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,
2009.


or





o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from to _____________ to





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 ororganization)
                  
                  (I.R.S.
      Employer Identification
No.)




2808 Cowan Circle
                    89102Las Vegas, Nevada
                    (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.


o
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.


o
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              
o No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


o
Yes              
o 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.


o





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 o
                        Accelerated
      filer                      
      oNon-accelerated
      filer       o (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).


o
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.  61,894,467 shares X $0.03 per share =
$1,856,834.





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.


o
Yes              
o 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 9, 2010.









Table
of Contents





USE
      OF NAMES
                                                                                    
                                                                                    3CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
                                                                                    
                                                                                    3Part
      I
                                                                                    
                                                                                    4Item
      1. Business
                                                                                    
                                                                                    4Item
      1A. Risk Factors
                                                                                    
                                                                                    8Item
      2. Properties
                                                                                    
                                                                                    8Item
      3. Legal Proceedings
                                                                                    
                                                                                    17Item
      4. Submission of Matters to a Vote of Security Holders
                                                                                    
                                                                                    19Part
      II
                                                                                    
                                                                                    19Item
      5. Market For Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                                                                                    
                                                                                    19Item
      6. Selected Financial Data
                                                                                    
                                                                                    22Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
                                                                                    
                                                                                    22Item
      8. Financial Statements and Supplementary Data
                                                                                    
                                                                                    F-1Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                                                                                    
                                                                                    26Item
      9A. Controls and Procedures
                                                                                    
                                                                                    26Item
      9B. Other Information
                                                                                    
                                                                                    27Part
      III
                                                                                    
                                                                                    28Item
      10. Directors, Executive Officers, and Corporate
Governance
                                                                                    
                                                                                    28Item
      11. Executive Compensation
                                                                                    
                                                                                    32Item
      12. Security Ownership Of Certain Beneficial Owners And Management And
      Related Stockholder Matters
                                                                                    
                                                                                    35Item
      13. Certain Relationships And Related Transactions, and Director
      independence
                                                                                    
                                                                                    36Item
      14. Principal Accountant Fees And Services
                                                                                    
                                                                                    37Part
      IV
                                                                                    
                                                                                    38Item
      15. Exhibits, Financial Statements
                                                                                    
                                                                                    38SIGNATURES
                                                                                    
                                                                                    40Exhibit
      Index
                                                                                    
                                                                                    41




2




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.




3




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.





PART
I





ITEM
1. BUSINESS





Year
of Organization





Our
Company, Uranium 308 Corp., was incorporated in the State of Nevada on November
18, 2005, under the name Montagu Resources Corp.  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.





Corporate
Development and Business





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




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




4




(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.  Due to the actions taken by Mr. Lin Dong
Hong, a former director of the Company, MEL is no longer the registered owner of
100% of Tooroibandi and currently only holds 57.47% ownership of Tooroibandi as
registered with the State Registration Office in Mongolia.  Please see
Legal Proceedings for
more details about the actions taken by Mr. Lin Dong Hong and the legal
proceedings that have transpired.





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.  To date, the Company has paid
US$1,450,000 to Success Start and issued 5,000,000 shares of common stock of the
Company to Success Start.  The Company has not completed the
exploration program on the Tsagaan Chuluut property or the Khar Balgast property
as required by September 30, 2008, and therefore, the final remaining 5,000,000
shares of common stock of the Company that are to be issued to Success Start
have not been issued as the Company has not been able to determine if the
exploration results confirm the uranium mineralization calculations and survey
results of the properties covering the licenses that were prepared by a certain
Russian geologists in 1951 and 1954, which was a precondition to issuing the
final 5,000,000 shares.  Should this Asset Purchase Agreement be
cancelled or terminated, then the Company would have to transfer the licenses
back to Success Start, have the initial 5,000,000 shares issued to Success Start
cancelled and possibly risk not being able to have the initial US$1,450,000 paid
to Success Start returned to the Company.





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.




5




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.





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 exist 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.




6




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.





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 50% of his time or 20 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.




