
            
            -
            
            
            2,848Donated
                services and rent
            
            
            4,500
            
            
            9,000
            
            
            14,625Impairment
                of mineral properties
            
            
            (3,542
            )
            
            142
            
            
            (3,400
            )Changes
                in net liabilities-Prepaid
                expenses and deposit
            
            
            (120,268
            )
            
            (90
            )
            
            (120,358
            )Accounts
                payable and accrued liabilities
            
            
            413,982
            
            
            (1,750
            )
            
            417,232**Net
                Cash (Used in) Operating Activities**
            
            
            (2,415,057
            )
            
            (21,619
            )
            
            (2,455,318
            )**Investing
                Activities:**Purchases
                of property and equipment
            
            
            (79,710
            )
            
            -
            
            
            (79,710
            )Acquisition
                of mineral licenses
            
            
            (4,550,000
            )
            
            (142
            )
            
            (4,550,142
            )**Net
                Cash (Used in) Investing Activities**
            
            
            (4,629,710
            )
            
            (142
            )
            
            (4,629,852
            )**Financing
                Activities:**Issuance
                of common stock for cash
            
            
            7,178,411
            
            
            101,100
            
            
            7,279,561Issuance
                of common stock for finder's fee
            
            
            (129,750
            )
            
            -
            
            
            (129,750
            )Due
                to related parties
            
            
            50,030
            
            
            17,155
            
            
            86,735**Net
                Cash Provided by Financing Activities**
            
            
            7,098,691
            
            
            118,255
            
            
            7,236,546**Effect
                of Other Comprehensive Income (Loss)****on
                Cash and Cash Equivalents**
            
            
            2,643
            
            
            -
            
            
            2,643**Net
                Increase in Cash and Cash Equivalents**
            
            
            56,567
            
            
            96,494
            
            
            154,019**Cash
                and Cash Equivalents - Beginning of Period**
            
            
            97,452
            
            
            958
            
            
            -**Cash
                and Cash Equivalents - End of Period**
            
            $
            154,019
            
            $
            97,452
            
            $
            154,019**Supplemental
                Disclosure of Cash Flow Information:**Cash
                paid during the period for:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -
            
            $
            -





On
      September 27, 2007, the Company issued 20,000,000 shares of common stock
      pursuant to the Share Purchase Agreement entered into for the acquisition of
      two
      mineral exploration licenses (See Note 4). The 20,000,000 shares of common
      stock
      were valued at $44,600,000.





The
      accompanying notes to financial statements are


an
      integral part of these statements.





F-7





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





**1.
      Summary of Significant Accounting Policies**





*Basis
      of Presentation and Organization*





Uranium
      308 Corp. (the “Company”) was incorporated in the State of Nevada on November
      18, 2005. The Company is an Exploration Stage Company as defined by Statement
      of
      Financial Accounting Standard (“SFAS”) No. 7, “ *Accounting
      and Reporting for Development Stage Enterprises.* ” On
      July
      2, 2007, the Company completed a merger with its wholly-owned subsidiary,
      Uranium 308 Corp., which was incorporated in the State of Nevada on June 12,
      2007, solely to effect a name change. As a result, the Company changed its
      name
      from Montagu Resources Corp. to Uranium 308 Corp. The Company initially acquired
      a mineral property located in the province of British Columbia, Canada, and
      has
      not yet determined whether this property contains reserves that are economically
      recoverable. The recoverability of the investment in the property will be
      dependent upon the discovery of economically recoverable reserves, confirmation
      of the Company's interest in the underlying property, the ability of the Company
      to obtain necessary financing to satisfy the expenditure requirements under
      the
      property agreement, to complete the development of the property, and upon future
      profitable production or proceeds from the sale thereof. On September 27, 2007,
      the Company completed a Share Purchase Agreement entered into between the
      Company, Mongolia Energy Limited (“MEL”), and all of the stockholders of MEL.
      MEL is the sole stockholder/registered capital owner of Tooroibandi Limited,
      a
      company organized under the laws of Mongolia. As a result of the Share Purchase
      Agreement, the Company has indirectly acquired two exploration licenses
      identified by license numbers 12207X effective to November 14, 2009, and 1137X
      effective to February 19, 2009, which are owned by Tooroibandi Limited. License
      number 12207X covers 4,017 hectares of mineral property named Jargalant, and
      license number 1137X covers 15,621 hectares of mineral property named Elstiin
      Uul, which are both located in the Territory of Erdene soum, Tuv Province,
      Mongolia. The two licenses comprise the 196.38 sq. km Janchivlan Property,
      which
      is located approximately 70 km southeast of Ulaanbaatar, the capital of
      Mongolia. The Company's common shares are listed for trading on the OTC Bulletin
      Board under the symbol “URCO.”


*Basis
      of Presentation and Principles of Consolidation*




These
      consolidated financial statements and related notes are presented in accordance
      with accounting principles generally accepted in the United States of America,
      and are expressed in United States dollars. These consolidated financial
      statements include the accounts of the Company and its wholly owned
      subsidiaries. Intercompany balances and transactions have been eliminated in
      consolidation. The Company's fiscal year-end is December 31.





F-8





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




*Cash
      and Cash Equivalents*





The
      Company considers cash on hand, cash in banks, and all highly liquid instruments
      with maturity of three months or less at the time of issuance to be cash and
      cash equivalents.





*Revenue
      Recognition*





The
      Company is in the exploration stage and has yet to realize revenues from
      operations. Once the Company has commenced operations, it will recognize
      revenues when
      delivery of its product has occurred provided there is persuasive evidence
      of an
      agreement, acceptance has been approved by its customers, the fee is fixed
      or
      determinable based on the completion of stated terms and conditions, and
      collection of any related receivable is probable.





*Basic
      and Diluted Net Income (Loss) Per Share*





The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      “ *Earnings
      per Share* ”
(“SFAS
      No. 128”). 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 and convertible preferred
      stock using the if-converted 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. Diluted EPS excludes
      all dilutive potential shares if their effect is anti-dilutive.





*Income
      Taxes*





The
      Company accounts for income taxes pursuant to SFAS No. 109, “ *Accounting
      for Income Taxes* ”
(“SFAS
      No. 109”). Under SFAS No. 109, deferred tax assets and liabilities are
      determined based on temporary differences between the bases of certain assets
      and liabilities for income tax and financial reporting purposes. The deferred
      tax assets and liabilities are classified according to the financial statement
      classification of the assets and liabilities generating the differences.





The
      Company maintains a valuation allowance with respect to deferred tax assets.
      The
      Company establishes a valuation allowance based upon the potential likelihood
      of
      realizing the deferred tax asset and taking into consideration the Company’s
      financial position and results of operations for the current period. Future
      realization of the deferred tax benefit depends on the existence of sufficient
      taxable income within the carryforward period under the Federal tax laws.





F-9





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





Changes
      in circumstances, such as the Company generating taxable income, could cause
      a
      change in judgment about the realizability of the related deferred tax asset.
      Any change in the valuation allowance will be included in income in the year
      of
      the change in estimate.





*Fair
      Value of Financial Instruments*





The
      fair
      values of cash, accounts payable, accrued liabilities, and amounts due to a
      related party approximate their carrying values due to the immediate or
      short-term maturity of these financial instruments. The Company estimates the
      fair value of financial instruments using the available market information
      and
      valuation methods. Considerable judgment is required in estimating fair value.
      Accordingly, the estimates of fair value may not be indicative of the amounts
      the Company could realize in a current market exchange. Financial instruments
      that potentially subject the Company to concentrations of credit risk consist
      primarily of cash in excess of federally insured amounts. For the years ended
      December 31, 2007, 2006, and cumulative from inception, the Company has not
      incurred a loss relating to this concentration of credit risk.





*Concentration
      of Risk*





Financial
      instruments which potentially subject the Company to concentrations of credit
      risk consist principally of cash. The Company places its temporary cash
      investments in reputable financial institutions which are fully insured by
      the
      government in which they are located.




*Mineral
      Properties and Exploration Expenses*




The
      Company has been in the exploration stage since its formation on November 18,
      2005, and has not yet realized any revenues from its planned operations. It
      is
      primarily engaged in the acquisition and exploration of mining properties.
      Mineral property exploration costs are expensed as incurred. Mineral property
      acquisition and licensing costs are initially capitalized when incurred using
      the guidance in EITF 04-02, “ *Whether
      Mineral Rights Are Tangible or Intangible Assets* .”
The
      Company assesses the carrying costs for impairment under SFAS No. 144,
“ *Accounting
      for Impairment or Disposal of Long Lived Assets* ”
(“SFAS
      No. 144”) at each fiscal quarter end. When it has been determined that a mineral
      property can be economically developed as a result of establishing proven and
      probable reserves, the costs then incurred to develop such property, are
      capitalized. Such costs will be amortized for depletion purposes using the
      units-of-production method over the estimated life of the probable reserves.
      If
      mineral properties are subsequently abandoned or impaired, any capitalized
      costs
      will be charged to operations.





F-10





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





*Property
      and Equipment*





The
      components of property and equipment are stated at cost. Property and equipment
      costs are depreciated or amortized for financial reporting purposes over the
      useful lives of the related assets by the straight-line method. Useful lives
      utilized for calculating depreciation or amortizations are as
      follows:





Computer
                  and office equipment
              3
                  to 5 yearsField
                  equipment
              5
                  yearsVehicles
              5
                  years





Upon
      disposition of an asset, its cost and related accumulated depreciation or
      amortization is removed from the accounts, and any resulting gain or loss is
      recognized.





