UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM
10-K
 
 x
                ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
fiscal year ended December 31,
2008.
 or
 
  ̈
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the
transition period from toto
 
 Commission
File Number:           
000-52476
 
 URANIUM 308
CORP.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
                        
                        33-1173228(State
      or other jurisdiction of incorporation or organization)
                        
                        (I.R.S.
      Employer Identification
No.)
 
 2820 W. Charleston Blvd., Suite
      22
                            Las Vegas, Nevada
                          
                          89102
                            (Zip
      Code)(Address
      of principal executive offices)
  1-866-892-5232
 (Registrant’s
telephone number, including area code)
 
 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 (the “Common Stock”).
 
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
  ̈
Yes x
No
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
  ̈
Yes x
No
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 x
Yes  ̈
No
  
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.    ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      accelerated filer
                 ̈
                
                Accelerated
      filer
                 ̈Non-accelerated
      filer
                 ̈
                (Do
      not check if a smaller reporting company)
                Smaller
      reporting company
                x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
  ̈
Yes x
No
 
 State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  61,784,467 shares X $1.00 per share =
$61,784,467.
 
 APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
 PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
 
 Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.
  ̈
Yes  ̈
No
 
 (APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
 
 Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  105,894,467 shares of
common stock as of April 8, 2009.
  ii
  Table
of Contents
 
 USE
      OF NAMES
                  ivCAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
                  ivPart
      I
                  1Item
      1. Business
                  1Item
      1A. Risk Factors
                  4Item
      2. Properties
                  13Item
      3. Legal Proceedings
                  19Item
      4. Submission of Matters to a Vote of Security Holders
                  24Part
      II
                  24Item
      5. Market For Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  24Item
      6. Selected Financial Data
                  27Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                  27Item
      8. Financial Statements and Supplementary Data
                  30Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                  31Item
      9A. Controls and Procedures
                  31Item
      9B. Other Information
                  32Part
      III
                  32Item
      10. Directors, Executive Officers, and Corporate
Governance
                  32Item
      11. Executive Compensation
                  37Item
      12. Security Ownership Of Certain Beneficial Owners And Management And
      Related Stockholder Matters
                  40Item
      13. Certain Relationships And Related Transactions, and Director
      independence
                  42Item
      14. Principal Accountant Fees And Services
                  43Part
      IV
                  43Item
      15. Exhibits, Financial Statements
                  43SIGNATURES
                  44Exhibit
      Index
                  45
  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-K 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.
   iv
  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.
 
 v
  PART
I
 
 ITEM
1. BUSINESS
 
 Year
of Organization and Former Business
 
 Our
Company, Uranium 308 Corp., was incorporated in the State of Nevada on November
18, 2005, under the name Montagu Resources Corp.  Our common shares
were quoted for trading on the Over-the-Counter Bulletin Board (“OTCBB”) on
December 20, 2006, under the symbol “MTGU” and on March 15, 2007, our symbol
changed to “MNGU.”
 
 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.  Coinciding with its merger and subsequent name
change, the Company determined to change its business direction from that of
being in the business of gold exploration to being one of uranium
exploration.  See “Corporate Development and Current
Business” below.
 
 Corporate
Development and Current Business
 
 On July
2, 2007, we completed a merger with our wholly owned subsidiary, Uranium 308
Corp.  As a result, we changed our name from “Montagu Resources Corp.”
to “Uranium 308 Corp.” and our trading symbol on the OTCBB was changed to
“URCO.”
 
 In
addition, effective July 2, 2007, we effected a one and one-half of one (1.5)
for one (1) forward stock split of our authorized, issued, and outstanding
common stock.  As a result, our authorized capital has increased from
2,500,000,000 shares of common stock with a par value of $0.00001 and
100,000,000 shares of preferred stock with a par value of $0.00001 to
3,750,000,000 shares of common stock with a par value of $0.00001 and
100,000,000 shares of preferred stock with a par value of
$0.00001.  Our issued and outstanding share capital has increased from
150,275,000 shares of common stock to 225,412,500 shares of common
stock.  However, effective July 27, 2007, Mr. Dennis Tan, our
President, CEO, and a Director, and Mr. Ka Yu, our then Secretary, Treasurer,
and a Director, who held in aggregate 187,500,000 post forward stock split
shares of common stock of the Company, have voluntarily agreed to surrendered
for cancellation in aggregate 166,500,000 shares of common stock in order to
encourage equity investment into 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 these
166,500,000 shares reduced the issued and outstanding shares from 225,412,500 to
58,912,500 as of July 27, 2007.
 
 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:
  1
  (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 through November 14, 2009, and 11317X effective through
February 19, 2009, which has been renewed to Feb. 19, 2012, and which are owned
by Tooroibandi.  The two licenses comprise the 196.38 sq. kilometers
Janchivlan Property, which is located approximately 70 kilometers 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.
kilometers) (known as the Tsagaan Chuluut property) and license number 13060X
covering 3116 hectares (31.15 sq. kilometers) (known as the Khar Balgast
property), which licenses are located 385 kilometers east from the city of
Ulaanbaatar, Mongolia and 75 kilometers 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.  The Company has not complied with all of the obligations
under the Asset Purchase Agreement due to financial circumstances and is
considering cancelling this agreement.
 
 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
(the “Tin Exploration Licenses”), which licenses are located approximately 70
kilometers southeast of Ulaanbaatar, the capital of Mongolia, in exchange for
Tooroibandi receiving a 1% ownership interest in HKMML.
 
 Subsequent
to September 30, 2008, the Board of Directors of the Company learned that the
Tin Exploration Licenses received by HKMML through the share purchase agreement
transaction between the Company, MEL, Tooroibandi, MML, and HKMML, were not
contiguous or somewhat overlapping with the exploration licenses (license
numbers 11317X, 12207X) held by Tooroibandi, which was represented to the
Company and MEL and was a major reason and inducement for the Company and MEL to
enter into such share purchase agreement.  In fact, the Tin
Exploration Licenses were determined to be located completely within the
boundaries of the two exploration licenses held by Tooroibandi.  The
Board of Directors is currently evaluating the position of the Company under the
terms of the share purchase agreement between the Company, MEL, Tooroibandi, MML
and HKMML, and may elect to rescind the transaction, cancel the 12,000,000
shares of Common Stock issued to MML, and make application to the have the Tin
Exploration Licenses reassigned to Tooroibandi instead of HKMML.  As
of the date of this Annual Report, the matter is still pending before the Board
of Directors of the Company.
  2
 
 We are an
exploration stage corporation.  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 in Mongolia and other regions,
which may result in the acquisition of other entities that own certain mineral
rights or licenses.
 
 There is
no assurance that commercially viable mineral deposits exists on our properties
and further exploration will be required before a final evaluation as to the
economic feasibility is determined.
 
 Principal
Products
 
 At this
time we do not have any product for sale as we are in the beginning stages of
our exploration and development of the uranium mineral property to which we have
indirectly acquired the exploration licenses.
 
 Competition
 
 While we
compete with other exploration companies in the effort to locate and acquire
mineral resource properties, we may not be able to compete with them for the
removal or sales of mineral products from any potential mineral property or
license to which we have rights or may be able to acquire 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.
 
 Licenses
 
 Our development
and exploration activities in Mongolia require permits from various government
authorities, and are subject to federal, state and local laws and regulations
governing prospecting, development, production, exports, taxes, labour
standards, occupational health and safety, mine safety and other matters. Such
laws and regulations are subject to change, can become more stringent and
compliance can therefore become more costly.
 
 We
believe that we hold or have the rights to all necessary licences and permits
under applicable laws and regulations and believe we are presently complying in
all material respects with the terms of such licences and permits. However, such
licences and permits are subject to change in various circumstances. There can
be no guarantee that we will be able to maintain or obtain all necessary
licences and permits that may be required to explore and develop our current
property, commence construction or continue operation of mining
facilities.
 
 We
believe that title to our current property is in good standing, however, this
should not be construed as a guarantee of title to such property.
 
 Environmental
Laws
 
 Environmental
legislation will affect nearly all aspects of our operations. Compliance with
environmental legislation can require significant expenditures and failure to
comply with environmental legislation may result in the imposition of fines and
penalties, clean up costs arising out of contaminated properties, damages and
the loss of important permits.
  3
 
 Environmental
laws and regulations are evolving in all jurisdictions.  We are not
able to determine the specific impact that future changes in environmental laws
and regulations may have on our operations and activities, and its resulting
financial position; however, we anticipate that capital expenditures and
operating expenses may increase in the future as a result of the implementation
of new and increasingly stringent environmental regulation. Further changes in
environmental laws, new information on existing environmental conditions or
other events, including legal proceedings based upon such conditions or an
inability to obtain necessary permits, could require increased financial
reserves or compliance expenditures or otherwise have a material adverse effect
on us.
 
 Employees
 
 At
present, we have no full-time employees.  Mr. Dennis Tan, our
President and CEO, will devote about 90% of his time or 36 hours per week to our
operations and Mr. Anthony Tam, our current Secretary and Treasurer, will devote
about 90% of his time or 36 hours per week to our
operations.  Effective August 1, 2007, we entered into a management
agreement with Mr. Dennis Tan to provide the general services of acting as our
President and CEO as well as other specific services for a period of three years
in exchange for a base fee of $10,000 per month among other terms and provisions
as more fully detailed in the management agreement, which is incorporated herein
by reference to Exhibit 10.1 filed on our Form 10-QSB on EDGAR on August 20,
2007.  We do not have any employment agreement with Mr. Anthony
Tam.  We presently do not have pension, health, annuity, insurance,
stock options, profit sharing, or similar benefit plans; however, we may adopt
plans in the future.  There are presently no personal benefits
available to our officers and directors.  Mr. Dennis Tan will handle
our administrative duties.  Because our officers and directors are
inexperienced with exploration, they will hire qualified persons to perform the
surveying, exploration, and excavating of our properties.
 
 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
1A. 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.
  4
  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.
 
 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, labor 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.
  5
  Establishing
the existence of a mineral resource on any of the properties under license in
commercially exploitable quantities and 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.  It is not always possible to obtain insurance against
all such risks and the Company may decide not to insure against certain risks as
a result of high premiums or other reasons.  The incurrence of an
event that is not fully covered, or covered at all, by insurance, could have a
material adverse effect on the Company’s financial conditions, results of
operations and cash flows and could lead to a decline in the value of the
securities of the Company. 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.
 
 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.
  6
 
 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.
 
 There
can be no assurance that the interests held by the Company in its exploration
properties are free from defects.
 
 The
Company has investigated its rights to explore and exploit its various
properties and, to the best of its knowledge, those rights are in good standing
but no assurance can be given that such rights will not be revoked, or
significantly altered, to the detriment of the Company.  There can
also be no assurance that the Company’s rights will not be challenged or
impugned by third parties.
 
 Licenses
and permits are subject to renewal and various uncertainties.
 
 The
Company’s mineral exploration licenses are subject to periodic
renewal.  While the Company anticipates that renewals will be given as
and when sought, there is no assurance that such renewals will be given as a
matter of course and there is no assurance that new conditions will not be
imposed in connection therewith.
 
 The
Company’s business objectives may also be impeded by the costs of holding its
mineral exploration licenses.  License fees in Mongolia for mineral
exploration licenses increase substantially upon renewal.  The Company
will need to continually assess the mineral potential of each mineral
exploration license, particularly when it must be renewed, to determine if the
costs of maintaining the mineral exploration license are justified by the
exploration results to date.  The Company will require mining licenses
in order to conduct mining operations and there can be no assurance that such
licenses will be obtained on terms favorable to the Company or at
all.
 
 An
increase in industry demand may create a shortage of mining
equipment.
 
 Any
increase in growth of global mining and mineral exploration activities may
create a demand for mining equipment and related services that may outpace
supply.  As a result, future operations could be adversely affected if
the Company encounters difficulties obtaining access to equipment and services
on a timely basis.  In the event that the Company is unable to secure
required mining equipment and services on a timely basis, exploration and
development activities, production, productivity and costs could be negatively
affected.
 
 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.
  7
 
 During
our exploration stage, we expect to incur increased operating expenses without
the realization 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.
 
 Our
business is difficult to evaluate because we have a limited operating
history.
 
 In
considering whether to invest in our common stock, you should consider that our
inception was November 18, 2005, and, as a result, there is only limited
historical financial and operating information available on which to base your
evaluation of our performance.
 
 As
part of our growth strategy, we intend to acquire additional mineral exploration
properties.
 
 Such
acquisitions may pose substantial risks to our business, financial condition,
and results of operations.  In pursuing acquisitions, we will compete
with other companies, many of which have greater financial and other resources
to acquire attractive properties.  Even if we are successful in
acquiring additional properties, some of the properties may not produce positive
results of exploration, or we may not complete exploration of such prospects
within specified time periods may cause the forfeiture of the lease in that
prospect.  There can be no assurance that we will be able to
successfully integrate acquired properties, which could result in substantial
costs and delays or other operational, technical, or financial
problems.  Further, acquisitions could disrupt ongoing business
operations.  If any of these events occur, it would have a material
adverse effect upon our operations and results from operations.
 
 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, 2008, was $11,706,792.  We had cash reserves of $28,997
as of December 31, 2008.  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
registered independent auditors’ report on our audited financial statements,
dated December 31, 2008.  If we are unable to continue as a going
concern, investors will likely lose their investment in the
Company.
 
 There
can be no assurance that the Company will be capable of raising the additional
funding that it needs to carry out its development and exploration
objectives.
 
 The
further development and exploration of the Company’s mineral properties depends
upon its ability to obtain financing through capital markets, or other
means.  There is no assurance that the Company will be successful in
obtaining financing as and when needed.  Unfavorable market conditions
may make it difficult or impossible for the Company to obtain debt financing or
equity financing on acceptable terms or at all.  The Company operates
in a region of the world that has a tendency to be politically and economically
unstable, which may make it more difficult for the Company to obtain debt
financing from project lenders.  Failure to obtain additional
financing on a timely basis may cause the Company to postpone its development
plans, forfeit rights in some or all of its properties or joint ventures or
reduce or terminate some or all of its operations.
  8
 
 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 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, CEO and a director, Earl Abbott, director, David
Lorge, Vice-President of Exploration, and Anthony Tam, Secretary, Treasurer and
a 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.
 
 Certain
directors of the Company are directors or officers of, or have significant
shareholdings, in other mineral resource companies and there is the potential
that such directors will encounter conflicts of interest with the
Company.
 
 Certain
of the directors of the Company are directors or officers of, or have
significant shareholdings in, other mineral resource companies and, to the
extent that such other companies may participate in ventures in which the
Company may participate, the directors of the Company may have a conflict of
interest in negotiating and concluding terms respecting the extent of such
participation.
 