7




ITEM
1A. RISK FACTORS





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





ITEM
2. PROPERTIES





The
Company’s current principal office is located at 2808 Cowan Circle, 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
(which is in the process of being renewed), and 11317X 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 Urt, 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 licenses are for exploration and do
not allow any permanent development on the surface.  The two licenses
comprise the 196.38 sq. kilometers Janchivlan Property, which is located
approximately 70 kilometers southeast of Ulaanbaatar, the capital of
Mongolia.  Access to the property is via 35km of pavement and the
remainder of dirt roads.  However, as of the date of this Annual
Report, the Company only owns indirectly 57.47% of Tooroibandi due to the
actions taken by Mr. Lin Dong Hong, a former director of the
Company.  Please see “Item 3. Legal Proceedings”
for more details about the actions taken by Mr. Lin Dong Hong and the legal
proceedings that have transpired.





Regional
map Mongloia and the location of Janchivlan below.




8







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.  To date,
the Company has paid US$1,450,000 to Success Start and issued 5,000,000 shares
of common stock of the Company to Success Start.  The Company has not
completed the exploration program on the Tsagaan Chuluut property or the Khar
Balgast property as required by September 30, 2008, and therefore, the final
remaining 5,000,000 shares of common stock of the Company that are to be issued
to Success Start have not been issued as the Company has not been able to
determine if the exploration results confirm the uranium mineralization
calculations and survey results of the properties covering the licenses that
were prepared by a certain Russian geologists in 1951 and 1954, which was a
precondition to issuing the final 5,000,000 shares.  Should this Asset
Purchase Agreement be cancelled or terminated, then the Company would have to
transfer the licenses back to Success Start, have the initial 5,000,000 shares
issued to Success Start cancelled and possibly risk not being able to have the
initial US$1,450,000 paid to Success Start returned to the Company.




9




Janchivlan
Property





Project
Highlights


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





·
            4
      confirmed high value mineralization zones with total thickness of 21.1
      metres and 27 anomalous mineralized zones with total thickness of 161.45
      meters.  Drilling was conducted in 2008 in an effort to connect
      the mineralization intercepted and to hopefully develop a resource or
      reserve.  The analysis of this drilling is
    pending.





·
            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.





·
            Mineralization
      cutoff was established at 300ppm or 0.03% U3O8 concentration, which is
      equivalent to 0.60 pounds per ton.  This mineralization cutoff
      is an exploration target.  This mineralization cutoff matches a
      cost of $27/ton (at $45 per pound of U3O8) for mining, processing, and
      administration.




10




Janchivlan
property location map, Mongolia.










Below is
a map showing the outline of the licenses (Elstiin and Urt), the known target
areas (Target 1 through 6) and the area of present exploration activity (North
Block and South Block).  Coordinates are in GPS meters (Gauss-Kruger
system).




11









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
57.47% owned Mongolian subsidiary, Tooroibandi, which enhances the Company's
operational effectiveness in Mongolia.  These two exploration licenses
were issued by the Mongolian Mineral Resources & Petroleum Authority, which
is a federal government body.




12




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
mineralization ranging from 0.002% to 0.28% U3 O8 (Soviet
specifications).  The mineralized zones were divided into six target
areas for exploration purposes.  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
mineralization.  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 mineralized control structure,
has been mapped for 7 kilometers.  Current data indicates that uranium
mineralization zones 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,
if and when financial resources permit.





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 mineralization (cutoff mentioned above) was found in more than 35%
      of the total samples. 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 mineralization
      zones are open at both east and west
side.




13




·
            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.  Winter conditions of 2007-2008 stopped drilling
      for the season.





·
            In
      2008 the laboratory was changed to Activation Laboratories Inc. in
      Ontario, Canada in order to analyze for a full 61 element
      analyses.





·
            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.





Discussed
below are the diamond core drill holes of 2008:





Hole
UDH-08-01 was drilled at -45 degrees, S 15 degrees E to a total depth of 667
meters.  Significant radioactivity 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 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.




14




Hole
UDH-08-06, was drilled at -45 degrees, due North to a total depth of 530
meters.  Significant radioactivity 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 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.





Hole
EDH-08-02 was drill at -45 degrees, North 25 degrees East, seventy-nine meters
northeast of Hole EDH-08-01 and encountered I have no data
on this hole.