*Lease
      Obligations*





All
      non-cancelable leases with an initial term greater than one year are categorized
      as either capital or operating leases. Assets recorded under capital leases
      are
      amortized according to the same methods employed for property and equipment
      or
      over the term of the related lease, if shorter.





*Long-lived
      Assets*





In
      accordance with SFAS No. 144, the Company tests long-lived assets or asset
      groups for recoverability when events or changes in circumstances indicate
      that
      their carrying amount may not be recoverable. Circumstances which could trigger
      a review include, but are not limited to: significant decreases in the market
      price of the asset; significant adverse changes in the business climate or
      legal
      factors; accumulation of costs significantly in excess of the amount originally
      expected for the acquisition or construction of the asset; current period cash
      flow or operating losses combined with a history of losses or a forecast of
      continuing losses associated with the use of the asset; and current expectation
      that the asset will more likely than not be sold or disposed significantly
      before the end of its estimated useful life.




Recoverability
      is assessed based on the carrying amount of the asset and its fair value which
      is generally determined based on the sum of the undiscounted cash flows expected
      to result from the use and the eventual disposal of the asset, as well as
      specific appraisal in certain instances. An impairment loss is recognized when
      the carrying amount is not recoverable and exceeds fair value.





F-11








**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





For
      the
      years ended December 31, 2007, 2006, and cumulative from inception, an
      impairment loss was not recognized.





*Use
      of Estimates*




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those estimates.
      The Company regularly evaluates estimates and assumptions related to useful
      life
      and recoverability of long-lived assets and deferred income tax asset valuation
      allowances. The Company bases its estimates and assumptions on current facts,
      historical experience, and various other factors that it believes to be
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying values of assets and liabilities and the
      accrual of costs and expenses that are not readily apparent from other sources.
      The actual results experienced by the Company may differ materially and
      adversely from the Company's estimates. To the extent there are material
      differences between the estimates and the actual results, future results of
      operations will be affected.




*Comprehensive
      Income*




The
      Company has adopted Statement of Financial Accounting Standards (SFAS) No.
      130,
“ *Reporting
      Comprehensive Income* ”
(“SFAS
      No. 130”). Comprehensive income includes net income and all changes in equity
      during a period that arises from non-owner sources, such as foreign currency
      items and unrealized gains and losses on certain investments in equity
      securities.


*Foreign
      Currency Translation*





The
      Company's functional and reporting currency is the United States dollar.
      Monetary assets and liabilities denominated in foreign currencies are translated
      in accordance with SFAS No. 52 “ *Foreign
      Currency Translation* ”
(“SFAS
      No. 52”), using the exchange rate prevailing at the balance sheet date.
      Operating costs are translated using the average exchange rate prevailing during
      the period. Gains and losses arising on settlement of foreign currency
      denominated transactions or balances are included in the determination of
      income. Foreign currency transactions are primarily undertaken in Canadian
      dollars. The Company had not entered into derivative instrument transactions
      to
      offset the impact of foreign currency fluctuations. As of December 31, 2007
      and
      2006 the company recognized a foreign currency translation gain of $2,643 and
      nil, respectively.







F-12





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





*Stock-based
      Compensation*





The
      Company records stock based compensation in accordance with SFAS No. 123R,
      “ *Share-Based
      Payments* ”
(“SFAS
      No. 123R”) which requires the measurement and recognition of compensation
      expense, based on estimated fair values, for all share-based awards, made to
      employees and Directors, including stock options. The Company has issued
      7,300,000 stock options to its Directors and consultants as of December 31,
      2007.





The
      Company has a stock-based compensation plan that is described more fully in
      Note
      6.


**2.
      Exploration Stage Activities and Going Concern**





The
      accompanying consolidated financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its assets
      and
      discharge its liabilities in the normal course of business. The Company has
      never generated revenues since inception and has never paid any dividends and
      is
      unlikely to pay dividends or 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 stockholders, the ability of the Company
      to
      obtain necessary equity financing to continue operations, and the attainment
      of
      profitable operations. As of December 31, 2007, the Company had accumulated
      losses since inception of $2,766,265. 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.





**3.
      Related Party Transactions**





During
      the year ended June 30, 2007, the Company recognized a total of $3,000 (2006
      -
      $6,000) for donated services at $500 per month and $1,500 (2006 - $3,000) for
      donated rent at $250 per month provided by the former President of the Company.
      The donated services and rent were terminated as of July 1, 2007.





As
      of
      December 31, 2007, the Company was indebted to a company controlled by a
      relative of the former President of the Company for $36,735 (December 31, 2006
      -
      $36,705), which is non-interest bearing, unsecured, and due on
      demand.




As
      of
      December 31, 2007, the Company received $50,000 from a related party company
      as
      an advance for an exploration fee.





As
      of
      December 31, 2007, Mr. Michael Tan, the brother of the President and CEO of
      the
      Company, received $40,000 as consulting fees in accordance with the Consulting
      Agreement between Michael Tan and the Company, dated July 24, 2007.





F-13





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





**4.
      Mineral Properties and Licenses**





In
      November 2005, the Company, through its former President and Director, acquired
      100% of the rights, title, and interest in a mining claim representing 20 units
      in the Kamloops Mining Division in the Province of British Columbia, Canada.
      Payment of $3,400 was required to record this mining claim and was paid by
      a
      company controlled by the President of the Company. The claim is registered
      in
      the name of the former President of the Company, who has agreed to hold the
      claim in trust on behalf of the Company. On November 23, 2006, the mineral
      claim
      lapsed and the former President of the Company re-staked the mineral claim
      in
      trust for the Company at a cost of $142.





On
      September 27, 2007, the Company completed the Share Purchase Agreement entered
      into between the Company, MEL, and all the shareholders of MEL. MEL is the
      sole
      stockholder/registered capital owner of Tooroibandi Limited, a company organized
      under the laws of Mongolia. As a result of the Share Purchase Agreement, the
      Company has indirectly acquired two exploration licenses identified by license
      numbers 12207X effective to November 14, 2009, and 1137X effective to February
      19, 2009, which are owned by Tooroibandi Limited. License number 12207X covers
      4,017 hectares named Jargalant and License number 1137X covers 15,621 hectares
      named Elstiin Uul, which are both located in the Territory of Erdene soum,
      Tuv
      Province, Mongolia. The two licenses comprise the 196.38 sq. km Janchivlan
      Property, which is located approximately 70 km southeast of Ulaanbaatar, the
      capital of Mongolia. The cash and stock value of the Share Purchase Agreement
      was $49,150,000, and was attributable to the acquisition of the mineral property
      licenses described above.





**5.
      Common Stock**




On
      March
      15, 2007, the Company affected a 25:1 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 2,500,000,000 shares of
      common stock with no change in par value. All share amounts have been
      retroactively adjusted for all periods presented.





On
      July
      2, 2007, the Company effected a 1.5:1 forward stock split of the authorized,
      issued and outstanding common stock. As a result, the authorized share capital
      increased from 2,500,000,000 shares of common stock with a par value of $0.00001
      to 3,750,000,000 shares of common stock with no change in par value. All share
      amounts have been retroactively adjusted for all periods presented. Total issued
      and outstanding share capital has increased from 150,275,000 shares of common
      stock to 225,412,500 shares of common stock.





F-14











On
      July
      27, 2007, Mr. Dennis Tan, the President, CEO, and Director, and Mr. Ka Yu,
      the
      Secretary, Treasurer, and Director, who held in the aggregate 187,500,000 post
      forward stock split shares of common stock of the Company, voluntarily agreed
      to
      surrendered for cancellation in the aggregate 166,500,000 shares of common
      stock
      in order to encourage equity investment in the Company. Mr. Dennis Tan
      voluntarily agreed to surrender for cancellation 96,500,000 of the 112,500,000
      post forward stock split shares registered in his name, and Mr. Ka Yu
      voluntarily agreed to surrender for cancellation 70,000,000 of the 75,000,000
      post forward stock split shares registered in his name. The cancellation of
      the
      166,500,000 shares reduced the issued and outstanding shares at the time from
      225,412,500 shares to 58,912,500 shares.





On
      September 7, 2007, the Company received common stock subscriptions for 1,360,000
      units at $0.50 per unit for proceeds of $680,000. Each unit is comprised of
      one
      share of common stock and a one share purchase warrant. Each share purchase
      warrant entitles the holder to purchase one share of common stock at $0.75
      per
      share with an expiration date two years from the date of issuance.





From
      July
      1, 2007, to September 11, 2007, the Company received common stock subscriptions
      for 6,297,501 units at $0.75 per unit for proceeds of $4,723,125.75. Each unit
      is comprised of one share of common stock and a one-half share purchase warrant.
      Each whole share purchase warrant entitles the holder to purchase one share
      of
      common stock at $1.50 per share with an expiration date two years from the
      date
      of issuance.





On
      September 27, 2007, the Company completed the Share Purchase Agreement, entered
      into between the Company, MEL, and all the stockholders of MEL whereby the
      Company acquired 100% of the issued and outstanding shares in the capital of
      MEL, through the payment of $4,550,000 in cash, the issuance of 5,000,000 shares
      of common stock of the Company in aggregate to the shareholders of MEL on a
      pro
      rata basis in accordance with each MEL stockholders’ percentage of ownership in
      MEL, and the issuance of 15,000,000 shares of common stock of the Company to
      Mr.
      Lin Dong Hong (the vendor of Tooroibandi Limited). Under the terms of the Share
      Purchase Agreement, additional shares of common stock (up to 5,000,000 shares)
      are required to be issued to Mr. Lin Dong Hong based on the uranium reserves
      determined from the property in Mongolia covered by the two exploration licenses
      described above. The cash and stock value of the Share Purchase Agreement was
      $49,150,000, and was attributable to the acquisition of the mineral property
      licenses described above.