 In all
cases where directors and officers have an interest in another resource company,
such other companies may also compete with the Company for the acquisition of
mineral property rights.  In the event that any such conflict of
interest arises, a director who has such a conflict will disclose the conflict
to a meeting of the directors of the Company and will abstain from voting for or
against the approval of such a participation or such terms.  In
appropriate cases, the Company will establish a special committee of independent
directors to review a matter in which several directors, or management, may have
a conflict.
 
 We
are controlled by a small number of shareholders and their affiliated entities
and their interests may not be aligned with the interests of our other
shareholders.
 
 Our
directors and executive officers and affiliates of the Company collectively
control approximately 41.6% of our outstanding common shares as of December 31,
2008.  These stockholders, if they act together, will be able to
influence our management and affairs and all matters requiring stockholder
approval, including the election of directors and approval of significant
corporate transactions.  The concentration of ownership of these
shareholders may discourage, delay or prevent a change in control of our
company, which could deprive our shareholders of an opportunity to receive a
premium for their shares as part of a sale of our company and might reduce the
price of our common shares.  These actions may be taken even if they
are opposed by our other shareholders.  In cases where the interests
of our significant shareholders are aligned and they vote together, these
shareholders may also have the power to prevent or cause a change in
control.  In addition, these shareholders could divert business
opportunities from us to themselves or others.
  9
  The
Company does not have experience in placing properties into
production.
 
 The
Company has no experience in placing mineral properties into production, and its
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise.  There can be no assurance
that the Company will have available to it the necessary expertise to take a
mineral deposit into production.
 
 Foreign
currency fluctuations could affect expenses and any future
earnings.
 
 The
Company carries out exploration activities in Mongolia that render it subject to
foreign currency fluctuations.  While the Company minimizes the risks
associated with foreign currency fluctuations by holding essentially all of its
cash and short-term investments in U.S. dollars rather than the local currency,
to the extent that its operations in Mongolia are carried out using the local
currency, any appreciation of such local currency relative to the U.S. dollar
could have an adverse impact on the Company’s financial position.
 
 The
Company may be unable to enforce its legal rights in certain
circumstances.
 
 In the
event of a dispute arising at or in respect of, the Company’s foreign
operations, the Company may be subject to the exclusive jurisdiction of foreign
courts or may not be successful in subjecting foreign persons to the
jurisdiction of courts in the United States or other
jurisdictions.  The Company may also be hindered or prevented from
enforcing its rights with respect to a governmental entity or instrumentality
because of the doctrine of sovereign immunity.
 
 A
majority of our directors and officers are outside the United States, with the
result that it may be difficult for investors to enforce within the United
States any judgments obtained against us or any of our directors or
officers.
 
 A
majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States.  As a result,
it may be difficult for investors to effect service of process on our directors
or officers, or enforce within the United States any judgments obtained against
us or our officers or directors, including judgments predicated upon the civil
liability provisions of the securities laws of the United States or any state
thereof.  Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them.
 
 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.  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 New York Stock Exchange.  Accordingly, our shareholders may
have difficulty reselling some or all of their shares.
  10
 
 Our
stock is a penny stock.  Trading of our shares may be restricted by
the SEC’s penny stock regulations and FINRA’s sales practice requirements, which
may limit a shareholder’s ability to buy and sell our 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.
 
 Additional
issuances of equity securities may result in dilution to our existing
stockholders.  Our Articles of Incorporation authorize the issuance of
3,750,000,000 shares of Common Stock.
 
 The Board
of Directors has the authority to issue additional shares of our capital stock
to provide additional financing in the future and the issuance of any such
shares may result in a reduction of the book value or market price of the
outstanding shares of our common stock.  If we do issue any such
additional shares, such issuance also will cause a reduction in the
proportionate ownership and voting power of all other
stockholders.  As a result of such dilution, if you acquire shares of
our Common Stock, your proportionate ownership interest and voting power could
be decreased.  Further, any such issuances could result in a change of
control.
 
 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.
 
 11
  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.
 
 Lack
of infrastructure in proximity to our mineral properties could adversely affect
mining feasibility.
 
 The
properties we hold mineral interests in are located in extremely remote areas
which currently lack basic infrastructure, including sources of electric power,
water, housing, food and transport, necessary to develop and operate a major
mining project.  While the Company has established the limited
infrastructure necessary to conduct its current exploration and development
activities, substantially greater sources of power, water, physical plant and
transport infrastructure in these areas will need to be established before the
Company can conduct mining operations.  Lack of availability of the
means and inputs necessary to establish such infrastructure may adversely affect
mining feasibility.  Establishing such infrastructure will, in any
event, require significant financing, identification of adequate sources of raw
materials and supplies and necessary approvals from national and regional
governments, none of which can be assured.
 
 12
  The
Company’s business may be subject to legal risk.
  The legal
framework in Mongolia is, in many instances, based on recent political reforms
or newly enacted legislation, which may not be consistent with long-standing
local conventions and customs.  As a result, there may be ambiguities,
inconsistencies and anomalies in the agreements, licenses and title documents
upon which the Company holds its interests in Mongolia, or the underlying
legislation upon which those interests are based, which are atypical of more
developed legal systems and which may affect the interpretation and enforcement
of the Company’s rights and obligations.  Local institutions and
bureaucracies responsible for administrating laws may lack a proper
understanding of the laws or the experience necessary to apply them in a modern
business context.  Many laws have been enacted, but in many instances
they are neither understood nor enforced and may be applied in an inconsistent,
arbitrary and unfair manner, while legal remedies may be uncertain, delayed or
unavailable.  For decades Mongolians have looked to politicians and
bureaucrats as the sources of the “law”.  This has changed in theory,
but often not in practice.  With respect to most day-to-day activities
in Mongolia government civil servants interpret, and often effectively make, the
law.  This situation is gradually changing but at a relatively slow
pace.  Accordingly, while the Company believes that it has taken the
legal steps necessary to obtain and hold its property and other interest in
Mongolia, there can be no guarantee that such steps will be sufficient to
preserve those interests.
 
 Recent
and future amendments to Mongolian laws could adversely affect our mining rights
in Mongolia or make it more difficult or expensive to develop our project and
carry out mining.
 
 In 2006,
Mongolia implemented revisions to its minerals laws.  These revisions
continue to preserve the substance of the original minerals laws, which was
drafted with the assistance of Western legal experts and is widely regarded as
progressive, internally consistent and effective legislation, but the revisions
have also increased the potential for political interference and weakened the
rights of mineral holders in Mongolia.  A number of the provisions
will require further clarification from the Government of Mongolia about the
manner in which the Government intends to interpret and apply the relevant law,
which could have a significant effect on the Company’s Mongolian
properties.  In addition, representatives of the newly installed
government in Mongolia have recently stated that they are contemplating further
amendments to the Mining Law.
 
 The
Mongolian Government has, in the past, expressed its strong desire to foster,
and has to date protected the development of, an enabling environment for
foreign investment.  However, there are political constituencies
within Mongolia that have espoused ideas that would not be regarded by the
international mining industry as conducive to foreign investment if they were to
become law or official government policy.  The Company has no reason
to believe that the Government of Mongolia intends to sponsor or that the
Mongolian Parliament intends to enact amendments to its minerals law or other
legislation that would be materially adverse to the interests of international
investors in Mongolia’s mining sector, including those of the
Company.  As a burgeoning democracy, Mongolia has recently
demonstrated a degree of political volatility.  Accordingly, until
these issues are addressed and clarified, there can be no assurance that the
present government or a future government will refrain from enacting legislation
or adopting government policies that are adverse to the Company’s interests or
that impair the Company’ ability to develop and operate its properties on the
basis presently contemplated.
 
 ITEM
2. PROPERTIES
 
 The
Company’s current principal office is located at 2820 W. Charleston Blvd., Suite
22, Las Vegas, Nevada, 89102.
 
 At the
present time, we do not have any real estate holdings and there are no plans to
acquire any real property interests.
 
 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 has been renewed to Feb. 19,
2012, and 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. kilometers
Janchivlan Property, which is located approximately 70 kilometers southeast of
Ulaanbaatar, the capital of Mongolia.
  13
 
 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 kilometers
east from the city of Ulaanbaatar, Mongolia and 75 kilometers northwest from
Undurkhaan, a town on the border of Umnudelger, Kherien and Binder Sum of
Khentii Province of Mongolia.  However, the Company has not complied
with all obligations under the asset purchase agreement due to financial
circumstances and is considering cancelling this agreement.
 
 Janchivlan
Property
 
 Project
Highlights
 ·
                Located
      70 kilometers southeast of the capital, Ulaanbaatar; easily
      accessible.
 
 ·
                4
      confirmed ore-grade mineralization zones with total thickness of 21.1
      metres and 27 anomalous mineralized zones with total thickness of 161.45
      meters.
 
 ·
                Area
      of influence at present is only 0.65 sq. kilometers in a 4.2 sq.
      kilometers zone of known mineralization, a fraction of the entire 196.38
      sq. kilometers Janchivlan Property.
 
 ·
                Ore-grade
      cutoff is 300ppm or 0.03% U3O8
concentration.
  14
 
 
 
 Project
Overview
 
 The
Company controls two exploration licenses on the 196.38 sq. kilometers
Janchivlan property through its wholly-owned BVI subsidiary, MEL and MEL's
wholly-owned Mongolian subsidiary, Tooroibandi, which enhances the Company's
operational effectiveness in Mongolia.
  15
  The
Company'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%.  The Company’s fieldwork
conducted in the summer and fall of 2007 focused on establishing the parameters
for a future calculation of the property's near surface uranium
resource.  The Company’s 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 400 meters wide area; three
extend 600 meters and the fourth 800 meters; 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 550
meters.
 
 The
Company 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 kilometers.  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. kilometers.  The
Company’s initial exploration focused on two promising sub-areas (approximate 4
square kilometers 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.
 
 Exploration
Programs
 
 The
Company conducted a multi-phase exploration program at Janchivlan from
mid-August, 2007, to mid-January, 2008, when winter conditions prevented further
work.  The Company'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).  Exploration focused on two areas totaling 4.2 sq. kilometers
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.
 
 ·
                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.
  16
 
 ·
                Confirmation
      of four close-to-surface, parallel east-westward trending alteration zones
      in the south block.  They range from 400-600 meters in length
      and from a few meters to more than 10 meters in width.  Uranium
      zones are open at both east and west
side.
 
 ·
                Confirmation
      of two close-to-surface east-westward mineralization zones in the north
      block.  They range between 400-800 meters in length and several
      meters in width; one south-northward mineralization zone with 150 meters
      in length was also confirmed.
 
 ·
                Drilling
      seven holes (six successful and one abandoned) in diamond core drilling
      program to a total of 1,421 meters 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.
 
 Subsequent
to the winter stoppage in 2008, the Company drilled a total of six holes in
diamond core drilling program to a total depth of 3,270 meters on the South
Block target from April 17, 2008, to July 24, 2008.  A number of zones
of significant radioactivity were encountered.
 
 Hole
UDH-08-01 was drilled at -45 degrees, S 15 degrees E to a total depth of 667
meters.  Significant radioactivity, at least 2x background, was
encountered in 9 zones, at 10 meters, 58 meters, 93 meters, 142 meters, 201
meters, 363 meters, 477 meters, 505 meters, and 610 meters.  Apparent
thicknesses vary from 1 meter to as much as 60 meters.  This hole was
ended in radioactive material because of drill problems.  Many of the
zones are known from nearby trenches, but the most significant zone was
unexpected and may constitute a new discovery zone.  This zone begins
at 610 meters and extends to the bottom of the hole, an apparent thickness of 60
meters.
 
 Hole
UDH-08-02, located about 125 meters to the northwest of hole UDH-08-01, was
drilled at -45 degrees, S 15 degrees E to a total depth of 504
meters.  Significant radioactivity was encountered in 14 zones, at 15
meters, 55 meters, 90 meters, 154 meters, 198 meters, 213 meters, 250 meters,
303 meters, 313 meters, 381 meters, 410 meters, 427 meters, 454 meters, and 465
meters.  Apparent thicknesses range to as much as 40
meters.
 
 Hole
UDH-08-03, located about 164 meters to the northeast of hole UDH-08-01, was
drilled at -45 degrees, due south to a total depth of 581
meters.  Significant radioactivity was encountered in 4 thick zones, a
complex zone beginning at 5 meters and ending at 52 meters, another complex zone
from 64 meters to 76 meters, another complex zone from 98 meters to 144 meters,
and 270 meters.
 
 Hole
UDH-08-04, located about 400 meters to the southwest of hole UDH-08-01, was
drilled at -45 degrees, due south to a total depth of 418 meters.  It
encountered zones of significant radioactivity at 5 meters, 14 meters, 23
meters, 57 meters, 75 meters, 97 meters, 127 meters, 143 meters, 172 meters, a
complex zone beginning at 256 meters and ending at 310 meters, another simple
zone at 338 meters, and a complex zone beginning at 376 meters and ending at 397
meters.
 
 Hole
UDH-08-05 was drilled at -45 degrees, due North to a total depth of 570 meters.
Significant radioactivity, at least 2x background, was encountered in nine
zones, at 83.5 meters, 104 meters, 122 meters, 134.5 meters, 188 meters, 229
meters, 436 meters, 452 meters, and 500 meters.  Apparent thicknesses
vary from 1 meter to as much as 9 meters.
  17
  
 Hole
UDH-08-06, was drilled at -45 degrees, due North to a total depth of 530
meters.  Significant radioactivity at least 2x background was
encountered in three zones, at 50.5 meters, 150 meters, and 284
meters.  Apparent thicknesses are 10 meters, 7.5 meters, and 10 meters
respectively.
 
 The
Company drilled a one hole in diamond core drilling program to a total depth of
495 meters on the North Block target from August 19 – 27, 2008.  A
number of zones of significant radioactivity were encountered.
 
 Hole
EDH-08-01 was drilled at -45 degrees, North 25 degrees East and encountered
anomalous radioactivity, at least 2 times background in sixteen separate
locations in the hole.  Apparent thicknesses generally vary from 1
meter to as much as 8 meters.  Two notable radioactive zones include a
23-meter thick zone at 27 meters depth that we believe coincides with
significant uranium mineralization encountered in the 2007 drill
program.  In the other zone, located at 415 meters, the drill
encountered an apparent thickness of 5 meters of 20 times
background.  This second zone is one that has not been encountered
before in trenching or drilling, either during the 2007 program or by previous
operators.  The high radioactivity in this new zone is very
encouraging and the zone will be tested again in the next drill
hole.
 
 No
quantitative uranium grades are known for the above radioactive zones at this
time as the analytical results are pending.  These six holes in the
South Block target and the one hole in the North Block target complete our
drilling for the time being.
 