These six
holes in the South Block target and the two holes in the North Block target
complete our drilling for the time being.  The drilling program ceased
on September 27, 2008.  No quantitative uranium values are known for
the above radioactive zones at this time as the analytical results from the
laboratory are pending.





In the
North Block a radiometric surface survey of the soils was conducted over the
area drilled by EDH-08-01 and EDH-08-02.  The grid covered 71,500
square meter and was sampled on ten meter stations.  Anomalous values
indicated a zone of mineralization on the northeast corner of the survey
area.





Please be advised that
uranium minerals are not the only mineral that may be
radioactive.





Below is
a chart exhibiting the specification of the 2008 diamond core drill
holes.





JANCHIVLAN
      DRILLING2008
                                    
                                    UDH0801
                                    
                                    UDH0802
                                    
                                    UDH0803
                                    
                                    UDH0804
                                    
                                    UDH0805UTM
      East
                                    
                                    696858
                                    
                                    696827
                                    
                                    697002
                                    
                                    696520
                                    
                                    696420UTM
      North
                                    
                                    5279682
                                    
                                    5279806
                                    
                                    5279802
                                    
                                    5279661
                                    
                                    5279373Longitude
                                    
                                    E107°37'15.4''
                                    
                                    E107°37'14.1''
                                    
                                    E107°37'22.4''
                                    
                                    E107°36'59.2''
                                    
                                    E107°36'53.9''Latitude
                                    
                                    N47°38'26.1''
                                    
                                    N47°38'30.1''
                                    
                                    N47°38'29.8''
                                    
                                    N47°38'25.8''
                                    
                                    N47°38'16.6''Bearing
      (°)
                                    
                                    165
                                    
                                    165
                                    
                                    165
                                    
                                    180
                                    
                                    0Inclination
      (°)
                                    
                                    45
                                    
                                    45
                                    
                                    45
                                    
                                    45
                                    
                                    45TD
      (m)
                                    
                                    667.00
                                    
                                    504.90
                                    
                                    581.00
                                    
                                    418.00
                                    
                                    570.00




15




JANCHIVLAN
      DRILLING 2008
                      
                      UDH0806
                      
                      UDH0807
                      
                      EDH0801
                      
                      EDH0802UTM
      East
                      
                      696548
                      
                      696750
                      
                      696482
                      
                      696480UTM
      North
                      
                      5279668
                      
                      5279685
                      
                      5286379
                      
                      5286300Longitude
                      
                      E107°37'00.5''
                      
                      E107°37'10.2''
                      
                      E107°37'8.2''
                      
                      E107°37'8.0''Latitude
                      
                      N47°38'26.0''
                      
                      N47°38'26.3''
                      
                      N47°42'3.2''
                      
                      N47°42'0.7''Bearing
      (°)
                      
                      30
                      
                      165
                      
                      30
                      
                      30Inclination
      (°)
                      
                      45
                      
                      45
                      
                      45
                      
                      45TD
      (m)
                      
                      528.30
                      
                      273.50
                      
                      495.75
                      
                      515.85





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.





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 minerals including uranite and
torbernite.  The primary mineral, fluorite-sulphide-uraninite plus
coffinite, is widely intercepted at depth.





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.




16




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.  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.





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 were acquired in early
2008 and are located in the Khentay-Daur Metallogenitic Uranium Province as
described above under Geology for the Janchivlan Property.





The
Company does not consider the Tsagaan Chuluut & Khar Balgast properties as
material at this time as it has not complied with all of the obligations under
the Asset Purchase Agreement as explained above.  In addition, the
Company is considering on possibly cancelling or terminating such
agreement.  Therefore, all plans for this property have been placed on
hold.





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.





Summary
of Proceedings Involving Lin Dong Hong





Pursuant
to the closing of a share purchase agreement between Tooroibandi and MEL, dated
August 23, 2007 (the “Tooroibandi Share Purchase Agreement”), MEL acquired 100%
of Tooroibandi’s issued and outstanding capital.  To register the sale
and purchase of 100% of the issued and outstanding capital of Tooroibandi by MEL
with the Foreign Investment and Foreign Trade Agency of Mongolia (“FIFTA”) and
the State Registration Office (“SRO”) in the jurisdiction of the General
Department of National Taxation of Mongolia, on September 10, 2007, Mr. Anthony
Tam, a director and officer of MEL, executed a power of attorney (the “POA”)
authorizing Lin Dong Hong, the executive director of Tooroibandi, to sign and
execute all corporate documents on behalf of MEL in Mongolia as MEL believed
that Lin Dong Hong was in the best position to register the concluded
transaction.