In
      relation to the Company’s private placement offering at $0.75 per Unit entered
      into with the offshore investors only, the Company will be paying: (i) a cash
      finder’s fee in the amount of $72,000 to an entity in Singapore; (ii) a cash
      finder’s fee in the amount of $26,250 to an individual in Hong Kong; (iii) a
      finder’s fee of 66,666 shares of common stock to an individual in Singapore;
      (iv) a finder’s fee of 45,000 share of common stock to an individual in
      Singapore; and (v) a finder’s fee of 320,000 shares of common stock to an
      individual.





F-15


**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**











On
      November 29, 2007, the Company issued 588,500 units (each a “Unit”) to 17
      individuals/entities due to the closing of the Company’s private placement at
      $1.00 per Unit for total gross proceeds of $588,500. Each Unit consists of
      one
      share of common stock of the Company and one-half of one share purchase warrant,
      with each whole warrant entitling the holder to purchase one additional share
      of
      common stock of the Company at $2.00 per warrant share until November 29, 2009.





In
      relation to the Company’s private placement offering at $1.00 per Unit entered
      into with the offshore investors only, the Company will be paying: (i) a cash
      finder’s fee in the amount of $31,500 to an individual in Singapore; (ii) a
      finder’s fee of 10,000 shares of common stock to Rita Chou of Singapore; and
      (iii) a finder’s fee of 4,300 Shares of common stock to Hsien Loong Wong of
      Singapore.





As
      of
      December 31, 2007, total issued and outstanding shares of common stock increased
      to 87,604,467 shares.




**6.
      Stock-based Compensation**






During
      the year ended December 31, 2007, 7,300,000 stock options were granted under
      the
      Stock-based Compensation Plan with the exercise price of $1.60 per share, being
      the market price at the time of the grant.  Of these options, 6,500,000
      were issued to Directors and 800,000 were issued to consultants and an officer.
      The Optionee shall have the initial vested right to purchase an aggregate of
      up
      to five percent of the Option Shares on November 28, 2007, and the Optionee’s
      remaining right to purchase an aggregate of up to the remaining 95% of the
      Option Shares under the Option shall only vest in equal monthly proportions
      over
      a period of 19 months from the Initial Vesting Date.






A
      summary
      of the Company’s stock option activities is presented below:




Options
                Outstanding
            
            Directors
            
            Consultants
            
            Total
            
            Option
                Price
            
            Call
                Option ValueDecember
                31, 2007
            
            
            6,500,000
            
            
            800,000
            
            
            #7,300,000
            
            $
            1.60
            
            $
            1.53









Compensation
      cost related to options to vest in the future will be recognized as the related
      options vest.




The
      fair
      values of the options granted in the year ended December 31, 2007, were
      estimated at $1.53 per using the Black-Scholes Option Pricing Model with the
      following weighted average assumptions:







F-16





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**




2007Volatility:
            
            
            263.3
            %Risk-free
                interest rate:
            
            
            3.50
            %Dividend
                yield:
            
            
            --Expected
                lives   (months):
            
            
            19







Option-pricing
      models require the use of highly subjective estimates and assumptions including
      the expected stock price volatility.  Changes in the underlying assumptions
      can materially affect the fair value estimates and therefore, in management’s
      opinion, existing models do not necessarily provide reliable measure of the
      fair
      value of the Company’s stock options.




**7.
      Appointment of Additional Directors and Officers**




On
      November 7, 2007, the Company appointed Mr. David Lorge as Vice President of
      Exploration.




On
      November 28, 2007, the Company increased the Board of Directors by two and
      appointed Mr. Chris Metcalf and Mr. Martin Shen as Directors.




**8.
      Income Tax**





Potential
      benefits of income tax losses are not recognized in the accounts until
      realization is more likely than not. The Company has net operating losses of
      $2,713,077 which begin to expire in 2025. Pursuant to SFAS No. 109, the Company
      is required to compute tax asset benefits for net operating losses carried
      forward. The potential benefit of net operating losses has not been recognized
      in these financial statements because the Company cannot be assured it is more
      likely than not it will utilize the net operating losses carried forward in
      future years.





The
      components of the net deferred tax asset as of December 31, 2007, and 2006,
      and
      the statutory rate, the effective tax rate, and the elected amount of the
      valuation allowance are scheduled below:






F-17




**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





2007
            
            2006Cumulative
                Net Operating (Loss)
            
            $
            2,713,077
            
            $
            43,560Statutory
                Tax Rate
            
            
            15
            %
            
            15
            %Effective
                Tax Rate
            
            
            -
            
            
            -Deferred
                Tax Assets
            
            
            406,962
            
            
            6,534Valuation
                Allowance
            
            
            (406,962
            )
            
            (6,534
            )Net
                Deferred Tax Asset
            
            
            -
            
            
            -





**9.
      Commitments and Contingencies**





On
      September 4, 2007, the Company entered into an operating lease for office space
      in Beijing, China. The term of the lease is for two years. The rent for the
      office space is payable quarterly in the amount of $9,318. Future minimum rental
      amounts under the lease amount to $37,272 in 2008, and $24,848 in 2009,
      respectively.





**10.
      Recently Issued Accounting Pronouncements**




In
      February 2007, the FASB issued SFAS No. 159, “ *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      amendment of FASB Statement No. 115* ”
(“SFAS
      No. 159”), which permits entities to measure many financial instruments and
      certain other items at fair value that are not currently required to be measured
      at fair value. An entity would report unrealized gains and losses on items
      for
      which the fair value option has been elected in earnings at each subsequent
      reporting date. The objective is to improve financial reporting by providing
      entities with the opportunity to mitigate volatility in reported earnings caused
      by measuring related assets and liabilities differently without having to apply
      complex hedge accounting provisions. The decision about whether to elect the
      fair value option is applied instrument by instrument, with a few exceptions;
      the decision is irrevocable; and it is applied only to entire instruments and
      not to portions of instruments. SFAS No. 159 requires disclosures that
      facilitate comparisons (a) between entities that choose different measurement
      attributes for similar assets and liabilities and (b) between assets and
      liabilities in the financial statements of an entity that selects different
      measurement attributes for similar assets and liabilities. SFAS No. 159 is
      effective for financial statements issued for fiscal years beginning after
      November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
      year, provided the entity also elects to apply the provisions of SFAS No. 157.
      Upon implementation, an entity shall report the effect of the first
      re-measurement to fair value as a cumulative-effect adjustment to the opening
      balance of retained earnings. Since the provisions of SFAS No. 159 are applied
      prospectively, any potential impact will depend on the instruments selected
      for
      fair value measurement at the time of implementation. The management of the
      Company does not believe that this new pronouncement will have a material impact
      on its financial statements.





F-18







**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





In
      December 2007, the FASB issued SFAS No. 141R, “ *Business
      Combinations - Revised 2007* ”
(“SFAS
      No. 141R”), which replaces FASB Statement No. 141, “ *Business
      Combinations* .”
SFAS
      No. 141R ** establishes
      principles and requirements intending to improve the relevance, representational
      faithfulness, and comparability of information that a reporting entity provides
      in its financial reports about a business combination and its effects. This
      is
      accomplished through requiring the acquirer to recognize assets acquired and
      liabilities assumed arising from contractual contingencies as of the acquisition
      date, measured at their acquisition-date fair values. This includes contractual
      contingencies only if it is more likely than not that they meet the definition
      of an asset of a liability in FASB Concepts Statement No. 6, “ *Elements
      of Financial Statements* - *a
      replacement of FASB Concepts Statement No. 3.* ” ** This
      statement also requires the acquirer to recognize goodwill as of the acquisition
      date, measured as a residual. However, this statement improves the way in which
      an acquirer’s obligations to make payments conditioned on the outcome of future
      events are recognized and measured, which in turn improves the measure of
      goodwill. This statement also defines a bargain purchases as a business
      combination in which the total acquisition-date fair value of the consideration
      transferred plus any noncontrolling interest in the acquiree, and it requires
      the acquirer to recognize that excess in earnings as a gain attributable to
      the
      acquirer. This, therefore, improves the representational faithfulness and
      completeness of the information provided about both the acquirer’s earnings
      during the period in which it makes a bargain purchase and the measures of
      the
      assets acquired in the bargain purchase. The Company does not expect the
      adoption of this pronouncement to have a material impact on its financial
      statements.




In
      December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
      Interests in Consolidated Financial Statements - an amendment of ARB No.
      51* ”
(“SFAS
      No. 160”), ** which
      establishes accounting and reporting standards to improve the relevance,
      comparability, and transparency of financial information in its consolidated
      financial statements. This is accomplished by requiring all entities, except
      not-for-profit organizations, that prepare consolidated financial statements
      to
      (a) clearly identify, label, and present ownership interests in subsidiaries
      held by parties other than the parent in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; (b) clearly
      identify and present both the parent’s and the noncontrolling interest’s
      attributable consolidated net income on the face of the consolidated statement
      of income; (c) consistently account for changes in parent’s ownership interest
      while the parent retains it controlling financial interest in subsidiary and
      for
      all transactions that are economically similar to be accounted for similarly;
      (d) measure of any gain, loss, or retained noncontrolling equity at fair value
      after a subsidiary is deconsolidated; and (e) provide sufficient disclosures
      that clearly identify and distinguish between the interests of the parent and
      the interests of the noncontrolling owners. This statement also clarifies that
      a
      noncontrolling interest in a subsidiary is an ownership interest in the
      consolidated entity that should be reported as equity in the consolidated
      financial statements. SFAS No. 160 is effective for fiscal years and interim
      periods on or after December 15, 2008. The management of the Company does not
      expect the adoption of this pronouncement to have a material impact on its
      financial statements.