 Location,
Infrastructure and Climate
 
 The
Company’s Janchivlan project is located in the Janchivlan mineral
district.  The project area is 70 kilometers southeast of Ulaanbaatar,
the capital of Mongolia, and 300 kilometers 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 kilometers 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 kilometer long and 300 to 350 kilometers 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 500-600 sq. kilometers 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.
  18
 
 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 30 meters by 300 meters 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 meters long radioactive anomaly in the fractured
sections that coincide with Mo, Pb, and Zn anomalies.  Drilling
delineated a mineralized zone 40 meters wide and 100 meters in length with an
average grade of 0.15% uranium, with localized areas grading up to
0.236%.
 
 The
Company 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 has placed all plans for the Tsagaan Chuluut & Khar Balgast
properties on hold at this time.
 
 ITEM
3. LEGAL PROCEEDINGS
 
 Other
than as described below, we know of no material, active, or pending legal
proceedings against our Company, nor are we involved as a plaintiff in any
material proceeding or pending litigation. Except as described below, there are
no proceedings in which any of our Directors, officers, or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our interest.
  19
  Proceedings
Involving Lin Dong Hong
 
 On August
23, 2007, MEL and Tooroibandi entered into a share purchase agreement (the
“SPA”) whereby the sole shareholder of Tooroibandi, Mr. Lin Dong Hong, sold 100%
of his shares in Tooroibandi to MEL in exchange for US$4,550,000, the conducting
of a mineral exploration program to complete an initial geological resource
estimate by October 15, 2007, to complete a final geological resource estimate
by October 15, 2008, and the issuance of 15,000,000 shares of common stock of
the Comany (collectively referred to as “Transaction #1”).
 
 To
register the sale and purchase of 100% of the Tooroibandi shares, as concluded
by Transaction #1, with the Foreign Investment and Foreign Trade Agency
(“FIFTA”) and the State Registration Office (“SRO”), on September 10, 2007, MEL
Director, Mr. Anthony Tam, executed a power of attorney (the “POA”) authorizing
Lin Dong Hong to sign and execute all corporate documents on behalf of MEL in
Mongolia.  It was believed by MEL and the Company’s management that
Lin Dong Hong, having been the previous owner of Tooroibandi, and a new
shareholder in the Company with physical presence in Mongolia, and therefore,
was in the best position to register the concluded transaction.
 
 Two days
after receiving the POA to register the sale and purchase of the Tooroibandi
shares as concluded by the Transaction #1, Lin Dong Hong proceeded to register
with FIFTA and SRO as requested by the parties.  However, rather than
registering the SPA as executed by the parties, Lin Dong Hong for some unknown
reason executed and submitted a document titled Contract to Transfer the Rights
of Tooroibandi to MEL.  As well, he executed and submitted a new
company charter for Tooroibandi showing MEL as the founder of the company and an
official letter asking SRO to release him from his former obligations as an
investor and to transfer all such rights of Tooroibandi permanently to MEL and
to increase the share capital.
 
 FIFTA
issued Resolution #A-3512 accepting these as registration documents and ordered:
(i) the removal of Lin Dong Hong the shareholder of Tooroibandi; (ii) the
increase in the company’s capital fund by US$1,150,000 which made the total
capital fund US$1,161,100; and (iii) the transfer of 100% of Lin Dong Hong’s
shares in Tooroibandi to MEL.  The order further states that all
changes shall be made to the FIFTA Certificate.  SRO soon followed by
amending the Tooroibandi certificate to reflect MEL as the 100% shareholder in
Tooroibandi.
 
 In
September, 2007, and in keeping with the terms of the SPA, the Company employed
two senior exploration experts to conduct preliminary
exploration.  From September, 2007, to September 30, 2008, MEL and the
Company have paid in aggregate US$1,588,353.56 in exploration related expenses
on the Janchivlan Property project under Licenses 11317X and 12207X held by
Tooroibandi.
 
 Problems
began on June 5, 2008, when Lin Dong Hong transferred 20.53% of MEL’s ownerhsip
in Tooroibandi to a company he either owns or represents called Xinjiang Ridong
Investment Mining Co. (“Xinjiang”) (“Transaction #2”).  Lin Dong Hong
did not inform any of the members of MEL’s Board of Directors, as the sole
shareholder in Tooroibandi, of Transaction #2.  MEL never held a
shareholder’s meeting authorizing the sale and MEL never issued a shareholder’s
resolution to authorize the sale.  To make the transfer, Lin Dong Hong
executed two letters as the executive director of Tooroibandi: (i) a founders
resolution stating that Xinjiang will become a shareholder and that Tooroibandi
will US$300,000 in exchange; and (ii) a letter to SRO stating the
same.  Additionally, Lin Dong Hong signed and executed a new founders
agreement between MEL and Xinjiang, and a new Charter for Tooroibandi showing
both MEL and Xinjiang as shareholders (MEL with 79.49% and Xinjiang with
20.53%).  Lin Dong Hong used his September, 2007, POA from MEL to sign
and execute on behalf of both MEL and Xinjiang, the founders agreement and new
Charter.
  20
 
 On June
9, 2008, FIFTA Resolution A-2783 was issued making amendments to the FIFTA
Certificate for Tooroibandi.  The Director of FIFTA, B. Ganzorig,
ordered: (i) to increase the capital fund by US$300,000 totaling US$1,461,100;
(ii) to add a Chinese company named Xinjiang Ridong as an investor in
Tooroibandi; (iii) to register the company as a BVI/PRC joint venture; (iv)
extend the term of operation by one year based on a June 5, 2008, founder’s
resolution of Tooroibandi, revised charter and agreement, and tax office
confirmation number 26083689; and (v) to make all relevant amendments to the
FIFTA Certificate.  SRO accepted these changes and amended the Company
Certificate to reflect these changes.
 
 On August
2, 2008, Lin Dong Hong transferred more of MEL’s ownership in Tooroibandi to an
individual named Mo Qihua. (referred to as “Transaction #3”).  Similar
to Transaction #2, Lin Dong Hong did not inform MEL’s Board of Directors, as the
sole/majority shareholder in Tooroibandi, of Transaction #3.  MEL
never held a shareholder’s meeting authorizing the sale and MEL never issued a
shareholder’s resolution authorizing the sale.  To ensure the transfer
of the shares, Lin Dong Hong executed shareholder meeting minutes authorizing
the receipt of assets and sale of Tooroibandi shares and a shareholder
resolution based on the meeting minutes.  In both cases, Lin Dong Hong
represented and signed on behalf of both MEL and Xinjiang.  Additionally,
Lin Dong Hong signed a new founders agreement between MEL, Xinjiang and Mo
Qihua, a new Charter for Tooroibandi showing MEL, Xinjiang and Mo Qihua as
shareholders (MEL with 57.47%, Xinjiang with 20.53% and Mo Qihua with 22%), and
a resolution of the executive director of Tooroibandi making Mo Qihua a
shareholder and increasing the capital fund.  Lin Dong Hong signed and
executed both the founders agreement and new Charter on behalf of both MEL and
Xinjiang using his September 2007 POA from MEL.
 
 On August
5, 2008, FIFTA resolution A-3679 was issued stating: (i) an increase in the
capital fund of Tooroibandi by US$410,000 totaling US$1,871,100; (ii) an
addition of Mo Qihua as 22% owner of Tooroibandi based on the August 2, 2008
request, shareholder meeting minutes, revised founders agreement and revised
Charter; and (iii) the relevant changes on the FIFTA Certificate for
Tooroibandi.  SRO accepted these changes and amended the Company’s
Certificate to reflect these changes.
 
 To
accomplish the aforementioned Transaction #2 and Transaction #3, Lin Dong Hong
used a power of attorney which was granted to him on September 10, 2007, by Mr.
Anthony Tam, a director and officer of MEL.  However, a power of
attorney signed by a director alone is insufficient to transfer assets of a
company.  In accordance with Mongolia’s Civil Code Article 64, a
written power of attorney is effective for the transfer of a company’s assets
(the Tooroibandi shares) if and only if it is also signed by the company’s
accountant.  The power of attorney granted to Lin Dong Hong was signed
only by MEL’s sole director at the time and the authority granted was limited to
corporate matters within Lin Dong Hong’s scope as the Executive Director of
Tooroibandi.
 
 Actions
taken by the Company and MEL
 
 In June
2008, the Company and MEL enlisted the services of Lehman, Lee & Xu (“LLX
Mongolia”), a People’s Republic of China law firm, which has 31 offices
throughout China including offices in Mongolia, Beijing and Hong Kong, to assist
it in its efforts to protect its assets.  LLX Mongolia is headed by
two attorneys from the United States.  At this time, it was believed
that Lin Dong Hong might be trying to transfer the minerals licenses held by
Tooroibandi, but there was no indication that a share transfer was
underway.
 
 On June
9, 2008, Anthony Tam executed a Power of Attorney Revocation to revoke, rescind
and terminate the POA given to Lin Dong Hong on September 10, 2007.
 
 On June
12, 2008, MEL held a shareholders’ meeting that authorized Mr. Earl Abbot and
LLX Mongolia to act on behalf of Tooroibandi LLC on all matters in
Mongolia.
  21
 
 On July
21, 2008 MEL held a shareholders’ meeting to remove Lin Dong Hong as the
Executive Director of Tooroibandi, to appoint Deborah Davis Korpi as the new
executive director of Tooroibandi and to authorize LLX Mongolia to make the
change with the proper authorities.
 
 On August
5, 2008, LLX went to SRO to ask them to release Lin Dong Hong and to register
Deborah Davis Korpi as the Executive Director of Tooroibandi.  As
well, based on Lin Dong Hong’s refusal to hand over company documents, including
the Tooroibandi Certificate and FIFTA Certificate among others (which were
alleged to be in China), on August 5, 2008, LLX informed SRO that the
Tooroibandi Certificate had been lost and that a new certificate should be
reissued.  It was during this time that LLX learned of the first
illegal share transfers and reported to MEL and the Company.
 
 On August
7, 2008, MEL wrote letters to SRO and FIFTA requesting that the share
registrations for Transaction #2 and Transaction #3 be reversed and is awaiting
the decision of these offices.  Copies of these letters were attached
as Exhibit 99.1 and 99.2 to the Form 8-K filed on August 27, 2008 and are
incorporated herein by reference.
 
 Under
instruction from the Company and MEL, LLX Mongolia filed a claim on behalf of
MEL on August 7, 2008, in the Capital City Administrative Court (a court of
first instance for administrative cases) against the “illegal” registrations by
SRO and FIFTA a copy of which was attached as Exhibit 99.3 to the Form 8-K filed
on August 27, 2008, and is incorporated herein by reference.  The
affidavit of Mr. Anthony Tam was filed in support of this claim and a copy of
his affidavit was attached as Exhibit 99.4 to the Form 8-K filed on August 27,
2008, and is incorporated herein by reference.
 
 On
September 12, 2008, the US Embassy, LLX Mongolia and MEL representatives met
with officials at FIFTA to make a formal complaint and to seek remedy to the
illegal share transfers.
 
 Actions
taken by Lin Dong Hong
 
 To our
knowledge and since mid August 2008, Lin Dong Hong has remained outside of
Mongolia to avoid possible criminal investigation and to avoid being subject to
the jurisdiction of the courts of Mongolia.
 
 On August
20, 2008, Lin Dong Hong through his authorized representative, Attorney N.
Enkhtuya filed a civil claim against the authorized representative of MEL in the
Sukhbaatar District Court in Mongolia.  The claim states as
follows:
 
 1.
                Lin
      Dong Hong made a “Contract transferring right for the company”
      (Tooroibandi) on September 12, 2007, but it violates the articles 56, and
      64 of the Civil Code of Mongolia.
 
 2.
                For
      making this “Right transferring contract”, Lin Dong Hong made a deal with
      only himself exercising an illegal right not authorized by the MEL legal
      company of Hong Kong on September 10,
2007.
 
 3.
                The
      Power of Attorney issued by MEL to Lin Dong Hong authorizes him only “to
      sign on relevant documents on behalf of the company” but Lin Dong Hong
      participated illegally in the Civil Legal relation and made the Right
      transferring contract and violated the law by this
  act.
 
 Lin Dong
Hong’s authorized representative, Attorney N. Enkhtuya is requesting that the
court declare the “Right transferring contract” concluded on September 12, 2007
as invalid.  A translated copy of the claim filed by Attorney N
Enkhtuya on behalf of Lin Dong Hong was attached as Exhibit 99.1 to the Form
10-Q filed on November 14, 2008, and is incorporated herein by
reference.
  22
 
 On
September 12, 2008, Attorney N. Enkhtuya asked the court to order MEL to not
conclude any agreements in the name of Tooroibandi, to not carry out drilling
works in the license area of the company, to not release or hire new employees
and not to send exploration reports outside of the country.
 
 Civil
Court
 
 On August
27, 2008, Judge Tuya issued a Judge’s Directive on August 27, 2008, whereby she
has: (i) directed the parties to open a civil case; (ii) to deliver one copy of
the claim to Attorney D Enkhtur (authorized representative of MEL); (iii) to
assign a Judge’s assistant, Mr. Ts. Enkhtuvshin, to inform the claimant, his
representative or advocate his responsibility to determine his evidences for his
request and refusal and corroborate them by himself and inform he rights and
responsibilities of involvers in the case as specified on Article 25 and 26 of
the Civil Case Court Discussion Law; and (iv) to note that no one is entitled to
make complaints to this directive.  A copy of the Judge’s Directive
was attached as Exhibit 99.2 to the Form 10-Q filed on November 24, 2008, and is
incorporated herein by reference.
 
 On
September 25, 2008, Sukhbaatar District Court’s Judge, Tuya, granted Attorney N.
Enkhtuya’s requests to order MEL not to conclude any agreements in the name of
Tooroibandi, not to carry out drilling works in the license area of the company,
not to release or hire new employees and not to send exploration reports outside
of the country.
 
 On
October 8, 2008, Attorney D. Enkhtur received a call from Attorney N. Enkhtuya
stating that she was at the Sukhbaatar District Court and that the trial would
begin immediately.  Attorney D. Enkhtur went to the court and made a
complaint to the judge that: (i) Opposing counsel and not the court was
informing him of the court date; (ii) that the judge’s assistant said that the
court date would be set in two weeks time; (iii) that Attorney D. Enkhtur has
been down to the court almost daily (as evidenced by the sign-in page on the
case book) and no notice had been given.  Based on Attorney D.
Enkhtur’s grounds the judge rescheduled the trial for October 14,
2008.
 