17




Subsequently
and without the knowledge or consent of the board of directors or the
shareholders of MEL, Lin Dong Hong used this POA to complete two additional
registrations with FIFTA and SRO, including registrations that resulted in the
dilution of MEL’s 100% ownership in the capital of Tooroibandi by 42.53% (MEL is
still the registered owner of 57.47% of the issued and outstanding number of
shares of Tooroibandi) as follows:





(i)
            on
      June 9, 2008, Xinjiang Ridong Investment Mining Co. (“Xinjiang”), a
      Chinese company, which Lin Dong Hong either owns or represents, was
      registered as the owner of 20.53% of the capital of Tooroibandi;
      and





(ii)
            on
      August 5, 2008, Mo Qihua was registered as the owner of 22% of the capital
      of Tooroibandi.





On August
7, 2008, MEL filed a claim (“MEL’s Claim”) in the Capital City Administrative
Court of Mongolia (a court of first instance for administrative cases) to annul
the registrations made by SRO and FIFTA at the request of Lin Dong Hong that
resulted in Xinjiang acquiring 20.53% of the capital of Tooroibandi and
requesting that MEL be registered as the 100% shareholder of
Tooroibandi.  MEL’s Claim was based on the claim that the
registrations made by Lin Dong Hong were made pursuant to illegal documents
as:





(i)
            MEL
      did not hold a shareholder’s meeting authorizing Xinjiang’s
      acquisition;





(ii)
            MEL
      did not execute a shareholder’s resolution or founder’s agreement
      approving, Xinjiang’s acquisition;





(iii)
            in
      accordance with Mongolia’s Civil Code Article 64, the POA granted to Lin
      Dong Hong was not effective to transfer MEL’s assets because it was not
      signed by MEL’s accountant; and





(iv)
            the
      POA granted to Lin Dong Hong was limited to corporate matters within Lin
      Dong Hong’s scope as the executive director of
  Tooroibandi.





MEL’s
Claim was suspended pending the outcome of a civil claim by Lin Dong Hong
(discussed below) and has not been continued as of the date of this Form
10-K.  FIFTA has informed MEL’s authorized representatives that MEL
must proceed in the Capital City Administrative Court with MEL’s Claim and
receive court orders to reverse the actions taken by Lin Dong Hong.





A copy of
MEL’s Claim filed with the Capital City Administrative Court of Mongolia was
attached as Exhibit 99.3 to the Company’s 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 the MEL’s Claim and a copy of his affidavit was attached
as Exhibit 99.4 to the Company’s Form 8-K filed on August 27, 2008, and is
incorporated herein by reference.





Subsequent
to filing MEL’s Claim, the Company and MEL learned that MEL’s percentage
ownership in Tooroibandi had been further diluted on August 5, 2008, as a result
of the registration of Mo Qihua as the registered owner of 22% of the capital of
Tooriobandi.  As of the date of this Form 10-K, MEL has not commenced
legal action to annul Mo Qihua’s registration.





On August
20, 2008, Lin Dong Hong filed a civil claim against the authorized
representative of MEL in the Sukhbaatar District Court in Mongolia requesting
the court to declare that the registration by Lin Dong Hong of the acquisition
by MEL of 100% of Tooroibandi’s issued and outstanding capital was
invalid.  To register MEL’s acquisition of Tooroibandi, on September
12, 2007, Lin Dong Hong had used the POA to file a “right transferring contract”
instead of the originally executed Tooroibandi Share Purchase Agreement and Lin
Dong Hong now claimed that this “right transferring contract” was invalid
as:




18




(1)
            the
      “right transferring contract” for Tooroibandi violated articles 56 and 64
      of the Civil Code of Mongolia;





(2)
            in
      making the “right transferring contract”, Lin Dong Hong made a deal with
      only himself exercising an illegal right not authorized by MEL on
      September 10, 2007; and





(3)
            the
      POA issued by MEL to Lin Dong Hong authorized him only “to sign on
      relevant documents on behalf of the company” but Lin Dong Hong
      participated illegally and made the “right transferring contract” and
      violated the law by this act.