F-19





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





In
      March
      2008, the FASB issued FASB Statement No. 161, *“Disclosures
      about Derivative Instruments and Hedging Activities - an amendment of FASB
      Statement 133”* (“SFAS
      No. 161”). SFAS No. 161 enhances required disclosures regarding derivatives and
      hedging activities, including enhanced disclosures regarding how: (a) an entity
      uses derivative instruments; (b) derivative instruments and related hedged
      items
      are accounted for under FASB No. 133, *“Accounting
      for Derivative Instruments and Hedging Activities”* ;
      and (c)
      derivative instruments and related hedged items affect an entity’s financial
      position, financial performance, and cash flows. Specifically, FASB No. 161
      requires:





●
            Disclosure
                of the objectives for using derivative instruments be disclosed in
                terms
                of underlying risk and accounting
                designation;


●
            Disclosure
                of the fair values of derivative instruments and their gains and
                losses in
                a tabular format;


●
            Disclosure
                of information about credit-risk-related contingent features;
                and


●
            Cross-reference
                from the derivative footnote to other footnotes in which
                derivative-related information is
                disclosed.





FASB
      No.
      161 is effective for fiscal years and interim periods beginning after November
      15, 2008. Earlier application is encouraged. The management of the Company
      does
      not expect the adoption of this pronouncement to have a material impact on
      its
      financial statements.





**11.
      Subsequent Events**





On
      January 15, 2008, the Company entered into an asset purchase agreement (the
      “Asset Purchase Agreement”) with Success Start Energy Investment Co. (“Success
      Start”), a Hong Kong corporation, and the Company’s subsidiary, Tooroibandi
      Limited (the “Subsidiary”), whereby the Company has agreed to provide the
      consideration on behalf of the Subsidiary for the acquisition of two uranium
      exploration licenses from Success Start referenced as license number 10256X
      covering 1540 hectares (15.40 sq. km) (known as the Tsagaan Chuluut property),
      and license number 13060X covering 3116 hectares (31.15 sq. km) (known as the
      Khar Balgast property) (collectively, the “Licenses”), which Licenses are
      located 385 km east from the city of Ulaanbaatar, Mongolia and 75 km northwest
      from Undurkhaan, a town on the border of Umnudelger, Kherien, and Binder Sum
      of
      Khentii Province of Mongolia in exchange for 10,000,000 shares of common stock
      of the Company and $8,000,000 in cash in accordance with the terms and
      conditions of the Asset Purchase Agreement. On January 22, 2008, the Company
      issued 5,000,000 shares of common stock to Success Start Energy Investment
      Co.
      (“Success Start”), a Hong Kong Corporation, in accordance with the Asset
      Purchase Agreement, entered into on January 15, 2008, between the Company,
      Success Start and the Company’s subsidiary, Tooroibandi Limited.





F-20





**URANIUM
        308 CORP. AND SUBSIDIARIES**
 **(FORMERLY
        MONTAGU RESOURCES CORP.)**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **CONSOLIDATED
        NOTES TO FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2007, AND 2006**





On
      January 28, 2008, the Company entered into a share purchase agreement (the
      “Share Purchase Agreement”) with Mongolia Energy Limited (“MEL”), a subsidiary
      of the Company, Tooroibandi Limited (“Tooroibandi”), a subsidiary of the
      Company, Mongolia Metals Limited (“MML”), a company organized under the laws of
      the British Virgin Islands, and Hong Kong Mongolia Metals Limited (“HKMML”), a
      company organized under the laws of Mongolia and a wholly owned subsidiary
      of
      MML, whereby the Company has agreed to issue 12,000,000 shares of common stock
      of the Company to MML in exchange for MEL receiving a 10% ownership interest
      in
      MML; and Tooroibandi has agreed to allow HKMML the use of certain land holdings
      controlled by Tooroibandi for HKMML’s exploration and development of four tin
      exploration licenses referenced as license numbers 13061X, 13062X, 13063X,
      and
      13064X covering 4658 hectares (collectively, the “ *Licenses* ”),
      which
      Licenses are located approximately 70 km southeast of Ulaanbaatar, the capital
      of Mongolia, in exchange for Tooroibandi receiving a 1% ownership interest
      in
      HKMML, all in accordance with the terms and conditions of the Share Purchase
      Agreement.





On
      January 31, 2008, the Company completed the Share Purchase Agreement, entered
      into between the Company, MEL, Tooroibandi, MML, and HKMML whereby MEL acquired
      a 10% ownership interest in MML in exchange for the issuance of 12,000,000
      shares of common stock of the Company, which had already been issued to MML.
      In
      addition, HKMML is in the process of having Tooroibandi registered as a 1%
      owner
      of the registered capital in HKMML, which is expected to be finalized in the
      next 30 days, and Tooroibandi has already had certain land holdings registered
      to HKMML for use under the Licenses granted to HKMML.





On
      February 20, 2008, the Company increased the Board of Directors by one and
      appointed Mr. Earl Abbott as a Director of the Company.







F-21








***Item
      8. Changes In And Disagreements With Accountants On*** **Accounting And Financial Disclosure**




On
      August
      28, 2007, the Company dismissed Manning Elliott LLP, Chartered Accountants
      (“Manning Elliott”) as the principal independent accountants of the Company. The
      Board of Directors of the Company authorized the dismissal of Manning Elliott
      on
      August 28, 2007.




During
      the Company's two most recent fiscal years and any subsequent interim period
      preceding the dismissal of Manning Elliott, there were no disagreements with
      Manning Elliott which were not resolved on any matter concerning accounting
      principles or practices, financial statement disclosure, or auditing scope
      and
      procedure, which disagreements, if not resolved to the satisfaction of Manning
      Elliott would have caused Manning Elliott to make reference to the subject
      matter of the disagreements in connection with their reports. Manning Elliott,
      as the Company’s principal independent accountant, did not provide an adverse
      opinion or disclaimer of opinion to the Company’s financial statements, nor
      modify its opinion as to uncertainty, audit scope or accounting principles.
      The
      audit opinions were modified to contain a going concern qualification during
      the
      Company’s two most recent fiscal years. The Company has requested Manning
      Elliott to furnish a letter addressed to the Securities and Exchange Commission
      stating whether it agrees with the above statements. A copy of that letter,
      dated August 28, 2007, is filed as an exhibit to the Company’s 8-K filing of
      August 28, 2007, which B-K is hereby incorporated by reference.




On
      August
      28, 2007, the Board of Directors of the Company approved and authorized the
      engagement of Davis Accounting Group, P.C., of 1957 West Royal Hunte Drive,
      Suite 150, Cedar City, Utah 84720 as the principal independent accountant for
      the Company.




***Item
      8a. Controls And Procedures***




**Annual
      Report of Management on Internal Control Over Financial
      Reporting**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting to provide reasonable assurance regarding the reliability
      of
      our financial reporting and the preparation of financial statements for external
      purposes in accordance with accounting principles generally accepted in the
      United States. Internal control over financial reporting includes those policies
      and procedures that (i) pertain to the maintenance of records that, in
      reasonable detail, accurately and fairly reflect the transactions and
      dispositions of the assets of Uranium 308 Corp. and our consolidated
      subsidiaries; (ii) provide reasonable assurance that transactions are recorded
      as necessary to permit preparation of financial statements in accordance with
      accounting principles generally accepted in the United States, and that receipts
      and expenditures of Uranium 308 Corp. and our consolidated subsidiaries are
      being made only in accordance with authorizations of management and directors
      of
      Uranium 308 Corp. and our consolidated subsidiaries, as appropriate; and (iii)
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the assets of Uranium 308 Corp.
      and our consolidated subsidiaries that could have a material effect on the
      financial statements.




24





Management,
      with the participation of our principal executive officer and principal
      financial officer, assessed the effectiveness of our internal control over
      financial reporting as of December 31, 2007, the end of our fiscal year.
      Management’s assessment included evaluation of such elements as the design and
      operating effectiveness of key financial reporting controls, process
      documentation, accounting principles and our overall control environment. This
      assessment is supported by testing and monitoring performed under the direction
      of management.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluations of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate. Accordingly, even an effective
      system of internal control over financial reporting will provide only reasonable
      assurance with respect to financial statement preparation.





Based
      on
      our assessment, management has concluded that our internal control over
      financial reporting was effective as of the end of December 31, 2007, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external reporting purposes in
      accordance with accounting principles generally accepted in the United States.
      Our Board of directors, which acts as the audit committee has reviewed results
      of management’s assessment.





**Changes
      in Internal Control Over Financial Reporting**





There
      have been no changes in our internal controls over financial reporting that
      occurred during our fourth fiscal quarter of the period covered by this Annual
      Report on Form 10-KSB that have materially affected, or are reasonably likely
      to
      materially affect, our internal controls over financial
      reporting.




***Item
      8b. Other Information***




Not
      applicable.