 On
October 13, 2008, the Company and MEL representative Earl Abbot arrived in
Mongolia and was briefed on his role in the court proceedings.  On
October 14, 2008, MEL’s Director, Mr. Anthony Tam arrived in Mongolia and was
briefed on his role in the court proceedings
 
 On
October 14, 2008, the US Embassy, the Company, MEL, Tooroibandi and LLX
representatives appeared before the Sukhbaatar District Court.  During
the trial, Attorney D. Enkhtur challenged the judge, stating that the judge had
incomplete comprehension of the case and that the case could not be tried in a
fair manner because the judge had denied all requests.  Some specifics
were: (i) Anthony Tam should have been allowed to participate; (ii) the court
should have obtained the evidence from SRO and FIFTA as requested; (iii) the
plaintiffs claim was accepted even though all legal requirements were not met;
(iv) the judge did not properly consider the jurisdiction of the case; and (v)
according to law the judge should have accepted all evidence into the case file
and she would not.  As well, the Contract to Transfer Right of Company
cannot be understood in a vacuum without the surrounding evidence of the
transaction.  Attorney D. Enkhtur also stated that the denial of this
is evidence of possible judicial bias.  The trial was then postponed until
the Chief Justice made his decision regarding the challenge.
 
 On
October 28, 2008, Attorney D. Enkhtur was informed that the Chief Judge of the
Sukhbaatar District Court has denied the request to have Judge T. Tuya removed
and the Civil Case is expected to proceed in the very near
future.
  23
 
 On
November 20, 2008, the Sukhbaatar District Court, which was ordered by the Chief
Judge to be heard by a three judge panel, dismissed Lin Dong Hong’s
claim.
 
 On
December 9, 2008, Lin Dong Hong, through his authorized representative, Attorney
N. Enkhtuya, challenged the District Court ruling to dismiss his
case.  However, MEL through its new authorized representative, Mr.
Avirmed Enkhtur, was successful in having all challenges by Lin Dong Hong
through Attorney N.  Enkhtuya dismissed, or not even
considered.
 
 Administrative
Court
 
 The claim
filed by MEL with the Capital City Administrative Court against the illegal
registrations by SRO and FIFTA with respect to Transaction #2 and Transaction #3
have been suspended pending the outcome of the Civil Case on the claim filed by
Lin Dong Hong’s authorized representative, Attorney N. Enkhtuya against MEL’s
authorized representative, Attorney D. Enkhtur.
 
 Recently,
FIFTA has informed MEL’s new authorized representative, Attorney Avirmed
Enkhtur, that MEL must proceed with the Administrative Court actions and receive
court orders to reverse the actions taken by Lin Dong Hong under Transaction #2
and Transaction #3.
 
 Criminal
 
 The state
Prosecutor’s office in Mongolia has not opened or initiated any proceedings
against Mr. Lin Dong Hong at this time.
 
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 There
were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.
 
 PART
II
 
 ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
 
 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 March 31, 2009, there are 105,894,467
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 March 31, 2009, is approximately 96.
 
 Market
Information
 
 The
Company’s Common Stock is traded on NASD operated Over-the-Counter Bulletin
Board under the symbol “URCO”.  The Company’s Common Stock commenced
trading under this symbol on July 2, 2007, and previously traded under the
symbol “MNGU” between March 15, 2007 and July 1, 2007 and “MTGU between December
20, 2006 and March 14, 2007.
  24
 
 The
following historical quotations obtained online at www.yahoo.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 necessarily represent actual
transactions:
  Quarter Ended
                      
                      High ($)
                      
                      
                      Low ($)December
      31, 2008
                      
                      $
                      0.11
                      
                      
                      $
                      0.03September
      30, 2008
                      
                      $
                      1.00
                      
                      
                      $
                      0.06June
      30, 2008
                      
                      $
                      1.24
                      
                      
                      $
                      0.65March
      31, 2008
                      
                      $
                      1.75
                      
                      
                      $
                      1.01December
      31, 2007
                      
                      $
                      3.01
                      
                      
                      $
                      1.06September
      30, 2007
                      
                      $
                      2.49
                      
                      
                      $
                      1.56June
      30, 2007
                      
                      
                      N/A
                      
                      
                      
                      N/AMarch
      31, 2007
                      
                      
                      N/A
                      
                      
                      
                      N/A
 
 On March
31, 2009, the Company’s Common Stock closed at price of $0.04.
 
 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
they impose.
 
 Securities
Authorized for Issuance Under Equity Compensation Plans
 
 The
following table sets forth information as of the end of the fiscal year ended
December 31, 2008, with respect to compensation plans (including individual
compensation arrangements) under which equity securities of the Company are
authorized for issuance, aggregated as follows: (i) all compensation plans
previously approved by security holders; and (ii) all compensation plans not
previously approved by security holders.
 
 Plan category
                                
                                Number of securities to
                                  be issued uponexercise
                                  ofoutstandingoptions,
                                  warrantsand rights
                                
                                
                                Weighted-average
                                  exercise price of
                                  outstandingoptions,
                                  warrants andrights
                                
                                
                                Number of securities remaining
                                  availablefor future issuance
                                  under equitycompensation
                                  plans (excludingsecurities
                                  reflected incolumn (a))(a)
                                
                                
                                (b)
                                
                                
                                (c)Equity
      compensation plans approved by security holdersEquity
      compensation plans not approved by security holders(1)
                                
                                5,100,000
      shares upon
                                  exercise
      of stock options
                                
                                
                                $1.60
      per share
                                
                                
                                4,900,000
      stock optionsTotal
                                
                                
                                5,100,000
                                
                                
                                $
                                1.60
                                
                                
                                
                                4,900,000
  25


Notes:


(1)
            The
      Company’s Board of Directors adopted a stock option plan on November 3,
      2006.  See below for details of this
  plan.





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.





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.


26


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.





Recent
Sales of Unregistered Securities





Not
Applicable.





Purchase
of Equity Securities by the Company and Affiliated Purchasers





During
the fiscal year ended December 31, 2008, no purchases were made by or on behalf
of the Company or any “affiliated purchaser” (as defined in §240.10b-18(a)(3) of
Regulation S-K), of shares or other units of any class of the Company’s equity
securities.





ITEM
6. SELECTED FINANCIAL DATA





The
Company, as a “smaller reporting company” (as defined by §229.10(f)(1)), is not
required to provide the information required by this Item.





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





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 “Item 1A. Risk
Factors”elsewhere in this
annual report.


27


Overview





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 and now focus on searching for
mineral bodies containing uranium.  We intend to explore mineral
properties in Mongolia and other regions, which may result in the acquisition of
other entities that own certain mineral rights or exploration
licenses.





We have
no revenues, have achieved losses since inception, have no operations, have been
issued a going concern opinion, and rely upon the sale of our securities and
loans from our officers, directors, and shareholders to fund
operations.





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 other regions, which may result in the acquisition of other
entities that own certain mineral rights or exploration licenses.





See
“Item 2. Properties”
for details of our exploration programs.





Plan
of Operations





We are a
start-up, exploration stage corporation and have not yet generated or realized
any revenues from our business operations.





Our
registered independent 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 12 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 the Company.  We must raise cash to implement our project
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.  See “Item 2. Properties” for
details of our exploration program.





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.


28


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.  At the present time, we are in the process of
attempting to raise additional money through a private placement and 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.





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
shareholder 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.





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
corporation 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
are 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 shareholders.





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
further public offerings, a private placement of securities, or loans from our
officers or others.


29


On June
5, 2008, we received gross proceeds of $15,000 from one investor for the
subscription of 20,000 units a price of $0.75 per unit.  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
two years from the date of issuance of the share purchase warrants.





In
relation to the closing of our private placement offering at $0.75 per Unit
entered into with one offshore investor, we will be paying cash finder’s fee in
the amounts of $1,500.00 to an individual in Singapore.





In
addition, from June 11, to June 13, 2008, we received gross proceeds of $67,500
from two investors for the subscription of 90,000 shares at a price of $0.75 per
share.





As of the
date of this annual report, we have yet to generate any revenues.





As of
December 31, 2008, our total assets were $72,649,245; our total liabilities were
$17,712,683; and, we had cash resources of $28,997.





Results
of Operation





Net Loss.  The
Company has net losses for the period from inception to December 31, 2008, of
$11,706,792.  This condition raises substantial doubt about the
Company’s ability to continue as a going concern.  The Company’s
continuation as a going concern is dependent on its ability to meet its
obligations, to obtain additional financing as may be required and ultimately to
attain profitability.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





Net Operating
Losses.  As of December 31, 2008, the Company has a net
operating loss carry forward of approximately $11,716,714 which will expire 19
years from the date the loss was incurred.





Revenues.  We have
not generated any revenues to date from our operations.








Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




URANIUM
308 CORP. AND SUBSIDIARIES
 (FORMERLY
MONTAGU RESOURCES CORP.)
 (AN
EXPLORATION STAGE COMPANY)
 INDEX
TO FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 
 
 
 
 
 Report
      of Registered Independent Auditors
                      F-2Consolidated
      Financial Statements-Consolidated
      Balance Sheets as of December 31, 2008, and 2007
                      F-3Consolidated
      Statements of Operations and Comprehensive Income for the
      YearsEnded
      December 31, 2008, 2007 and Cumulative from Inception
                      F-4Consolidated
      Statements of Stockholders’ Equity for the Years EndedDecember
      31, 2008, 2007, and Cumulative from Inception
                      F-5Consolidated
      Statements of Cash Flows for the Years EndedDecember
      31, 2008, 2007, and Cumulative from Inception
                      F-6Notes
      to Consolidated Financial Statements December 31, 2008, and
      2007
                      F-8
 
 
 F-1
  
 
 REPORT
OF REGISTERED INDEPENDENT AUDITORS
 
 
 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 in the exploration stage and formerly Montagu Resources
Corp.) and subsidiaries as of December 31, 2008, and 2007, and the related
consolidated statements of operations and comprehensive income, stockholders’
equity, and cash flows for the year ended December 31, 2008, and cumulative from
inception (November 18, 2005) through December 31, 2008.  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, 2008, and the results of its operations and its cash flows for the
year ended December 31, 2008, and cumulative from inception (November 18, 2005)
through December 31, 2008, 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, 2008, 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 13,
2009.
  F-2
  
 URANIUM
      308 CORP. AND SUBSIDIARIES(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      BALANCE SHEETS (NOTE 2)AS
      OF DECEMBER 31, 2008, AND 2007ASSETS2008
                                                                                                
                                                                                                
                                                                                                2007Current
      Assets:Cash
      and cash equivalents
                                                                                                
                                                                                                $
                                                                                                28,997
                                                                                                
                                                                                                
                                                                                                $
                                                                                                154,019Prepaid
      expenses and deposit
                                                                                                
                                                                                                
                                                                                                168,908
                                                                                                
                                                                                                
                                                                                                
                                                                                                120,358Total
      current assets
                                                                                                
                                                                                                
                                                                                                197,905
                                                                                                
                                                                                                
                                                                                                
                                                                                                274,377Property
      and Equipment:Computer
      and office equipment
                                                                                                
                                                                                                
                                                                                                9,290
                                                                                                
                                                                                                
                                                                                                
                                                                                                29,898Field
      equipment
                                                                                                
                                                                                                
                                                                                                6,405
                                                                                                
                                                                                                
                                                                                                
                                                                                                11,574Vehicles
                                                                                                
                                                                                                
                                                                                                4,816
                                                                                                
                                                                                                
                                                                                                
                                                                                                41,78020,511
                                                                                                
                                                                                                
                                                                                                
                                                                                                83,252Less
      - Accumulated depreciation
                                                                                                
                                                                                                
                                                                                                (19,171
                                                                                                )
                                                                                                
                                                                                                
                                                                                                (2,848
                                                                                                )Net
      property and equipment
                                                                                                
                                                                                                
                                                                                                1,340
                                                                                                
                                                                                                
                                                                                                
                                                                                                80,404Other
      Assets:Mineral
      property licenses
                                                                                                
                                                                                                
                                                                                                72,450,000
                                                                                                
                                                                                                
                                                                                                
                                                                                                49,150,000Total
      other assets
                                                                                                
                                                                                                
                                                                                                72,450,000
                                                                                                
                                                                                                
                                                                                                
                                                                                                49,150,000Total
      Assets
                                                                                                
                                                                                                $
                                                                                                72,649,245
                                                                                                
                                                                                                
                                                                                                $
                                                                                                49,504,781LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      Liabilities:Accounts
      payable - Trade
                                                                                                
                                                                                                $
                                                                                                1,118,034
                                                                                                
                                                                                                
                                                                                                $
                                                                                                397,232Accrued
      liabilities
                                                                                                
                                                                                                
                                                                                                39,103
                                                                                                
                                                                                                
                                                                                                
                                                                                                20,000Contract
      payable
                                                                                                
                                                                                                
                                                                                                14,200,000
                                                                                                
                                                                                                
                                                                                                
                                                                                                -Loans
      from stockholders
                                                                                                
                                                                                                
                                                                                                1,985,888
                                                                                                
                                                                                                
                                                                                                
                                                                                                -Due
      to related parties
                                                                                                
                                                                                                
                                                                                                369,658
                                                                                                
                                                                                                
                                                                                                
                                                                                                86,735Total
      current liabilities
                                                                                                
                                                                                                
                                                                                                17,712,683
                                                                                                
                                                                                                
                                                                                                
                                                                                                503,967Total
      liabilities
                                                                                                
                                                                                                
                                                                                                17,712,683
                                                                                                
                                                                                                
                                                                                                
                                                                                                503,967Commitments
      and ContingenciesStockholders'
      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; 105,894,467 and 87,604,467 sharesissued
      and outstanding in 2008 and 2007, respectively
                                                                                                
                                                                                                
                                                                                                1,059
                                                                                                
                                                                                                
                                                                                                
                                                                                                876Additional
      paid-in capital
                                                                                                
                                                                                                
                                                                                                66,604,166
                                                                                                
                                                                                                
                                                                                                
                                                                                                51,748,935Donated
      capital
                                                                                                
                                                                                                
                                                                                                14,625
                                                                                                
                                                                                                
                                                                                                
                                                                                                14,625Other
      accumulated comprehensive income
                                                                                                
                                                                                                
                                                                                                23,504
                                                                                                
                                                                                                
                                                                                                
                                                                                                2,643(Deficit)
      accumulated during the exploration stage
                                                                                                
                                                                                                
                                                                                                (11,706,792
                                                                                                )
                                                                                                
                                                                                                
                                                                                                (2,766,265
                                                                                                )Total
      stockholders' equity
                                                                                                
                                                                                                
                                                                                                54,936,562
                                                                                                
                                                                                                
                                                                                                
                                                                                                49,000,814Total
      Liabilities and Stockholders' Equity
                                                                                                
                                                                                                $
                                                                                                72,649,245
                                                                                                
                                                                                                
                                                                                                $
                                                                                                49,504,781
 
 
 The
      accompanying notes to consolidated financial statements
  are
 an
integral part of these consolidated balance sheets.
  F-3
   URANIUM
      308 CORP. AND SUBSIDIARIES(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTE 2)FOR
      THE YEAR ENDED DECEMBER 31, 2008, AND 2007, ANDCUMULATIVE
      FROM INCEPTION (NOVEMBER 18, 2005)THROUGH
      DECEMBER 31, 2008Year
      Ended
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          CumulativeDecember
      31,
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          From2008
                                                                                                                          
                                                                                                                          
                                                                                                                          2007
                                                                                                                          
                                                                                                                          
                                                                                                                          InceptionRevenues
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -Expenses:Stock-based
      compensation
                                                                                                                          
                                                                                                                          
                                                                                                                          5,942,842
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1,175,684
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          7,118,526Geological
      exploration
                                                                                                                          
                                                                                                                          
                                                                                                                          1,727,150
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          730,066
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          2,457,216General
      and administrative
                                                                                                                          
                                                                                                                          
                                                                                                                          989,189
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          619,852
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1,612,962Professional
      fees
                                                                                                                          
                                                                                                                          
                                                                                                                          265,049
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          189,523
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          490,672Donated
      services
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          3,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          9,750Depreciation
                                                                                                                          
                                                                                                                          
                                                                                                                          16,323
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          2,848
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          19,171Donated
      rent
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          1,500
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          4,875Impairment
      of mineral property costs
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          3,542Total
      general and administrative expenses
                                                                                                                          
                                                                                                                          
                                                                                                                          8,940,553
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          2,722,473
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          11,716,714(Loss)
      from Operations
                                                                                                                          
                                                                                                                          
                                                                                                                          (8,940,553
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (2,722,473
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (11,716,714
                                                                                                                          )Other
      Income
                                                                                                                          
                                                                                                                          
                                                                                                                          26
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          9,896
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          9,922Provision
      for income taxes
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -Net
      (Loss)
                                                                                                                          
                                                                                                                          $
                                                                                                                          (8,940,527
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (2,712,577
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (11,706,792
                                                                                                                          )Comprehensive
      (Loss):Foreign
      currency translation
                                                                                                                          
                                                                                                                          
                                                                                                                          20,861
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          2,643
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          23,504Total
      Comprehensive (Loss)
                                                                                                                          
                                                                                                                          $
                                                                                                                          (8,919,666
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (2,709,934
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (11,683,288
                                                                                                                          )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                                                                                                                          
                                                                                                                          $
                                                                                                                          (0.09
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (0.02
                                                                                                                          )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                                                                                                                          
                                                                                                                          
                                                                                                                          104,085,915
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          161,116,534
  
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
  F-4
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 2)
 FOR
THE PERIODS FROM INCEPTION (NOVEMBER 18, 2005)
 THROUGH
DECEMBER 31, 2008
 (Deficit)Accumulated
                                      
                                      
                                      AccumulatedAdditional
                                      
                                      
                                      
                                      
                                      
                                      Other
                                      
                                      
                                      During
      theCommon
      Stock
                                      
                                      
                                      Paid-in
                                      
                                      
                                      Donated
                                      
                                      
                                      Comprehensive
                                      
                                      
                                      DevelopmentDescription
                                      
                                      Shares
                                      
                                      
                                      Amount
                                      
                                      
                                      Capital
                                      
                                      
                                      Capital
                                      
                                      
                                      Income
                                      
                                      
                                      Stage
                                      
                                      
                                      TotalBalance
      - 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
                                      )
                                      
                                      
                                      49,000,814Common
      stock issued for mineral exploration licenses
                                      
                                      
                                      5,000,000
                                      
                                      
                                      
                                      50
                                      
                                      
                                      
                                      7,649,950
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      7,650,000Common
      stock issued for mineral exploration licenses
                                      
                                      
                                      12,000,000
                                      
                                      
                                      
                                      120
                                      
                                      
                                      
                                      14,952
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      15,072Common
      stock issued for cash at $0.75 per share
                                      
                                      
                                      110,000
                                      
                                      
                                      
                                      1
                                      
                                      
                                      
                                      82,499
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      82,500Stock-based
      compensation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      5,942,842
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      5,942,842Issuance
      of common stock subscribed
                                      
                                      
                                      1,180,000
                                      
                                      
                                      
                                      12
                                      
                                      
                                      
                                      1,179,988
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,180,000Finder's
      fee paid in cash
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (15,000
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (15,000
                                      )Foreign
      currency translation
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      20,861
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      20,861Net
      (loss) for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (8,940,527
                                      )
                                      
                                      
                                      (8,940,527
                                      )Balance
      - December 31, 2008
                                      
                                      
                                      105,894,467
                                      
                                      
                                      $
                                      1,059
                                      
                                      
                                      $
                                      66,604,166
                                      
                                      
                                      $
                                      14,625
                                      
                                      
                                      $
                                      23,504
                                      
                                      
                                      $
                                      (11,706,792
                                      )
                                      
                                      $
                                      54,936,562
 
 
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
  F-5
  URANIUM
      308 CORP. AND SUBSIDIARIES(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF CASH FLOWS (NOTE 2)FOR
      THE YEARS ENDED DECEMBER 31, 2008, AND 2007, ANDCUMULATIVE
      FROM INCEPTION (NOVEMBER 18, 2005)Year
      Ended
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              CumulativeDecember
      31,
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              From2008
                                                                                                              
                                                                                                              
                                                                                                              2007
                                                                                                              
                                                                                                              
                                                                                                              InceptionOperating
      Activities:Net
      (loss)
                                                                                                              
                                                                                                              $
                                                                                                              (8,940,527
                                                                                                              )
                                                                                                              
                                                                                                              $
                                                                                                              (2,712,577
                                                                                                              )
                                                                                                              
                                                                                                              $
                                                                                                              (11,706,792
                                                                                                              )Adjustments
      to reconcile net (loss) to net cash(used
      in) provided by operating activities:Depreciation
                                                                                                              
                                                                                                              
                                                                                                              36,964
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              2,848
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              39,812Donated services and rent
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              4,500
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              14,625Impairment
      of mineral properties
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              (3,542
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (3,400
                                                                                                              )Stock-based compensation
                                                                                                              
                                                                                                              
                                                                                                              5,942,842
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              5,942,842Loss on disposition of fixed assets
                                                                                                              
                                                                                                              
                                                                                                              65,911
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              65,911Changes in net liabilities-Prepaid
      expenses and deposit
                                                                                                              
                                                                                                              
                                                                                                              (48,550
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (120,268
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (168,908
                                                                                                              )Contract payable
                                                                                                              
                                                                                                              
                                                                                                              6,550,000
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              6,550,000Accounts payable and accrued liabilities
                                                                                                              
                                                                                                              
                                                                                                              739,905
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              413,982
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              1,157,137Net
      Cash Provided by (Used in) Operating Activities
                                                                                                              
                                                                                                              
                                                                                                              4,346,545
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              (2,415,057
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              1,891,227Investing
      Activities:Purchases
      of property and equipment
                                                                                                              
                                                                                                              
                                                                                                              (23,811
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (79,710
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (103,521
                                                                                                              )Acquisition
      of mineral licenses
                                                                                                              
                                                                                                              
                                                                                                              (8,000,000
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (4,550,000
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (12,550,142
                                                                                                              )Net
      Cash (Used in) Investing Activities
                                                                                                              
                                                                                                              
                                                                                                              (8,023,811
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (4,629,710
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (12,653,663
                                                                                                              )Financing
      Activities:Issuance
      of common stock for cash
                                                                                                              
                                                                                                              
                                                                                                              82,500
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              7,178,411
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              7,362,061Issuance
      of common stock for finder's fee
                                                                                                              
                                                                                                              
                                                                                                              (15,000
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (129,750
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              (144,750
                                                                                                              )Issuance
      of common stock for ownership interest
                                                                                                              
                                                                                                              
                                                                                                              1,195,072
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              1,195,072Loans
      from stockholders
                                                                                                              
                                                                                                              
                                                                                                              1,985,888
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              1,985,888Due
      to related parties
                                                                                                              
                                                                                                              
                                                                                                              282,923
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              50,030
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              369,658Net
      Cash Provided by Financing Activities
                                                                                                              
                                                                                                              
                                                                                                              3,531,383
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              7,098,691
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              10,767,929Effect
      of Other Comprehensive Incomeon
      Cash and Cash Equivalents
                                                                                                              
                                                                                                              
                                                                                                              20,861
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              2,643
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              23,504Net
      (Decrease) Increase in Cash and Cash Equivalents
                                                                                                              
                                                                                                              
                                                                                                              (125,022
                                                                                                              )
                                                                                                              
                                                                                                              
                                                                                                              56,567
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              28,997Cash
      and Cash Equivalents - Beginning of Period
                                                                                                              
                                                                                                              
                                                                                                              154,019
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              97,452
                                                                                                              
                                                                                                              
                                                                                                              
                                                                                                              -Cash
      and Cash Equivalents - End of Period
                                                                                                              
                                                                                                              $
                                                                                                              28,997
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              154,019
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              28,997Supplemental
      Disclosure of Cash Flow Information:Cash
      paid during the period for:Interest
                                                                                                              
                                                                                                              $
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              -Income
      taxes
                                                                                                              
                                                                                                              $
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              -
                                                                                                              
                                                                                                              
                                                                                                              $
                                                                                                              -
 
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
 
 F-6
 
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS (NOTE 2)
 FOR
THE YEARS ENDED DECEMBER 31, 2008, AND 2007, AND
 CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2005)
 
 Supplemental
Disclosure of Cash Flow Information:
 
 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 5). The 20,000,000 shares of common stock
were valued at $44,600,000.00
 
 On
January 22, 2008, the Company issued 5,000,000 shares of common stock pursuant
to the Asset Purchase Agreement entered into for the acquisition of two mineral
exploration licenses (See Note 5). The 5,000,000 shares of common stock were
valued at $7,650,000.00
 
 On
January 31, 2008, the Company issued 12,000,000 shares of common stock pursuant
to the Share Purchase Agreement entered into for a 10% investment in Hong Kong
Mongolia Metals Limited. The 12,000,000 shares of common stock were valued at
$15,071.
 
 On June
5, 2008, the Company issued 680,000 units (each a “Unit”) to seven individuals
due to the closing of the Company’s private placement at $1.00 per Unit for
total gross proceeds of $680,000. Each Unit consists of one share of common
stock of the Com 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 June 5, 2010.
  On June
5, 2008, the Company issued 500,000 shares to one individual due to the closing
of the Company’s private placement at $1.00 per share for total gross proceeds
of $500,000.
  
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
  F-7
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
  1.           Summary of Significant Accounting
Policies
 
 Basis of Presentation and
Organization
 
 Uranium
308 Corp. (“Uranium 308” or “the Company”) was incorporated in the State of
Nevada on November 18, 2005.  Uranium 308 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, Uranium 308
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, Uranium 308 changed its name from Montagu
Resources Corp. to Uranium 308 Corp.  Uranium 308 initially acquired a
mineral property located in the province of British Columbia, Canada, which was
registered in the name of the former President of Uranium 308, who agreed to
hold the claim in trust on behalf of the Company.  As of November 23,
2007, Uranium 308 forfeited its claim on such property.  On September
27, 2007, Uranium 308 completed a Share Purchase Agreement entered into between
Uranium 308, 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, Uranium 308
has indirectly acquired two exploration licenses identified by license numbers
12207X effective to November 14, 2009, and 11317X effective to February 19,
2009, (the “Exploration Licenses”) which are owned by Tooroibandi
Limited.  License number 12207X covers 4,017 hectares of mineral
property named Jargalant, and license number 11317X covers 15,621 hectares of
mineral property named Elstiin Uul, which are both located in the Territory of
Erdene soum, Tuv Province, Mongolia.  The Exploration Licenses
comprise the 196.38 sq. km Janchivlan Property, which is located approximately
70 km southeast of Ulaanbaatar, the capital of Mongolia.  Uranium
308'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 Uranium 308 and its wholly owned
subsidiaries.  Intercompany balances and transactions have been
eliminated in consolidation.
 
 Cash and Cash
Equivalents
 
 Uranium
308 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.
  F-8
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 
 Revenue
Recognition
 
 Uranium
308 is in the exploration stage and has yet to realize revenues from
operations.  Once Uranium 308 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
 
 Uranium
308 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
 
 Uranium
308 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.
 
 Uranium
308 maintains a valuation allowance with respect to deferred tax
assets.  Uranium 308 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.
 
 Changes
in circumstances, such as Uranium 308 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.
  F-9
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 Fair
Value of Financial Instruments
 
 Uranium
308 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 Uranium 308 could realize in a current
market exchange.  As of December 31, 2008, and 2007, the Company’s
financial instruments approximated fair value to do the nature and short-term
maturity of such instruments.
 
 Concentration
of Risk
 
 Financial
instruments which potentially subject Uranium 308 to concentrations of credit
risk consist principally of cash.  Uranium 308 places its temporary
cash investments in reputable financial institutions which are fully insured by
the government in which they are located.  Financial instruments that
potentially subject Uranium 308 to concentrations of credit risk consist
primarily of cash in excess of federally insured amounts.  For the
years ended December 31, 2008, and 2007, and cumulative from inception, Uranium
308 has not incurred a loss relating to this concentration of credit
risk.
 
 Mineral Properties and Exploration
Expenses
  Uranium
308 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.”  Uranium 308 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.
 
 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:
  F-10
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 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, Uranium 308 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.
 
 For the
years ended December 31, 2008, and 2007, and cumulative from inception, no
events requiring an impairment loss occurred.
 
 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.  Uranium 308 regularly evaluates estimates and assumptions
related to useful life and recoverability of long-lived assets and deferred
income tax asset valuation allowances.  Uranium 308 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 Uranium 308 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.
  F-11
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 Comprehensive
Income
  Uranium
308 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
 
 Uranium
308'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.  Uranium 308 has not entered into
derivative instrument transactions to offset the impact of foreign currency
fluctuations.  Translation gains or losses related to such
transactions are recognized for each reporting period in the related statement
of operations and comprehensive income (loss).
  Stock-based
Compensation
 
 Uranium
308 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 had
issued 5,100,000 stock options to its Directors and consultants as of December
31, 2008.
 
 Uranium
308 has a stock-based compensation plan that is described more fully in Note
7.
 
 F-12
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 
 2.           Exploration
Stage Activities and Going Concern
 
 During
the period from inception through December 31, 2008, and subsequent thereto, the
Company continued its mineral property acquisition, exploration programs, and
capital formation activities through the issuance of equity, debt and other
contract obligations, and loans from stockholders and other related
parties.
 
 The
accompanying consolidated financial statements have been prepared on a going
concern basis, which implies Uranium 308 will continue to realize its assets and
discharge its liabilities in the normal course of business.  Uranium
308 has not generated revenues since inception and has never paid any dividends,
and it is unlikely that the Company will pay dividends or generate earnings in
the immediate or foreseeable future.  The continuation of Uranium 308
as a going concern is dependent upon the continued financial support from its
stockholders, the ability of Uranium 308 to obtain necessary equity financing to
continue operations, and the attainment of profitable operations.
 