25





**Part
      III**




***Item
      9. Directors, Executive Officers, Promoters*****, Control
      Persons And Corporate Governance; Compliance With Section 16(A) Of The Exchange
      Act**




The
      following table sets forth certain information regarding the members of our
      Board of Directors and executive officers as of March 28, 2008:




**Name**
            **Age**
            **Positions
                and Offices Held****Dennis
                Tan**(1)
            36
            President,
                Chief Executive Officer and director**Anthony
                Tam**(2)
            49
            Secretary,
                Treasurer and a Director**Lin
                Dong Hong**(3)
            43
            Director**Martin
                Shen**(4)
            37
            Director**Chris
                Metcalf**(4)
            38
            Director**David
                Lorge**(5)
            61
            Vice
                President of Exploration**Earl
                Abbott**(6)
            66
            Director





(1)
            Mr.
                Tan was appointed as a director and appointed the President and CEO
                of the
                Company on June 11, 2007.(2)
            Mr.
                Tam was appointed as a director of the Company and appointed as the
                Secretary and Treasurer on September 27, 2007.(3)
            Mr.
                Hong was appointed as a director of the Company on September 27,
                2007.(4)
            Mr.
                Shen and Mr. Metcalf were appointed as directors of the Company on
                November 28, 2007.(5)
            Mr.
                Lorge was appointed Vice President of Exploration of the Company
                on
                November 7, 2007.(6)
            Dr.
                Abbott was appointed as a director of the Company on February 20,
                2008.





**Dennis
      Tan** (age 36)
      was the Manager of Technical Operations and Support for 5G Wireless
      Communications in Singapore from June 2001 to September 2002. He was closely
      involved in the early implementation of commercial wireless Internet access
      networks and has assisted in the design of several wireless network projects,
      including hotels and convention centers. He also has extensive experience in
      testing, debugging and maintaining fully operational network systems. From
      Dec.
      2003 to Oct. 2005, Mr. Tan joined Nex Connectivity Solutions Inc. as the Chief
      Technology Officer. In Nov. 2005 until Dec. 2006, Mr. Tan ventured into the
      Mining Industry where he was employed by Magnus International Resources Inc.
      (OTCBB: MGNU) to manage its China Head Office and its various projects all
      over
      China. From January 2007 to present, Mr. Tan has been the President of Nex
      Connectivity Solutions Inc. Mr. Tan graduated from Simon Fraser University
      with
      a BA in Economics in 1996. Mr. Tan also holds a post-graduate qualification
      from
      the Information Technology Institute in Vancouver, British Columbia, which
      he
      received in 2001. Mr. Tan is not an officer or director of any other reporting
      issuer at this time.




26





**Anthony
      Tam** (age 49)
      is an engineer and chartered accountant with more than 25 years of experience
      in
      the mining industry. Mr. Tam worked as general manager for Denstone Minerals
      Ltd. (a Canadian company specializing in mineral investment in China) and was
      also President and Director of Galactic Resources (China) Ltd. and Can-Pacific
      Rare Earths & Metal Co. (both were wholly owned subsidiaries of Galactic
      Resources Ltd.). Prior to this, Mr. Tam was the financial controller of E &
B Exploration and Mascot Goldmine Ltd. in Vancouver, BC. Mr. Tam has received
      a
      B.Sc. in Engineering from Queen's University in Kingston, Ontario (1971), a
      B.Sc. in Mining Engineering from Queen's (1973), and he is a Chartered
      Accountant (University of British Columbia, 1978). He has special expertise
      in
      negotiating joint ventures and conducting initial geological and engineering
      assessments of mineral properties.





**Lin
      Dong Hong** (age 43)
      is Chairman of Mongolia Resource Mining Group Limited, a private company in
      the
      resource business in Mongolia. He has more than 15 years of experience as a
      commodities trader and management executive in China and Mongolia, most recently
      as Executive Director of Artfield Group Limited, a publicly listed company
      in
      Hong Kong. Mr. Lin has extensive knowledge of, and relationships in the mineral
      development industry in Asia.





**Martin
      Shen** (age 37)
      has been the Controller and Chief Financial Officer of R. Wales and Son, a
      private Canadian manufacturer engaged in refurbishing mining equipment parts
      for
      local and international mines, since 2003. Mr. Shen is a Certified Public
      Accountant (Colorado) with special expertise in international accounting and
      taxation, he has held multiple positions in PriceWaterhouseCoopers’ (PCW)
      Vancouver, Hong Kong and Singapore offices, serving variously as Tax Manager
      from 1998 to 2002 and as a Senior Accountant and Senior Associate from 1995
      to
      1998. In addition to holding a B.Sc. from the University of British Columbia,
      Mr. Shen has extensive tax training, including US Intermediate Tax Training
      (PwC, Tampa, Florida); US Tax Technical Training (PwC, Charleston, South
      Carolina); and Asia Region Tax Technical Training (Singapore).





**Christopher
      S. Metcalf** (age 38)
      has been a director of the Company since March 1, 2007. Mr. Metcalf is currently
      the President of Altitude Funds LLC, and Vice President of GF Private Equity
      Group LLC. Prior to that position, from 2002 to 2006, Mr. Metcalf served as
      the
      Vice President of the Graystone Research Group in Morgan Stanley, performing
      portfolio and research analysis for hedge funds and private equity. From 2000
      to
      2002, Mr. Metcalf held the position of Vice President of Private Equity at
      KMV
      Capital LLC, a consulting and private equity firm. Mr. Metcalf has also held
      the
      positions of Vince President and Senior Financial Analyst at Charles Schwab
      Family Private Equity Fund (1999-2000), Investment Banking Representative at
      Prudential Securities, and Tax Analyst at Wachovia Bank. Apart from his
      professional experience, Mr. Metcalf holds degrees from the University of
      Chicago (MBA with Honors), and the University of Virginia (JD and Bachelor
      of
      Science in Commerce).





**David
      Lorge** (age
      61)
      has been a practicing geologist for 28 years and has wide experience in minerals
      , coal, and geothermal exploration and development with 15 major and 19 junior
      companies. Major firms have included some of the leading names in mineral
      exploration, including Newmont Exploration, Ltd., Cominco American, Inc. and
      Teck Resources, Inc. Mr. Lorge has designed and conducted exploration and
      development programs using geological, geochemical, and geophysical techniques
      in China, United States, Canada, Mongolia, Peru, and Ghana. Mr. Lorge has
      conducted over fifty drilling programs of auger, conventional,
      reverse-circulation, and diamond-core drilling and has multiple successes in
      discovering, defining and expanding mineralization in North America, Asia and
      Africa. Mr. Lorge received a B.Sc. degree in Geological Engineering in 1979
      from
      the Missouri School of Mines at the University of Missouri, Rolla. His course
      of
      study emphasized geology, exploration techniques, and mineral development and
      included graduate level courses in geology. Mr. Lorge’s professional
      affiliations include: Society of Economic Geologist (Fellow) and membership
      in
      the Society of Mining, Metallurgy, the Geological Society of Nevada, the
      Northwest Mining Association, and the Nevada Petroleum Society.




27





**Dr.
      Earl W. Abbott** (age 66)
      In February of 2008, Dr. Abbott was appointed as a director of USA Uranium
      Corp.
      and its director of mining operations. In May 2007, Dr. Abbott was appointed
      as
      a director of Desert Gold Ventures Inc. From March 2004 to present, Dr. Abbott
      has been the President, Chief Executive Officer and Director of Tornado Gold
      International Corporation. Dr. Abbott resigned as the Chief Financial Officer
      of
      Tornado Gold in March 2006. Dr. Abbott is a senior geologist with 33 years
      of
      experience in mineral exploration for large and small companies in the western
      United States, Alaska, Mexico, China, Africa, and Costa Rica. From 2003 to
      December 1, 2006, Dr. Abbott was the president of Big Bar Gold Corp., a company
      reporting on a Canadian exchange, and he continues to serve as a director.
      From
      2005 to December 1, 2006, Dr. Abbott served as president of AAA Minerals, which
      later became AAA Energy, a company reporting on a U.S. exchange, and he
      continues to serve as a director. From 1999 to present, Dr. Abbott has served
      as
      the president of King Midas Resources Ltd., a private Canadian company he
      founded, which has acquired U.S. and Mexican gold properties. From 1982 to
      the
      present, Dr. Abbott has been self-employed as a geological consultant, in which
      he manages metallic and industrial mineral projects and exploration programs.
      From 1988 to 1997, Dr. Abbott was the Vice President and Director of Trio Gold
      Corp., where he managed gold exploration activities in the U.S., Ghana, and
      Costa Rica. From 1983 to 1984, he served as a regional geologist for U.S.
      Minerals Exploration Company, where he conducted a successful gold exploration
      program in Nevada and Utah. From 1978 to 1982, he was a district geologist
      for
      Energy Reserves Group, Inc., where he opened and managed the Reno District
      exploration office and managed more than twenty projects, which included
      geologic mapping, geochemical surveys, and more than 70,000 feet of rotary
      drilling, along with conducting uranium exploration in Nevada, Wyoming, South
      Dakota, and Montana. From 1975 to 1978, Dr. Abbott was a senior geologist with
      Urangesellschaft USA, Inc., where he conceived, managed, and conducted uranium
      exploration programs in remote terrains in Alaska. From 1971 to 1975, Dr. Abbott
      was a project geologist for Continental Oil Company, where he completed the
      oil
      and gas training program and supervised uranium exploration rotary drilling
      programs in Wyoming. Dr. Abbott is a member of the American Institute of
      Professional Geologists and a past president of its Nevada section. He is also
      a
      Certified Professional Geologist and a member of the Geological Society of
      Nevada (and its past president). In addition, Dr. Abbott is a member of the
      Society of Mining Engineers of American Institute of Mining, Metallurgical
      and
      Petroleum; the Denver Region Exploration Geologists Society (and its past
      president); and the Nevada Petroleum Society (and its past president). Dr.
      Abbott earned his Ph.D. in Geology in 1972 and his Master of Arts in Geology
      in
      1971 from Rice University, Houston, Texas. Dr. Abbott earned his Bachelor of
      Arts degree in Geology in 1965 from San Jose State College, San Jose,
      California. Except as otherwise stated, Dr. Abbott is not an officer or director
      of any other reportng company.