 While
management of the Company believes that the Company will be successful in
providing cash resources from debt and equity transactions, there can be no
assurance that the Company will be able to generate the resources required under
its business plan, or be successful in its capital formation activities to allow
the Company to commence and sustain its operations, and achieve
profitability.  As of December 31, 2008,  Uranium 308 had
accumulated losses since inception of $11,706,792.  These factors
raise substantial doubt regarding Uranium 308's ability to continue as a going
concern.  The accompanying consolidated 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
Uranium 308 be unable to continue as a going concern.
 
 3.           Related
Party Transactions
 
 For the
period ended June 30, 2007, Uranium 308 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 Uranium
308.  The donated services and rent were terminated as of July 1,
2007.
 
 As of
December 31, 2008, Uranium 308 was indebted to a company controlled by a
relative of the former President of Uranium 308 for $369,658 (December 31, 2007
- $86,735), which is non-interest bearing, unsecured, and due on
demand.
  
 For the
year ended December 31, 2008, the Company paid Mr. Dennis Tan, the president and
CEO of Uranium 308, $30,000, and as of December 31, 2008, owed him $110,000, as
consulting fees in accordance with the Consulting Agreement between Dennis Tan
and Uranium 308, dated July 24, 2007.
  F-13
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 For the
year ended December 31, 2008, the Company paid Mr. Michael Tan, the brother of
the president and CEO of Uranium 308, $24,000, and as of December 31, 2008, owed
him $88,000, as consulting fees in accordance with the Consulting Agreement
between Michael Tan and Uranium 308, dated July 24, 2007.
 
 4.           Loans
from Stockholders
 
 As of
December 31, 2008, Uranium 308 received $1,985,888 (December 31, 2007 – nil) as
loans from three stockholders.  The loans from stockholders are
unsecured, non-interest bearing, and have no stated terms of
repayment.
 
 5.           Mineral Properties and
Licenses
 
 In
November 2005, Uranium 308, 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 Uranium
308.  The claim is registered in the name of the former president of
Uranium 308, who has agreed to hold the claim in trust on behalf of Uranium
308.  On November 23, 2006, the mineral claim lapsed and the former
president of Uranium 308 re-staked the mineral claim in trust for Uranium 308 at
a cost of $142.  However, as of November 23, 2007, Uranium 308
forfeited its claim on this property.
 
 On
September 27, 2007, Uranium 308 completed the Share Purchase Agreement entered
into between Uranium 308, MEL, and all 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, Uranium 308 indirectly acquired the Exploration
Licenses (identified by license numbers 12207X effective to November 14, 2009,
and 11317X effective to February 19, 2009), which are owned by Tooroibandi
Limited.  License number 12207X covers 4,017 hectares named Jargalant
and License number 11317X covers 15,621 hectares named Elstiin Uul, which are
both located in the Territory of Erdene soum, Tuv Province,
Mongolia.  The Exploration 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.
 
 On
January 15, 2008, Uranium 308 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 Uranium 308 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 Uranium 308 and $8,000,000 in cash in accordance with the terms and
conditions of the Asset Purchase Agreement.  On January 22, 2008,
Uranium 308 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 Uranium
308, Success Start, and Uranium 308’s subsidiary, Tooroibandi
Limited.  The cash and stock value of the Share Purchase Agreement
were $8,000,000, and $15,300,000, respectively, and were attributable to the
acquisition of the mineral property licenses described above.
  F-14
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 On
January 28, 2008, Uranium 308 entered into a share purchase agreement (the
“Share Purchase Agreement”) with Mongolia Energy Limited (“MEL”), a subsidiary
of Uranium 308, Tooroibandi Limited (“Tooroibandi”), a subsidiary of Uranium
308, 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 Uranium 308 agreed to issue 12,000,000 shares of common stock of
Uranium 308 to MML in exchange for MEL receiving a 10% ownership interest in
MML; and Tooroibandi has agreed to allow HKMML the use of the Exploration
Licenses 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 ‘Tin Exploration
Licenses”), which 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, Uranium 308 completed the Share Purchase Agreement, entered
into between Uranium 308, 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 Uranium 308, 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 near term, and Tooroibandi has already had the
Exploration Licenses registered on behalf of HKMML for use under the Tin
Exploration Licenses registered to HKMML.  (See Note 10 for additional
information).
 
 
 6.           Common
Stock
  On March
15, 2007, Uranium 308 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.
  F-15
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 On July
2, 2007, Uranium 308 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.
 
 On July
27, 2007, Mr. Dennis Tan, the President, CEO, and Director, and Mr. Ka Yu, the
former Secretary, Treasurer, and Director, who held in the aggregate 187,500,000
post forward stock split shares of common stock of Uranium 308, 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, Uranium 308 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, Uranium 308 received common stock subscriptions
for 6,297,501 units at $0.75 per unit for proceeds of
$4,723,126.  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, Uranium 308 completed the Share Purchase Agreement, entered
into between Uranium 308, MEL, and all the stockholders of MEL whereby Uranium
308 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 Uranium 308 in aggregate to the stockholders 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 Uranium 308 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.
  F-16
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 In
relation to Uranium 308’s private placement offering at $0.75 per Unit entered
into with the offshore investors only, Uranium 308 has or 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.
 
 On
November 29, 2007, Uranium 308 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 Uranium 308 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 Uranium 308’s private placement offering at $1.00 per Unit entered
into with the offshore investors only, the Company has or 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.
 
 On
January 22, 2008, Uranium 308 issued 5,000,000 shares of common stock, valued at
$1.53 per share, 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 Uranium 308, Success Start, and Uranium 308’s
subsidiary, Tooroibandi Limited.
 
 On
January 31, 2008, Uranium 308 completed the Share Purchase Agreement, entered
into between Uranium 308, 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 Uranium 308, which had already been issued to
MML.  The value of this transaction was $15,071.  (See Note
12 for additional information).
 
 On June
5, 2008, the Company issued 680,000 units (each a “Unit”) to seven individuals
due to the closing of the Company’s private placement at $1.00 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 $2.00 per warrant share until June 5,
2010.
 
 In
relation to the closing of the Company’s private placement offering at $1.00 per
Unit entered into with the offshore investors, the Company will be paying: (i)
cash finder’s fees in the amount of $3,000 to an individual in Singapore and
(ii) cash finder’s fee in the amount of $12,000 to an entity in
Singapore.
 
 On June
5, 2008, the Company issued 500,000 shares to one individual due to the closing
of the Company’s private placement at $1.00 per share for total gross proceeds
of $500,000.
  F-17
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 On
December 1, 2008, the Company issued 110,000 shares to three individuals due to
the closing of the Company’s private placement at $0.75 per share for total
gross proceeds of $82,500.
 
 As of
December 31, 2008, total issued and outstanding shares of common stock increased
to 105,894,467 shares.
  7.           Stock-based
Compensation
   During
the year ended December 31, 2008, the amount of $5,942,842 of stock option
compensation expense was recognized under the Stock-based Compensation
Plan.
  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.  During the year ended December 31, 2008, 2,200,000 stock
options were cancelled because one director resigned and one consultant
terminated his contract with the Company.
 
  A summary
of Uranium 308’s stock option activities is presented below:
  Options Outstanding
                            
                            Directors
                            
                            
                            Consultants
                            
                            
                            Total
                            
                            
                            Option
      Price
                            
                            
                            ValueBalance
      - December 31, 2007
                            
                            
                            6,500,000
                            
                            
                            
                            800,000
                            
                            
                            
                            7,300,000
                            
                            
                            $
                            1.60
                            
                            
                            $
                            1.53Stock
      Options Cancelled
                            
                            
                            (2,000,000
                            )
                            
                            
                            (200,000
                            )
                            
                            
                            (2,200,000
                            )
                            
                            
                            1.60
                            
                            
                            
                            1.53Balance
      - December 31, 2008
                            
                            
                            4,500,000
                            
                            
                            
                            600,000
                            
                            
                            
                            5,100,000
                            
                            
                            $
                            1.60
                            
                            
                            $
                            1.53
   Compensation
      costs related to options that vest in the future will be recognized as the
      related options vest.
   F-18
 
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 The
      fair value of the options granted during 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:
  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 Uranium 308’s stock options.
  8.           Appointment
of Additional Directors and Officers
  On
November 7, 2007, Uranium 308 appointed Mr. David Lorge as Vice President of
Exploration.
  On
November 28, 2007, Uranium 308 increased the Board of Directors by two and
appointed Mr. Chris Metcalf and Mr. Martin Shen as Directors.
 
 On
February 20, 2008, Uranium 308 increased the Board of Directors by one and
appointed Mr. Earl Abbott as a Director of Uranium 308.
 
 Effective
July 18, 2008, Mr. Lin Dong Hong resigned as a director of the
Company.  On August 13, 2008, the Board of Directors of the Company
accepted the resignation of Mr. Lin Dong Hong.
 
 9.           Income
Taxes
 
 Potential
benefits of income tax losses are not recognized by the Company until
realization is more likely than not.  Uranium 308 has net operating
losses of $11,706,792 which expire in 2028.  Pursuant to SFAS No.
109, Uranium 308 is required to compute deferred 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
Uranium 308 cannot be assured it is more likely than not it will utilize the net
operating losses carried forward to future years.
  F-19
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 For the
years ended December 31, 2008, and 2007, the provision for income taxes
consisted of the following (assuming an effective tax rate of 15
percent):
 
 2008
                                  
                                  
                                  2007Current
      Tax Provision:Federal
      and state-Taxable
      income
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Total
      current tax provision
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                                  
                                  $
                                  1,341,079
                                  
                                  
                                  $
                                  406,887Change
      in valuation allowance
                                  
                                  
                                  (1,341,079
                                  )
                                  
                                  
                                  (406,887
                                  )Total
      deferred tax provision
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
 
 
 As of
December 31, 2008, and 2007, deferred tax assets consisted of the
following:
 
 2008Loss
      carryforwards
                              
                              $
                              1,756,019Less
      - Valuation allowance
                              
                              
                              (1,756,019
                              )Total
      net deferred tax assets
                              
                              $
                              -
 
  10.           Commitments
and Contingencies
 
 On
September 4, 2007, Uranium 308 entered into an operating lease for office space
in Beijing, China.  The term of the lease was for two
years.  The rent for the office space was 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.  At the
beginning of July 2008, Uranium 308 terminated the office lease
agreement.
 
 On
September 26, 2008, Uranium 308 Entered into an operating lease for office space
in Beijing, China.  The operating lease was effective on November 7,
2008.  The term of the lease is for two years.  The rent for
the office space is payable quarterly in the amount of
$12,780.  Future minimum rental amounts under the lease amount to
$51,120 in 2009 and $38,340 in 2010, respectively.
 
 In late
August 2008, MEL discovered that Lin Dong Hong, a former director of the
Company, engaged in alleged self-dealing and fraudulent transfer of 20.53% of
the ownership of Tooroibandi to Xinjiang Ridong Mining Investment Co. Ltd, a
Chinese company that is owned by Lin Dong Hong, under Mongolia’s Foreign
Investment and Foreign Trade Authority Resolution A-2783.
  F-20
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 In early
September 2008, MEL discovered that Lin Dong Hong allegedly fraudulently
transferred an additional 22% ownership of Tooroibandi to Mr. Mo Oihua, a
business associate of Lin Dong Hong, under Mongolia’s Foreign Investment and
Foreign Trade Authority Resolution A-3769.
 
 On August
7, 2008, the Company, under MEL, wrote letters to the State Registration Office
of Mongolia (“SRO”) and to the Foreign Investment and Foreign Trade Authority of
Mongolia (“FIFTA”) to have the share registrations reversed and is awaiting the
decision of these offices.  In addition, MEL filed a claim under a
Civil Case with the Capital City Administrative Court against the alleged
illegal registrations with SRO and FIFTA.  The Civil Case has been
suspended pending the outcome of a civil case related to a claim filed by Lin
Dong Hong’s authorized representative, Mrs. N. Enkhtuya, against MEL’s
authorized representative, Mr. D. Enkhtur.
 
 The Civil
Case was also delayed while the Chief Justice of Mongolia considered issues and
challenges relating to relevance of evidence, acceptance of counterclaim, change
of venue, and removal of Judge T. Tuya.  The Chief Justice of Mongolia
has denied the request to have Judge T. Tuya removed, and the Civil Case is
expected to proceed in the near future.  The management of the Company
believes that outcome of the Civil Case will take several months to be
determined.
 
 Subsequent
to September 30, 2008, the Board of Directors of the Company learned that the
four Tin Exploration Licensees (License Numbers 13061X, 13062X, 13063X, and
13064X) received by HKMML through the Share Purchase Agreement transaction
between the Company, MEL, Tooroibandi, MML, and HKMML, were not contiguous or
somewhat overlapping with the Exploration Licenses (License Numbers 11317X,
12207X) held by Tooroibandi, which was represented to the Company and MEL and
was a major reason and inducement for Uranium 308 and MEL to enter into such
Share Purchase Agreement.  The Tin Exploration Licenses were
determined to be located completely within the boundaries of the two Exploration
Licenses held by Tooroibandi.  The Board of Directors is currently
evaluating the position of the Company under the terms of the Share Purchase
Agreement between the Company, MEL, Tooroibandi, MML and HKMML, and may elect to
rescind the transaction, cancel the 12,000,000 shares of common stock issued to
MML, and make application to the have the Tin Exploration Licenses reassigned to
Tooroibandi instead of HKMML.  As of April 14, 2009, the matter is
still pending before the Board of Directors of the Company.
 
 11.
              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 Uranium 308 does not believe that
this new pronouncement will have a material impact on its financial
statements.
  F-21
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 
 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. 141Restablishes 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.  Uranium 308 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
Uranium 308 does not expect the adoption of this pronouncement to have a
material impact on its financial statements.
  F-22
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 
 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 Uranium 308 does not expect the adoption of this pronouncement to
have a material impact on its financial statements.
      F-23
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 In May
2008, the FASB issued FASB Statement No. 162, “The Hierarchy of Generally Accepted
Accounting Principles” (“SFAS No. 162”).  SFAS No. 162
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States of America.  The
sources of accounting principles that are generally accepted are categorized in
descending order as follows:
 
 a)
              FASB
      Statements of Financial Accounting Standards and Interpretations, FASB
      Statement 133 Implementation Issues, FASB Staff Positions, and American
      Institute of Certified Public Accountants (AICPA) Accounting Research
      Bulletins and Accounting Principles Board Opinions that are not superseded
      by actions of the FASB.
 
 b)
              FASB
      Technical Bulletins and, if cleared by the FASB, AICPA Industry Audit and
      Accounting Guides and Statements of
Position.
 
 c)
              AICPA
      Accounting Standards Executive Committee Practice Bulletins that have been
      cleared by the FASB, consensus positions of the FASB Emerging Issues Task
      Force (EITF), and the Topics discussed in Appendix D of EITF Abstracts
      (EITF D-Topics).
 
 d)
              Implementation
      guides (Q&As) published by the FASB staff, AICPA Accounting
      Interpretations, AICPA Industry Audit and Accounting Guides and Statements
      of Position not cleared by the FASB, and practices that are widely
      recognized and prevalent either generally or in the
    industry.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163, “Accounting for Financial Guarantee
Insurance Contracts” (“SFAS No. 163”).  SFAS No. 163 clarifies
how FASB Statement No. 60, “Accounting and Reporting by
Insurance Enterprises” (“SFAS No. 60”), applies to financial guarantee
insurance contracts issued by insurance enterprises, including the recognition
and measurement of premium revenue and claim liabilities.  It also
requires expanded disclosures about financial guarantee insurance
contracts.
 
 The
accounting and disclosure requirements of SFAS No. 163 are intended to improve
the comparability and quality of information provided to users of financial
statements by creating consistency.  Diversity exists in practice in
accounting for financial guarantee insurance contracts by insurance enterprises
under SFAS No. 60, “Accounting
and Reporting by Insurance Enterprises.”  That diversity
results in inconsistencies in the recognition and measurement of claim
liabilities because of differing views about when a loss has been incurred under
FASB Statement No. 5, “Accounting for Contingencies”
(“SFAS No. 5”).  SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial
obligation.  It also requires disclosure about (a) the risk-management
activities used by an insurance enterprise to evaluate credit deterioration in
its insured financial obligations and (b) the insurance enterprise’s
surveillance or watch list.
  F-24
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008, AND 2007
 SFAS No.
163 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and all interim periods within those fiscal years,
except for disclosures about the insurance enterprise’s risk-management
activities.  Disclosures about the insurance enterprise’s
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163.  Except for those disclosures, earlier
application is not permitted.  The management of Uranium 308 does not
expect the adoption of this pronouncement to have material impact on its
financial statements.
  F-25





ITEM
9. 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
9A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our President, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report.  Based on that evaluation, our President concluded that
our disclosure controls and procedures as of the end of the period covered by
this report were effective such that the information required to be disclosed by
us in reports filed under the Securities Exchange Act of 1934 is: (i) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms; and (ii) accumulated and communicated to our management,
including our President, as appropriate to allow timely decisions regarding
disclosure. A controls system cannot provide absolute assurance, however, that
the objectives of the controls system are met, and no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.





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.


30


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, 2008, 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, 2008, 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 audit committee has reviewed the results of management’s
assessment.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.





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-K that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





ITEM
9B. OTHER INFORMATION





Not
applicable.





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Directors,
Executive Officers and Significant Employees





The
following table sets forth certain information regarding the members of our
Board of Directors, executive officers and our significant employees as of March
31, 2009:


31





Name
              
              Age
              
              Positions and Offices
  HeldDennis
      Tan(1)
              
              37
              
              President,
      Chief Executive Officer and directorAnthony
      Tam(2)
              
              50
              
              Secretary,
      Treasurer and a DirectorMartin
      Shen(3)
              
              38
              
              DirectorChris
      Metcalf(3)
              
              39
              
              DirectorDavid
      Lorge(4)
              
              62
              
              Vice
      President of ExplorationEarl
      Abbott(5)
              
              67
              
              Director


Notes:


(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.
      Shen and Mr. Metcalf were appointed as directors of the Company on
      November 28, 2007.


(4)
            Mr.
      Lorge was appointed Vice President of Exploration of the Company on
      November 7, 2007.


(5)
            Dr.
      Abbott was appointed as a director of the Company on February 20,
      2008.





Family
Relationships





There are
no family relationships between any of the Company’s directors or executive
officers.





Business
Experience





Dennis Tan (age 38) has been
our President, CEO and a director of  the Company since June 11,
2007.  Mr. Tan 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 December, 2003, to October, 2005,
Mr. Tan joined Nex Connectivity Solutions Inc. as the Chief Technology
Officer.  In November, 2005, until December, 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.





Anthony Tam (age 50) has been
our Secretary, Treasurer and a director of the Company since September 27,
2007.  Mr. Tam 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.


32


Martin Shen (age 38) has been
a director of our Company since November 28, 2007.  Mr Shen 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
39) has been a director of the Company since November 27, 2007.  In
addition, Mr. Metcalf is currently the CEO and a director of ESP Resources Inc.
(OTCBB: ESPI), since September 2007, which is engaged in oil and gas exploration
and petrochemicals, and a director of Sinobiomed Inc. (OTCBB: SOBM), since March
2007, which is engaged in the biopharmaceutical industry in
China.  Prior to joining the Company, Mr. Metcalf was Vice President
of GF Private Equity Group LLC, where he served on the investment committee
responsible for all aspects of the fund’s venture capital portfolio in early to
growth stage companies across several sectors, including energy and clean
technology, application and enterprise software, and financial
services.  In addition, Mr. Metcalf was the President of Altitude
Funds LLC, which sponsors and manages premier private equity partnerships on
behalf of the GF Private Equity Group.  Prior to that position, from
2002 to 2006, Mr. Metcalf served as the Vice President of the Graystone Research
Group in Morgan Stanley where he was a research analyst covering a variety of
private equity and hedge fund investments in the U.S., Europe, and
Asia.  Apart from his professional experience, Mr. Metcalf holds
degrees from the University of Chicago (MBA with Honors), and the University of
Virginia (Juris Doctor and Bachelor of Science in Commerce).  Mr.
Metcalf is currently a member of the California and Virginia State Bar
Associations.





David Lorge(age 62) has been
our Vice President of Exploration since November 7, 2007.  Mr. Lorge
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.


33


Dr. Earl W. Abbott (age 67)
has been a director of the Company since February 20, 2008.  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.  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
reporting company.





Involvement
in Certain Legal Proceedings





Other
than as described under Item
3. Legal Proceedingsabove with respect to Mr. Lin Dong Hong, 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, 2008, all Section 16(a)
filing requirements applicable to its directors, executive officers, and greater
than ten percent beneficial owners were complied with, except as
follows:





Mr.
Dennis Tan failed to timely file his Form 4 relating to the grant of stock
option on Nov. 28, 2007.  His Form 4 was filed on Dec. 6,
2007.





Mr. Lin
Dong Hong failed to timely file his Form 3 when he became an affiliate and was
appointed as a director on Sept. 27, 2007.  His Form 3 was filed on
Dec. 6, 2007.  In addition, Mr. Hong failed to timely file his Form 4
relating to the grant of stock options on Nov. 28, 2007.  His Form 4
was filed on Dec. 7, 2007.





Mr. David
Lorge failed to timely file his Form 3 when he was appointed as an officer on
Nov. 7, 2007.  In addition, Mr. Lorge failed to timely file his Form 4
relating to the grant of stock options on Nov. 28, 2007.





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


34


Code
of Ethics





Effective
March 9, 2007, our Company's Board of Directors adopted a Code of Business
Conduct andEthics
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.





A copy of
our Code of Ethics will be provided to any person requesting same without
charge.  To request a copy of our Code of Ethics, please make written
request to our President c/o Uranium 308 Corp. at 2820 W. Charleston Blvd.,
Suite 22, Las Vegas, NV  89102.





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, Martin Shen, Chris Metcalf,
and Earl Abbott).  Messrs. 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.


35


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.





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.





ITEM
11. EXECUTIVE COMPENSATION





In this
item, “Named Executive Officer” means:





(i)
            all
      individuals serving as the Company’s principal executive officer or acting
      in a similar capacity during the last completed fiscal year (“PEO”),
      regardless of compensation level





(ii)
            the
      Company’s two most highly compensated executive officers other than the
      PEO who were serving as executive officers at the end of the last
      completed fiscal year and whose total compensation exceeds $100,000;
      and





(iii)
            up
      to two additional individuals for whom disclosure would have been provided
      pursuant to paragraph (ii) but for the fact that the individual was not
      serving as an executive officer of the Company at the end of the last
      completed fiscal year.





Summary
Compensation Table





The
following table contains disclosure of all plan and non-plan compensation
awarded to, earned by, or paid to the Company’s Named Executive Officers by any
person for all services rendered in all capacities to the Company and its
subsidiaries during the Company’s fiscal years completed December 31, 2008, and
2007:





Name and
                                                              principal
                                                              position
                                                            
                                                            Year
                                                            
                                                            Salary
                                                              ($)
                                                            
                                                            
                                                            Bonus
                                                              ($)
                                                            
                                                            
                                                            Stock
                                                              awards
                                                              ($)
                                                            
                                                            
                                                            Option
                                                              awards
                                                              ($)
                                                            
                                                            
                                                            Nonequity
                                                              incentive
                                                              plan
                                                              compensation
                                                              ($)
                                                            
                                                            
                                                            Nonqualified
                                                              deferred
                                                              compensation
                                                              earnings
                                                              ($)
                                                            
                                                            
                                                            All other
                                                              compensation
                                                              ($)
                                                            
                                                            
                                                            Total
                                                              ($)(a)
                                                            
                                                            (b)
                                                            
                                                            (c)
                                                            
                                                            
                                                            (d)
                                                            
                                                            
                                                            (e)
                                                            
                                                            
                                                            (f)
                                                            
                                                            
                                                            (g)
                                                            
                                                            
                                                            (h)
                                                            
                                                            
                                                            (i)
                                                            
                                                            
                                                            (j)Dennis
      Tan(1)
                                                            
                                                            2008
                                                            
                                                            $
                                                            10,000
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
                                                            10,000President,
      CEO and Director
                                                            
                                                            2007
                                                            
                                                            $
                                                            60,000
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
                                                            140,000
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
                                                            200,000Anthony
      Tam(2)
                                                            
                                                            2008
                                                            
                                                            $
                                                            96,000
                                                            (3)
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
                                                            96,000Secretary,
      Treasurer and Director
                                                            
                                                            2007
                                                            
                                                            $
                                                            69,000
                                                            (3)
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
                                                            140,000
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
                                                            209,000Sadru
      Mohamed(4)
                                                            
                                                            2008
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -
                                                            
                                                            
                                                            
                                                            -President,
      Treasurer and Director
                                                            
                                                            2007
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil
                                                            
                                                            
                                                            $
      Nil




36


Notes:


(1)
            Mr.
      Tan was appointed as the President, CEO and a director of the Company on
      June 11, 2007.


(2)
            Mr.
      Tam was appointed as a director of the Company and as the Secretary and
      Treasurer on September 27, 2007.


(3)
            Mr.
      Tam provides his services to the Company as a consultant, and therefore,
      the $96,000 in 2008 and the $69,000 in 2007 was paid as a consulting fee
      and not as salary.


(4)
            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.





See
“Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities - Securities Authorized for Issuance Under Equity Compensation
Plans” for details of the Company’s Stock Option Plan.





Narrative
Disclosure to the Summary Compensation Table





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 (to be
renegotiated annually) as compensation for services as President and CEO among
other terms and provisions as more fully detailed in the management agreement,
which is incorporated herein by reference to Exhibit 10.1 filed on our Form
10-QSB on EDGAR on August 20, 2007.





On
November 28, 2007, Messrs. Dennis Tan and Anthony Tam were each granted
2,000,000 stock options having an exercise price of $1.60 per share and an
expiry date of five years from the date of grant.  The stock options
have vesting provisions of 5% on the date of grant and 5% on the last day of
each month thereafter.





Outstanding
Equity Awards at Fiscal Year-End





The
following table contains disclosure concerning unexercised options; stock that
has not vested; and equity incentive plan awards for each Named Executive
Officer outstanding as of the end of the Company’s fiscal year ended December
31, 2008:


37





Option
      awards
                                          
                                          Stock
      awardsName
                                          
                                          Number
      of
                                            securities
                                            underlying
                                            unexercised
                                            options
                                            (#)
                                            exercisable
                                          
                                          
                                          Number
      of
                                            securities
                                            underlying
                                            unexercised
                                            options
                                            (#)
                                            unexercisable
                                          
                                          
                                          Equity
                                            incentive
                                            plan
                                            awards:
                                            Number
      of
                                            securities
                                            underlying
                                            unexercised
                                            unearned
                                            options
                                            (#)
                                          
                                          
                                          Option
                                            exercise
                                            price
                                            ($)
                                          
                                          Option
      expiration
                                            date
                                          
                                          Number
                                            of
      shares
                                            or
      units
                                            of
      stock
                                            thathave
                                            not
                                            vested
                                            (#)
                                          
                                          Market
                                            value
      of
                                            shares
                                            of
      units
                                            of
      stock
                                            that
                                            have
      not
                                            vested
                                            ($)
                                          
                                          Equity
                                            incentive
                                            plan
                                            awards:
                                            Number
                                            of
                                            unearned
                                            shares,
                                            units
      or
                                            other
                                            rights
                                            that
                                            have
      not
                                            vested
                                            (#)
                                          
                                          Equity
                                            incentive
                                            plan
                                            awards:
                                            Market
      or
                                            payout
                                            value
      of
                                            unearned
                                            shares,
                                            units
      or
                                            other
                                            rights
                                            that
      have
                                            not
      vested
                                            ($)(a)
                                          
                                          (b)
                                          
                                          
                                          (c)
                                          
                                          
                                          (d)
                                          
                                          
                                          (e)
                                          
                                          (f)
                                          
                                          (g)
                                          
                                          (h)
                                          
                                          (i)
                                          
                                          (j)Dennis
      Tan(1)
                                          
                                          
                                          1,400,000
                                          
                                          
                                          
                                          600,000
                                          
                                          
                                          
                                          600,000
                                          
                                          
                                          $
                                          1.60
                                          
                                          Nov.
      28, 2012
                                          
                                          Nil
                                          
                                          $
      Nil
                                          
                                          Nil
                                          
                                          $
      NilPresident,
      CEO and Director
                                          
                                          shares
                                          
                                          
                                          shares
                                          
                                          
                                          sharesAnthony
      Tam(2)
                                          
                                          1,400,000
      shares
                                          
                                          
                                          600,000
      shares
                                          
                                          
                                          600,000
      shares
                                          
                                          
                                          $
                                          1.60
                                          
                                          Nov.
      28, 2012
                                          
                                          Nil
                                          
                                          $
      Nil
                                          
                                          Nil
                                          
                                          $
      NilSecretary,
      Treasurer and Director


Notes:


(1)
            Mr.
      Tan was appointed as the President, CEO and a director of the Company on
      June 11, 2007.