28




**Involvement
      in Certain Legal Proceedings**




We
      are
      not aware of any material legal proceedings that have occurred within the past
      five years concerning any director, director nominee, or control person which
      involved a criminal conviction, a pending criminal proceeding, a pending or
      concluded administrative or civil proceeding limiting one’s participation in the
      securities or banking industries, or a finding of securities or commodities
      law
      violations.




**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      requires executive officers and directors and persons who own more than ten
      percent of our common stock to file reports of ownership and changes in
      ownership with the SEC. Such executive officers, directors and greater than
      ten
      percent stockholders are also required by SEC rules to furnish us with copies
      of
      all Section 16(a) forms they file. Based on information supplied to the Company
      and filings made with the SEC, the Company believes that during the fiscal
      year
      ended December 31, 2007, all Section 16(a) filing requirements applicable to
      its
      Directors, officers, and greater than ten percent beneficial owners were
      complied with, except as follows:




Mr.
      Anthony Tam failed to timely file his Form 3, when he was appointed as a
      director and officer of the Company on September 27, 2007. In addition, Mr.
      Anthony Tam failed to timely file his Form 4 after being granted stock options
      on November 28, 2007. Mr. Tam has applied for EDGAR codes and expects to file
      his required forms in the near future.




Mr.
      Earl
      Abbott failed to timely file his Form 3 when he was appointed as a director
      of
      the Company on February 20, 2008. Mr. Abbott expects to file his required form
      in the near future.




**Audit
      Committee**




At
      the
      present time, the Company’s audit committee consists of all the members of our
      Board of Directors (Messrs. Dennis Tan, Anthony Tam, Lin Dong Hong, Martin
      Shen,
      Chris Metcalf, and Earl Abbott). Messrs. Hong, Shen, Metcalf and Abbott are
      independent members of this committee. We currently do not have nominating,
      compensation committees or committees performing similar functions. There has
      not been any defined policy or procedure requirements for shareholders to submit
      recommendations or nomination for directors. During fiscal 2007, there were
      no
      meetings held by the audit committee. The business of the audit committee was
      conducted by resolutions consented to in writing by all the members and filed
      with the minutes of the proceedings of the audit committee.




*Audit
      Committee Financial Expert*




Our
      board
      of directors has determined that it does not have a member of its audit
      committee that qualifies as an “audit committee financial expert” as defined in
      Item 407(e)(5) of Regulation S-B.




29




We
      believe that the members of our board of directors are collectively capable
      of
      analyzing and evaluating our financial statements and understanding internal
      controls and procedures for financial reporting. In addition, we believe that
      retaining an independent director who would qualify as an "audit committee
      financial expert" would be overly costly and burdensome and is not warranted
      in
      our circumstances given the early stages of our development and the fact that
      we
      have not generated any material revenues to date.




**Code
      of Ethics**




Effective
      March 9, 2007, our company's board of directors adopted a Code of Business
      Conduct and Ethics that applies to, among other persons, our company's president
      and secretary (being our principal executive officer, principal financial
      officer and principal accounting officer), as well as persons performing similar
      functions. As adopted, our Code of Business Conduct and Ethics sets forth
      written standards that are designed to deter wrongdoing and to
      promote:




1.  honest
      and ethical conduct, including the ethical handling of actual or apparent
      conflicts of interest between personal and professional
      relationships;




2.  full,
      fair, accurate, timely, and understandable disclosure in reports and documents
      that we file with, or submit to, the Securities and Exchange Commission and
      in
      other public communications made by us;




3.  compliance
      with applicable governmental laws, rules and regulations;




4.  the
      prompt internal reporting of violations of the Code of Business Conduct and
      Ethics to an appropriate person or persons identified in the Code of Business
      Conduct and Ethics; and




5.  accountability
      for adherence to the Code of Business Conduct and Ethics.




Our
      Code
      of Business Conduct and Ethics requires, among other things, that all of our
      company's senior officers commit to timely, accurate and consistent disclosure
      of information; that they maintain confidential information; and that they
      act
      with honesty and integrity.




In
      addition, our Code of Business Conduct and Ethics emphasizes that all employees,
      and particularly senior officers, have a responsibility for maintaining
      financial integrity within our company, consistent with generally accepted
      accounting principles, and federal and state securities laws. Any senior officer
      who becomes aware of any incidents involving financial or accounting
      manipulation or other irregularities, whether by witnessing the incident or
      being told of it, must report it to our company. Any failure to report such
      inappropriate or irregular conduct of others is to be treated as a severe
      disciplinary matter. It is against our company policy to retaliate against
      any
      individual who reports in good faith the violation or potential violation of
      our
      company's Code of Business Conduct and Ethics by another.




30


***Item
      10. Executive Compensation***




The
      following compensation was paid directly to the executive officers of the
      Company during the years ended December 31, 2007 and 2006:




**Summary
                Compensation Table****Annual
                Compensation**
            
            **Long-Term
                Compensation****Name
                and Principal**
              ******Position**
            
            **Fiscal**
              **Year**
              **End**
            
            **Salary**
              **($)**
            
            **Bonus**
              **($)**
            
            **All
                other**
              **and
                annual Compensation**
              **and
                LTIP****Payouts**
              **($)**
            
            **Securities
                under Options/**
              **SARS**
              **Granted**
              **(#)**
            
            **Restricted
                Shares or Restricted**
              **Share
                Units**
              **(#)****Sadru
                Mohamed****(1)**
              President,
                Treasurer and Director
            
            
            2007
              2006
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil**Neema
                Lakhani****(2)**
              Secretary,
                and Director
            
            
            2007
              2006
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil
            
            
            Nil
              Nil**Dennis
                Tan****(3)**
              President,
                CEO and Director
            
            
            2007
            
            
            50,000
            
            
            Nil
            
            
            Nil
            
            
            2,000,000
            
            
            Nil**Anthony
                Tam****(4)**
              Secretary,
                Treasurer and Director
            
            
            2007
            
            
            69,000(9)
            
            
            Nil
            
            
            Nil
            
            
            2,000,000
            
            
            Nil**Lin
                Dong Hong****(5)**
              Director
            
            
            2007
              2006
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            2,000,000
            
            
            Nil**Martin
                Shen****(6)**
              Director
            
            
            2007
              2006
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            250,000
            
            
            Nil**Chris
                Metcalf****(7)**
              Director
            
            
            2007
            
            
            Nil
            
            
            Nil
            
            
            Nil
            
            
            250,000
            
            
            Nil**David
                Lorge****(8)**
              Vice-President
                of Exploration
            
            
            2007
            
            
            44,400(10)
            
            
            Nil
            
            
            Nil
            
            
            250,000
            
            
            Nil


(1)
              Mr.
                  Mohamed was elected a director of the Company and appointed as
                  President
                  and Treasurer at the Company’s inception on November 18, 2005 until his
                  resignation from all those positions on June 11,
                  2007.
 (2)
              Ms.
                  Lakhani was elected a director of the Company and appointed as
                  Secretary
                  at the Company’s inception on November 18, 2005 until her resignation from
                  both positions on June 11, 2007.
 (3)
              Mr.
                  Tan was appointed as the President, CEO and a director of the Company
                  on
                  June 11, 2007.
 (4)
              Mr.
                  Tam was appointed as a director of the Company and appointed as
                  the
                  Secretary and Treasurer on September 27,
                  2007.
 (5)
              Mr.
                  Hong was appointed as a director of the Company on September 27,
                  2007.
 (6)
              Mr.
                  Shen was appointed as a director of the Company on November 28,
                  2007.
 (7)
              Mr.
                  Metcalf was appointed as a director of the Company on November
                  28,
                  2007.
 (8)
              Mr.
                  Lorge was appointed Vice President of Exploration of the Company
                  on
                  November 7, 2007.
 (9)
              Mr.
                  Tam provides his services to the Company as a consultant, and therefore,
                  this $69,000 was paid as a consulting fee and not as
                  salary.
 (10)
              Mr.
                  Lorge provides his services to the Company as a consultant, and
                  therefore,
                  this $44,400 was paid as a consulting fee and not as
                  salary.


31




The
      Company anticipates that compensation will be provided by the Company during
      the
      Company’s next financial year to certain executive officers of the Company and
      in conjunction with certain management and administrative services to be
      provided to the Company by such executive officers.




We
      do not
      maintain key-man life insurance for any of our executive officers or
      directors.




No
      long
      term incentive plan awards were made to any executive officer during the fiscal
      year ended December 31, 2007.




**Stock
      Options** **Grants**




On
      November 28, 2007, the Company granted stock options to purchase 7,300,000
      shares of common stock to Directors, Officers and consultants of the Company
      at
      a price of $1.60 per share for a term of five years with vesting provisions
      of
      5% of the options on the date of grant and 5% on the last of every month
      thereafter for a total vesting period of 20 months.