(2)
            Mr.
      Tam was appointed as a director of the Company and as the Secretary and
      Treasurer on September 27, 2007.





Retirement
Benefits and Change of Control





Under the
stock option agreements with each of Messrs. Dennis Tan and Anthony Tam, if
there is a formal offer for the purchase of the issued and outstanding shares of
the Company, then all of the stock options shall vest immediately.





Under the
Management Agreement between the Company and Mr. Dennis Tan, dated July 24,
2007, if the Management Agreement is terminated (by act or constructively), or
fails to renew due to failure of agreement after the issuance of a non-renewal
notice, or otherwise at the termination of the Management Agreement, then Mr.
Tan shall receive a termination fee (the “Termination Fee”) of the
greater of:





(a)
            the
      aggregate remaining monthly fee of $10,000 for the unexpired remainder of
      the Term; or





(b)
            six
      months of the monthly fee
($60,000).





At the
Company’s election the Termination Fee may be paid in 12 equal monthly
installments commencing with the first payment on the effective date of
termination.


38


Director
Compensation





The
following table discloses the compensation of the directors of the Company for
the Company’s fiscal year ended December 31, 2008 (unless already disclosed
above):





Name
                                              
                                              Fees
                                                earned or
                                                paid in
                                                cash
                                                ($)
                                              
                                              Stock
                                                awards
                                                ($)
                                              
                                              Option
                                                awards
                                                ($)
                                              
                                              Non-equity
                                                incentive plan
                                                compensation
                                                ($)
                                              
                                              Nonqualified
                                                deferred
                                                compensation
                                                earnings
                                                ($)
                                              
                                              All other
                                                compensation
                                                ($)
                                              
                                              Total
                                                ($)(a)
                                              
                                              (b)
                                              
                                              (c)
                                              
                                              (d)
                                              
                                              (e)
                                              
                                              (f)
                                              
                                              (g)
                                              
                                              (h)Dennis
      Tan(1)
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      aboveAnthony
      Tam(2)
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      above
                                              
                                              See
      aboveMartin
      Shen(3)
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              NilChris
      Metcalf(3)
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              NilEarl
      Abbott(4)
                                              
                                              35,050(5)
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              Nil
                                              
                                              35,050


Notes:


(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.
      Shen and Mr. Metcalf were appointed as directors of the Company on
      November 28, 2007.


(4)
            Dr.
      Abbott was appointed as a director of the Company on February 20,
      2008.


(5)
            These
      funds were paid to Mr. Earl Abbott as a consulting fee for services
      provided to the Company in addition to his directorship
      duties.





Narrative
Disclosure to the Director Compensation Table





On
November 28, 2007, the Board of Directors adopted a stock option and incentive
plan and granted in aggregate 4,500,000 stock options to the following current
directors:  Dennis Tan – 2,000,000; Anthony Tam – 2,000,000; Martin
Shen – 250,000; and Chris Metcalf – 250,000.  The stock options have
an exercise price of $1.60 per share and an expiry date of five years from the
date of grant.  The stock options have vesting provisions of 5% on the
date of grant and 5% on the last day of each month thereafter.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth information as of March 31, 2009 (the “Determination
Date”), 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.


39


As of the
Determination Date, there are 105,894,467 shares of Common Stock issued and
outstanding.





Name and Address of Beneficial
      Owner
                                                  
                                                  Position
                                                  
                                                  Amount and Nature of
                                                    Beneficial Ownership *
                                                  
                                                  
                                                  Percent of
                                                    Common Stock(1)Mongolia
      Metals Limited
                                                    c/o
      Unit C & B 8th
      Floor
                                                    4
      Hennessy Road
                                                    Sincere
      Insurance Bldg.
                                                    Hong
      Kong, Hong Kong
                                                  
                                                  Shareholder
                                                  
                                                  
                                                  12,000,000
                                                  (2)
                                                  
                                                  
                                                  11.3
                                                  %Dennis
      Tan
                                                    201
      Makiling Street
                                                    Ayala
      Alabang Village
                                                    Muntinlupa
      City, Philippines
                                                  
                                                  President
      and Chief Executive Officer
                                                  
                                                  
                                                  17,900,000
                                                  (3)
                                                  
                                                  
                                                  16.6
                                                  %Anthony
      Tam
                                                    701
      Albon Plaza
                                                    2-6
      Granville Road, Tstim Sha Tsui
                                                    Kowloon,
      Hong Kong
                                                  
                                                  Secretary,
      Treasurer and Director
                                                  
                                                  
                                                  2,900,000
                                                  (4)
                                                  
                                                  
                                                  2.7
                                                  %Lin
      Dong Hong
                                                    Bayangol
      5 Khoroo 10 Rhoroolol, 48A-04
                                                    Ulaanbaatar,
      Mongolia
                                                  
                                                  Shareholder
      and former director
                                                  
                                                  
                                                  15,000,000
                                                  (5)
                                                  
                                                  
                                                  14.2
                                                  %Chris
      Metcalf
                                                    1018
      – 54 Rainey Street
                                                    Austin,
      TX  78701
                                                  
                                                  Director
                                                  
                                                  
                                                  237,500
                                                  (6)
                                                  
                                                  
                                                  (
                                                  *)Martin
      Shen
                                                    1322
      W. King Edward Avenue
                                                    Vancouver,
      BC  V6H 1Z9
                                                  
                                                  Director
                                                  
                                                  
                                                  237,500
                                                  (7)
                                                  
                                                  
                                                  (
                                                  *)David
      Lorge
                                                    285
      Sandia Drive
                                                    Fernley,
      NV  89408
                                                  
                                                  Vice
      President of Operations
                                                  
                                                  
                                                  237,500
                                                  (8)
                                                  
                                                  
                                                  (
                                                  *)Earl
      Abbott
                                                    8600
      Technology Way, Suite 118, Reno, NV  89521
                                                  
                                                  Director
                                                  
                                                  Nil
                                                  
                                                  
                                                  NilDirectors
      and Officers as a group (7 persons)
                                                  
                                                  
                                                  
                                                  
                                                  21,512,500
                                                  (9)
                                                  
                                                  
                                                  19.5
                                                  %


Notes:


(*)           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 12,000,000 shares held directly by Mongolia Metals
      Limited.


(3)
            This
      figure includes 16,000,000 shares held directly by Dennis Tan and
      1,700,000 stock options which have already vested and 200,000 stock
      options which will vest within 60 days of the Determination
      Date.


40





(4)
            This
      figure includes 1,000,000 shares held directly by Anthony Tam and
      1,700,000 stock options which have already vested and 200,000 stock
      options which will vest within 60 days of the Determination
      Date.


(5)
            This
      figure includes 15,000,000 shares held directly by Lin Dong
      Hong.


(6)
            This
      figure includes 212,500 stock options which have already vested and 25,000
      stock options which will vest within 60 days of the Determination
      Date.


(7)
            This
      figure includes 212,500 stock options which have already vested and 25,000
      stock options which will vest within 60 days of the Determination
      Date.


(8)
            This
      figure includes 212,500 stock options which have already vested and 25,000
      stock options which will vest within 60 days of the Determination
      Date.


(9)
            This
      figure includes 17,000,000 shares owned directly by directors and
      executive officers as well as 4,037,500 stock options with have already
      vested and 475,000 stock options which will vest within 60 days of the
      Determination Date.





Securities
Authorized for Issuance Under Equity Compensation Plans





See
“Item 5. Market For Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities-Securities Authorized
for Issuance Under Equity Compensation Plans” above.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





There are
no transactions, since the beginning of the Company’s fiscal year ended December
31, 2007, or any currently proposed transaction, in which the Company was or is
to be a participant and the amount involved exceeds $120,000 or one percent of
the average of the Company’s total assets at year end for the last two fiscal
years, and in which any related person had or will have a direct or indirect
material interest except as follows:





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, 2008, Mr. Michael Tan had received
$48,000 in consulting fees, and the Company has accrued $88,000 to
him.





As at
December 31, 2008, the Company has received a loan from Mr. Anthony Tam, one of
our directors, in the amount of $30,000, which does not bear interest and has no
set terms of repayment.





As at
December 31, 2008, the Company has received shareholder loans in the amount of
$1,955,888.31 which do not bear interest and have no set terms of repayment
other than being due on demand.


41


Director
Independence





As of the
date of this annual report, our common stock is traded on the OTC Bulletin
Board (the “OTCBB”).  The OTCBB does not impose on us standards
relating to director independence or the makeup of committees with independent
directors, or provide definitions of independence.  However, under the
definition of “Independent Director” as set forth in the NYSE AMEX Company Guide
Section 8.03A, we currently have three of our five directors that would qualify
as independent directors under the definition in the AMEX Company
Guide.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table discloses the fees billed by our auditor in connection with the
audit of the Company’s annual financial statements for the years ended December
31, 2008, and 2007.





Financial Statements for Year Ended December
      31
                  
                  Audit Fees(1)
                  
                  
                  Audit Related
                    Fees(2)
                  
                  Tax Fees(3)
                  
                  All Other Fees(4)2008
                  
                  $
                  12,000
                  
                  
                  $
                  21,000
                  
                  $
      Nil
                  
                  $
      Nil2007
                  
                  $
                  12,000
                  
                  
                  $
                  7,000
                  
                  $
      Nil
                  
                  $
      Nil


Notes:


(1)
            The
      aggregate fees billed for the fiscal year 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-Qs or services that are normally provided by the
      accountant in connection with statutory and regulatory engagements for
      that fiscal years.


(2)
            The
      aggregate fees billed in the fiscal year 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 Note 1.


(3)
            The
      aggregate fees billed in the fiscal year for professional services
      rendered by the principal accountant for tax compliance, tax advice, and
      tax planning.


(4)
            The
      aggregate fees billed in the fiscal year for the products and services
      provided by the principal accountant, other than the services reported in
      Notes (1), (2) and (3).





Audit
Committee’s Pre-Approval Practice





Section
10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our
auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by our
audit committee or, in cases where no such committee exists, by our board of
directors (in lieu of an audit committee) or unless the services meet certain de
minimis standards.





PART
IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENTS





Exhibits





Exhibit
      No.
              
              Description
      of Exhibit3.1(1)
              
              Articles
      of Incorporation.3.2(1)
              
              Bylaws.3.3(2)
              
              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).


42





Exhibit
      No.
              
              Description
      of Exhibit3.4(3)
              
              Articles
      of Merger filed with the Secretary of State of Nevada on June 19, 2007 and
      which is effective July 2, 2007.3.5(3)
              
              Certificate
      of Change filed with the Secretary of State of Nevada on June 19, 2007 and
      which is effective July 2, 2007.10.1(4)
              
              Management
      Agreement between Uranium 308 Corp. and Dennis Tan, dated July 24,
      200710.2(5)
              
              Share
      Purchase Agreement between Uranium 308 Corp., Mongolia Energy Limited and
      all the shareholders of Mongolia Energy Limited, dated September 21,
      2007.10.3(5)
              
              Share
      Purchase Agreement between Mongolia Energy Limited, Tooroibandi Limited
      and Mr. Lin Dong Hong, dated August 23, 2007.10.4(6)
              
              Asset
      Purchase Agreement between Uranium 308 Corp., Success Start Energy
      Investment Co. and Tooroibandi Limited, dated January 15,
      2008.10.5(7)
              
              Share
      Purchase Agreement between Uranium 308 Corp., Mongolia Energy Limited,
      Tooroibandi Limited, Mongolia Metals Limited and Hong Kong Mongolia Metals
      Limited, dated January 28, 2008.14.1(8)
              
              Code
      of Ethics.21
              
              List
      of Subsidiaries.31.1
              
              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 1350.32.2
              
              Certificate
      pursuant to 18 U.S.C. Section 1350.99.1(9)
              
              August
      7, 2008 letter to State Registration Office of Mongolia99.2(9)
              
              August
      7, 2008 letter to Foreign Investment and Foreign Trade Authority of
      Mongolia99.3(9)
              
              Claim
      filed with the Capital City Administrative Court, dated August 7, 2008, by
      Mongolia Energy Limited against the Foreign Trade Authority of Mongolia
      and the State Registration Office of Mongolia.99.4(9)
              
              Affidavit
      of Anthony Tam99.1(10)
              
              Claim
      filed by Lin Dong Hong against Mongolia Energy Limited on August 20,
      200899.2(10)
              
              Judge’s
      Directive, dated August 27,
2008





Notes:


(1)
            Previously
      filed as an exhibit to our Registration Statement on Form SB-2 filed on
      February 23, 2006, and incorporated herein by
  reference


(2)
            Previously
      filed as an exhibit to our Form 8-K filed on March 15, 2007, and
      incorporated herein by reference.


(3)
            Previously
      filed as an exhibit to our Form 8-K filed on July 5, 2007, and
      incorporated herein by reference.


(4)
            Previously
      filed as an exhibit to our Form 10-QSB filed on August 20, 2007, and
      incorporated herein by reference.


(5)
            Previously
      filed as an exhibit to our Form 8-K filed on October 1, 2007, and
      incorporated herein by reference.


(6)
            Previously
      filed as an exhibit to our Form 8-K filed on January 22, 2008, and
      incorporated herein by reference.


(7)
            Previously
      filed as an exhibit to our Form 8-K filed on February 6, 2008, and
      incorporated herein by reference.


(8)
            Previously
      filed as an exhibit to our Form 10-KSB filed on April 12, 2007, and
      incorporated herein by reference.


(9)
            Previously
      filed as an exhibit to our Form 8-K filed on August 27, 2008, and are
      incorporated herein by reference


(10)
            Previously
      filed as an exhibit to our Form 10-Q filed on November 14, 2008, and
      incorporated herein by
reference.


43











SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 14th day of
April, 2009.





URANIUM
      308 CORP.(Registrant)By:
              /s/ Dennis TanDennis
      TanPresident,
      Chief Executive Officer and
Director





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 Company and in the
capacities and on the dates indicated:





Signature
              Title
              Date/s/ Dennis
              President,
      Chief Executive Officer and Director
              April
      14, 2009TanDennis
      Tan/s/ Anthony
              Secretary,
      Treasurer and Director
              April
      14, 2009TamAnthony
      Tam/s/ Chris Metcalf
              Director
              April
      14, 2009Chris
      Metcalf/s/ Martin Shen
              Director
              April
      14, 2009Martin
      Shen/s/ Earl Abbott
              Director
              April
      14, 2009Earl
      Abbott


44


EXHIBIT
INDEX





Exhibit
      #
              
              Page#21
              List
      of Subsidiaries
              4731.1
              Certificate
      pursuant to Rule 13a-14(a).
              4831.2
              Certificate
      pursuant to Rule 13a-14(a).
              5032.1
              Certificate
      pursuant to 18 U.S.C. Section 1350.
              5232.2
              Certificate
      pursuant to 18 U.S.C. Section 1350.
              53




45