**Name
                  and Principal Position**
              
              **Number
                  of Securities Underlying Options/ SARS Granted**
              
              **%
                  of Total Options/ SARS Granted to Employees in Fiscal
                  Year**
              
              
              **Exercise
                  or Base Price ($/Sh)**
              
              **Expiration
                  Date**
              
              **Market
                  Price on Date of Grant**
                **($/Sh)**Dennis
                  Tan, President,
                CEO
                  and Director
              
              
              2,000,000
              
              
              27.4
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Anthony
                  Tam, Secretary,
                Treasurer
                  and Director
              
              
              2,000,000
              
              
              27.4
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Lin
                  Dong Hong,
                Director
              
              
              2,000,000
              
              
              27.4
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Chris
                  Metcalf,
                Director
              
              
              250,000
              
              
              3.42
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Martin
                  Shen,
                Director
              
              
              250,000
              
              
              3.42
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53David
                  Lorge,
                Vice-President
                  of Exploration
              
              
              250,000
              
              
              3.42
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Michael
                  Tan,
                Consultant
              
              
              250,000
              
              
              3.42
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Riu
                  Zhang,
                Consultant
              
              
              200,000
              
              
              2.74
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53Devlin
                  Jensen,
                Consultant
              
              
              100,000
              
              
              1.37
              %
              
              $
              1.60
              
              
              November
                  28, 2012
              
              $
              1.53




***Item
      11*****. Security Ownership Of Certain Beneficial Owners And
      Management And Related Stockholder Matters**




The
      following table sets forth information as of the date of this Annual Report,
      with respect to the Company’s directors, named executive officers, and each
      person who is known by the Company to own beneficially, more than five percent
      (5%) of the Company’s common stock, and with respect to shares owned
      beneficially by all of the Company’s directors and executive officers as a
      group. Common Stock not outstanding but deemed beneficially owned by virtue
      of
      the right of an individual to acquire shares within 60 days is treated as
      outstanding only when determining the amount and percentage of Common Stock
      owned by such individual. Except as noted, each person or entity has sole voting
      and sole investment power with respect to the shares shown.




As
      of the
      date of this Annual Report, there are 104,604,467 (post forward stock split)
      shares of common stock issued and outstanding.


32


**Name
                  and Address of Beneficial Owner**
              
              **Position**
              
              **Amount
                  and Nature of Beneficial Ownership ***
              
              **Percent
                  of**
                **Common
                  Stock****(1)**Lin
                  Dong Hong
                Bayangol
                  5 Khoroo 10 Rhoroolol, 48A-04
                Ulaanbaatar,
                  Mongolia
              
              
              Director
              
              
              15,700,000(2)
              
              
              14.91Mongolia
                  Metals Limited
                c/o
                  Unit C & B 8thFloor
                4
                  Hennessy Road
                Sincere
                  Insurance Bldg.
                Hong
                  Kong, Hong Kong
              
              
              Shareholder
              
              
              12,000,000(3)
              
              
              11.47Dennis
                  Tan
                201
                  Makiling Street
                Ayala
                  Alabang Village
                Muntinlupa
                  City, Philippines
              
              
              Director,
                  President and CEO
              
              
              16,700,000(4)
              
              
              15.85Anthony
                  Tam
                701
                  Albon Plaza
                2-6
                  Granville Road, Tstim Sha Tsui
                Kowloon,
                  Hong Kong
              
              
              Director,
                  Secretary and Treasurer
              
              
              1,700,000(5)
              
              
              1.61Chris
                  Metcalf
                1018
                  - 54 Rainey Street
                Austin,
                  TX
                78701
              
              
              Director
              
              
              87,500(6)
              
              
              (*
              )Martin
                  Shen
                1322
                  W. King Edward Avenue
                Vancouver,
                  BC
                V6H
                  1Z9
              
              
              Director
              
              
              87,500(6)
              
              
              (*
              )David
                  Lorge
                285
                  Sandia Drive
                Fernley,
                  NV 89408
              
              
              Vice
                  President of Exploration
              
              
              87,500(6)
              
              
              (*
              )Earl
                  Abbott
                8600
                  Technology Way, Suite 118, Reno, NV 89521
              
              
              Director
              
              
              Nil
              
              
              Nil
  Note:(*)
              indicates
                  less than 1%(1)
              Beneficial
                  ownership of common stock has been determined for this purpose
                  in
                  accordance with Rule 13d-3 under the Exchange Act, under which
                  a person is
                  deemed to be the beneficial owner of securities if such person
                  has or
                  shares voting power or investment power with respect to such securities,
                  has the right to acquire beneficial ownership within 60 days or
                  acquires
                  such securities with the purpose or effect of changing or influencing
                  the
                  control of the Company.(2)
              This
                  figure includes 15,000,000 shares directly owned by Mr. Lin Dong
                  Hong,
                  500,000 stock options which have already vested and 200,000 stock
                  options
                  which will vest within 60 days of the date of this Annual
                  Report.(3)
              This
                  figure includes 12,000,000 shares directly owned by Mongolia Metals
                  Limited.(4)
              This
                  figure includes 16,000,000 shares directly owned by Mr. Dennis
                  Tan,
                  500,000 stock options which have already vested and 200,000 stock
                  options
                  which will vest within 60 days of the date of this Annual
                  Report.(5)
              This
                  figure includes 1,000,000 shares directly owned by Mr. Anthony
                  Tam,
                  500,000 stock options which have already vested and 200,000 stock
                  options
                  which will vest within 60 days of the date of this Annual
                  Report.(6)
              This
                  figure includes 62,500 stock options which have already vested
                  and 25,000
                  stock options which will vest within 60 days of the date of this
                  Annual
                  Report.
 33
  **Securities
        Authorized for Issuance Under Equity Compensation Plans**
  On
        November 28, 2007, our Board of Directors unanimously approved and adopted
        a
        stock option and incentive plan (the “Stock Option Plan”). The purpose of the
        Stock Option Plan is to advance our interests and our shareholders’ interests by
        affording our key personnel an opportunity for investment in the Company
        and the
        incentive advantages inherent in stock ownership in the Company. Pursuant
        to the
        provisions of the Stock Option Plan, stock options, stock awards, cash awards
        or
        other incentives (the “Stock Options and Incentives”) will be granted only to
        our key personnel, generally defined as a person designated by the Board
        of
        Directors upon whose judgment, initiative and efforts we may rely including
        any
        director, officer, employee, consultant or advisor of the Company.
  The
        Stock
        Option Plan is to be administered by our Board of Directors, which shall
        determine (i) the persons to be granted Stock Options and Incentives; (ii)
        the
        Fair Market Value of our shares; (iii) the exercise price per share of options
        to be granted; (iv) the number of shares to be represented by each option
        or
        incentive award; (v) the time or times at which options and incentive awards
        shall be granted; (vi) the interpretation of the Stock Option Plan; (vii)
        whether to prescribe, amend and rescind rules and regulations relating to
        the
        Stock Option Plan; (viii) the term and provisions or each option and incentive
        award granted (which need not be identical) and, with the consent of the
        grantee
        thereof, modify or amend such option or incentive award; (ix) whether to
        accelerate or defer (with the consent of the grantee) of the exercise date
        of
        any option or incentive award; (x) the person to execute on our behalf any
        instrument required to effectuate the grant of an option or incentive award
        previously granted by the Board; (xi) whether to accept or reject the election
        made by a grantee pursuant to Section 7.5 of the Stock Option Plan; and (xii)
        all other determinations deemed necessary or advisable for the administration
        of
        the Stock Option Plan. The Stock Option Plan provides authorization to the
        Board
        of Directors to grant Stock Options and Incentives to a total number of shares
        of our common stock, not to exceed ten million (10,000,000) shares of our
        common
        stock as at the date of adoption by the Board of Directors of the Stock Option
        Plan.
  In
        the
        event an optionee who is a director, officer, employee (employee also
        encompasses consultants and advisors where such is appropriate or where such
        is
        intended by the Board or by a particular grant under the Stock Option Plan)
        (each an "Employee") of the Company has his employment terminated by us,
        except
        if such termination is voluntary or occurs due to retirement with the consent
        of
        the Board or due to death or disability, then the option, to the extent not
        exercised, shall terminate on the date on which the Employee's employment
        by the
        Company is terminated. If an Employee's termination is voluntary or occurs
        due
        to retirement with the consent of the Board, then the Employee may after
        the
        date such Employee ceases to be an employee of the Company, exercise his
        option
        at any time within three (3) months after the date he ceases to be an Employee
        of the Company, but only to the extent that he was entitled to exercise it
        on
        the date of such termination. To the extent that the Employee was not entitled
        to exercise the Option at the date of such termination, or if he does not
        exercise such option (which he was entitled to exercise) within the time
        specified herein, the option shall terminate. In no event may the period
        of
        exercise in the case of incentive options extend more than three (3) months
        beyond termination of employment.
  34
  In
        the
        event an Employee is unable to continue his employment with us as a result
        of
        his permanent and total disability (as defined in Section 22(e)(3) of the
        Internal Revenue Code), he may exercise his option at any time within six
        (6)
        months from the date of termination, but only to the extent he was entitled
        to
        exercise it at the date of such termination. To the extent that he was not
        entitled to exercise the option at the date of termination, or if he does
        not
        exercise such option (which he was entitled to exercise) within the time
        specified herein, the option shall terminate. In no event may the period
        of
        exercise in the case of an incentive option extend more than six (6) months
        beyond the date the Employee is unable to continue employment due to such
        disability.
  In
        the
        event an optionee dies during the term of the option and is at the time of
        his
        death an Employee who shall have been in continuous status as an Employee
        since
        the date of grant of the option, the option may be exercised at any time
        within
        six (6) months following the date of death by the optionee's estate or by
        a
        person who acquired the right to exercise the option by bequest or inheritance,
        but only to the extent that an optionee was entitled to exercise the option
        on
        the date of death, or if the optionee's estate, or person who acquired the
        right
        to exercise the option by bequest or inheritance, does not exercise such
        option
        (which he was entitled to exercise) within the time specified herein, the
        option
        shall terminate. In no event may the period of exercise in the case of an
        incentive option extend more than six (6) months beyond the date of the
        Employee's death.
  Except
        to
        the extent otherwise expressly provided in an award, the right to acquire
        shares
        or other assets under the Stock Option Plan may not be assigned, encumbered
        or
        otherwise transferred by an optionee and any attempt by an optionee to do
        so
        will be null and void. However Stock Options and Incentives granted under
        this
        Stock Option Plan may be transferred by an optionee by will or the laws of
        descent and distribution or pursuant to a qualified domestic relations order
        as
        defined by the Internal Revenue Code or Title I of the Employee Retirement
        Income Security Act, as amended, or the rules thereunder. Unless assigned
        in
        accordance with the terms of an award, options and other awards granted under
        this Stock Option Plan may not be exercised during an optionee's lifetime
        except
        by the optionee or, in the event of the optionee's legal incapacity, by his
        guardian or legal representative acting in a fiduciary capacity on behalf
        of the
        optionee under state law and court supervision.
  35
  ***Item
        12. Certain Relationships And Related Transactions***
  During
        the fiscal year ending December 31, 2007, there were no transactions or proposed
        transactions in which the amount involved exceeds the lesser of $120,000
        or one
        percent of the average our total assets at year-end for the last three completed
        fiscal years in which any of our directors, executive officers or beneficial
        holders of more than 5% of the outstanding shares of our common stock, or
        any of
        their respective relatives, spouses, associates or affiliates, has had or
        will
        have any direct or material indirect interest.
  During
        the six month period ended June 30, 2007, the Company recognized a total
        of
        $3,000 (2006 - $3,000) for donated services at $500 per month and $1,500
        (2006 -
        $1,500) for donated rent at $250 per month provided by the former President
        of
        the Company.
  Effective
        August 1, 2007, the Company entered into a three-year consulting services
        agreement with Mr. Dennis Tan whereby Mr. Tan is to serve as the President
        and
        CEO of the Company. The agreement shall automatically renew for subsequent
        two-year periods unless notice not to renew is given by either party at least
        90
        calendar days prior to the end of the term. Terms of the agreement call for
        payments of a base fee of US$10,000 per month as compensation for services
        as
        President and CEO. This base fee shall be renegotiated annually.
  Effective
        August 1, 2007, the Company entered into a five-year consulting services
        agreement with Mr. Michael Tan whereby Mr. Tan is to provide services in
        the
        area of corporate finance and development strategy designed to assist the
        Company in its business development. The agreement shall not automatically
        renew
        at the end of the term. Terms of the agreement call for payments of a fee
        of
        US$8,000 per month as compensation for services. As at December 31, 2007,
        Mr.
        Michael Tan had received $40,000 in consulting fees.
  As
        at
        December 31, 2007, the Company is indebted to a company controlled by a relative
        of the former President of the Company for $36,723 (December 31, 2006 -
        $36,705), which is non-interest bearing, unsecured and due on
        demand.
 As
        at
        December 31, 2007, the Company received $50,000 from a related company for
        advance of exploration fee.
  36
  ***Item
        13. Exhibits***
  **Exhibit
                  No.**
              **Description
                  of Exhibit**3.1*
              Articles
                  of Incorporation (incorporated by reference from our Registration
                  Statement on Form SB-2, filed on February 23, 2006).3.2*
              Bylaws
                  (incorporated by reference from our Registration Statement on Form
                  SB-2,
                  filed on February 23, 2006)3.3(1)
              Certificate
                  of Change filed with the Secretary of State of Nevada filed and
                  effective
                  on March 15, 2007. (incorporated by reference from our Current
                  Report on
                  Form 8-K filed on March 15, 2007)3.4(2)
              Articles
                  of Merger filed with the Secretary of State of Nevada on June 19,
                  2007 and
                  which is effective July 2, 2007.3.5(2)
              Certificate
                  of Change filed with the Secretary of State of Nevada on June 19,
                  2007 and
                  which is effective July 2, 200710.1(3)
              Share
                  Purchase Agreement between Uranium 308 Corp., Mongolia Energy Limited
                  and
                  all the shareholders of Mongolia Energy Limited, dated September
                  21,
                  2007.10.2(3)
              Share
                  Purchase Agreement between Mongolia Energy Limited, Tooroibandi
                  Limited
                  and Mr. Lin Dong Hong, dated August 23, 200710.3(4)
              Asset
                  Purchase Agreement between Uranium 308 Corp., Success Start Energy
                  Investment Co. and Tooroibandi Limited, dated January 15,
                  2008.10.4(5)
              Share
                  Purchase Agreement between Uranium 308 Corp., Mongolia Energy Limited,
                  Tooroibandi Limited, Mongolia Metals Limited and Hong Kong Mongolia
                  Metals
                  Limited, dated January 28, 200814.1(6)
              Code
                  of Ethics31.1
              Certificate
                  pursuant to Rule 13a-14(a)31.2
              Certificate
                  pursuant to Rule 13a-14(a)32.1
              Certificate
                  pursuant to 18 U.S.C. Section 135032.2
              Certificate
                  pursuant to 18 U.S.C. Section 1350
 (*)
                Previously
                    filed as an exhibit to our Registration Statement on Form SB-2
                    filed on
                    February 23, 2006 and incorporated herein by
                    reference.
 (1)
                Previously
                    filed as an exhibit to our Form 8-K filed on March 15, 2007 and
                    incorporated herein by reference
 (2)
                Previously
                    filed as an exhibit to our Form 8-K filed on July 5, 2007 and
                    incorporated
                    herein by reference.
 (3)
                Previously
                    filed as an exhibit to our Form 8-K filed on October 1, 2007
                    and
                    incorporated herein by reference.
 (4)
                Previously
                    filed as an exhibit to our Form 8-K filed on January 22, 2008
                    and
                    incorporated herein by reference.
 (5)
                Previously
                    filed as an exhibit to our Form 8-K filed on February 6, 2008
                    and
                    incorporated herein by reference.
 (6)
                Previously
                    filed as an exhibit to our Form 10-KSB filed on April 12, 2007
                    and
                    incorporated herein by
                    reference.
 37
 ***Item
          14. Principal Accountant Fees And Services***
  **Audit
          Fees**
  The
          aggregate fees billed for the last two fiscal years for professional services
          rendered by the principal accountant for the audit of the Company’s annual
          financial statements and review of financial statements included in the
          Company’s Form 10-QSBs or services that are normally provided by the accountant
          in connection with statutory and regulatory engagements for those fiscal
          years
          was:
  2007
          -
          $12,000 - Davis Accounting Group, P.C.
 2006
          -
          $10,000 - Manning Elliott, Chartered Accountants
  **Audit
          - Related Fees**
  The
          aggregate fees billed in each of the last two fiscal years for assurance
          and
          related services by the principal accountants that are reasonably related
          to the
          performance of the audit or review of the Company’s financial statements and are
          not reported in the preceding paragraph:
  2007
          -
          Nil - Davis Accounting Group, P.C.
 2006
          -
          Nil - Manning Elliott, Chartered Accountants
  **Tax
          Fees**
  The
          aggregate fees billed in each of the last two fiscal years for professional
          services rendered by the principal accountant for tax compliance, tax advice,
          and tax planning was:
  2007
          -
          Nil - Davis Accounting Group, P.C.
 2006
          -
          Nil - Manning Elliott, Chartered Accountants
  **All
          Other Fees**
  The
          aggregate fees billed in each of the last two fiscal years for the products
          and
          services provided by the principal accountant, other than the services
          reported
          in paragraphs (1), (2), and (3) was:
  2007
          -
          Nil - Davis Accounting Group, P.C.
 2006
          -
          Nil - Manning Elliott, Chartered Accountants
  38
  **SIGNATURES**
  Pursuant
          to the requirements of Section 13 or 15(d) 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 on this 14 th day of
          April, 2008.
  **URANIUM
                      308 CORP.**
                    (Registrant)By:
                      /s/ Dennis TanDennis
                      TanPresident
                      and Chief Executive Officer
  Pursuant
          to the requirements of the Securities Exchange Act of 1934, this report
          has been
          signed below by the following persons on behalf of the registrant and in
          the
          capacities and on the dates indicated:
 
 **Signature**
                
                **Title**
                
                **Date**/s/
                    Dennis Tan
                
                President,
                    CEO and Director
                
                April
                    14, 2008Dennis
                    Tan/s/
                    Anthony Tam
                
                Secretary,
                    Treasurer and Director
                
                April
                    14, 2008Anthony
                    Tam/s/
                    Lin Dong Hong
                
                Director
                
                April
                    14, 2008Lin
                    Dong Hong/s/
                    Chris Metcalf
                
                Director
                
                April
                    14, 2008Chris
                    Metcalf/s/
                    Martin Shen
                
                Director
                
                April
                    14, 2008Martin
                    Shen/s/
                    Earl Abbott
                
                Director
                
                April
                    14, 2008Earl
                    Abbott
  39
  **Exhibit
          Index**
  **Exhibit
                    #**
                
                **Page#**31.1
                Certificate
                    pursuant to Rule 13a-14(a)
                4231.2
                Certificate
                    pursuant to Rule 13a-14(a)
                4432.1
                Certificate
                    pursuant to 18 U.S.C. Section 1350
                4632.2
                Certificate
                    pursuant to 18 U.S.C. Section 1350
                47
 
 40