A
translated copy of the claim filed by Lin Dong Hong was attached as Exhibit 99.1
to the Company’s Form 10-Q filed on November 14, 2008, and is incorporated
herein by reference.





On
November 20, 2008, the Sukhbaatar District Court dismissed Lin Dong Hong’s claim
and subsequent appeals by Lin Dong Hong have also been dismissed.





ITEM
4. DELETED AND RESERVED





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 April 9, 2010, 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 April 9, 2010, is approximately 97.





Market
Information





The
Company’s Common Stock is traded on FINRA’s 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.





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:




19




Quarter
      Ended
                    
                    High
      ($)
                    
                    
                    Low
      ($)December
      31, 2009
                    
                    $
                    0.04
                    
                    
                    $
                    0.01September
      30, 2008
                    
                    $
                    0.05
                    
                    
                    $
                    0.01June
      30, 2008
                    
                    $
                    0.05
                    
                    
                    $
                    0.04March
      31, 2008
                    
                    $
                    0.05
                    
                    
                    $
                    0.04December
      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
                    
                    
                    $
                    1.06




On April
9, 2010, the Company’s Common Stock closed at a price of $0.02.





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, 2009, 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 tobe issued upon exerciseof outstanding options,warrants and rights
                            
                            
                            Weighted-averageexercise price ofoutstanding options,warrants and rights
                            
                            
                            Number of securities remainingavailable for future issuanceunder equity compensationplans (excluding securitiesreflected in column (a))(a)
                            
                            
                            (b)
                            
                            
                            (c)Equity
      compensation plans approved by security holdersEquity
      compensation plans not approved by security holders(1)
                            
                            4,850,000
      shares uponexercise of stock options
                            
                            
                            $
                            1.60 per share
                            
                            
                            5,150,000 stock optionsTotal
                            
                            
                            4,850,000
                            
                            
                            $
                            1.60
                            
                            
                            
                            5,150,000





Notes:


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




20




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.




21




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, 2009, 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.





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 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.




22




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.





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.




23






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.





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





At
December 31, 2009, we had a working capital deficiency of $18,096,095, whereas
at December 31, 2008, we had a working capital deficiency of
$17,529,850.  At December 31, 2009, our total assets were $86,912,533
and consisted of cash and cash equivalents of $3,403, prepaid expenses and
deposits of $57,882, computer and office equipment of $9,290, field equipment of
$6,405, vehicle and transport assets of $4,816, mineral property assets of
$72,450,000, investment in affiliated company of $14,400,000, less accumulated
depreciation of $19,263 compared to assets with a value of $87,049,245 at
December 31, 2008.


24





Results
of Operation





Fiscal
Year Ended December 31, 2009





Stock based
compensation: Stock based compensation expenses were $2,053,421 and
$5,942,842 for the fiscal years ended December 31, 2009 and 2008,
respectively.





Geological
exploration: Geological exploration expenses were $Nil and $1,727,150 for
the fiscal years ended December 31, 2009 and 2008, respectively, as the Company
did not undertake any geological exploration during the fiscal year ended
December 31, 2009.





General and administrative
fees: General and administrative expenses were $474,394 and $947,089 for
the fiscal years ended December 31, 2009 and 2008, respectively.





Professional fees:
Professional fees were $66,108 and $265,049 for the fiscal years ended December
31, 2009 and 2008, respectively. This decrease was due to the decreased
activity of the Company during the fiscal year ended December 31,
2009.





Depreciation:
Depreciation expenses were $91 and $16,323 for the fiscal years ended December
31, 2009 and 2008, respectively.





Net Loss: Net loss
was $2,594,014 and $8,940,527 for the fiscal years ended December 31, 2009 and
2008, respectively. This decrease in net loss of $6,346,513 resulted primarily
from an decrease in stock-based compensation expenses, geological exploration
expenses, general and administrative expenses and professional fees of the
Company during the fiscal year ended December 31, 2009.





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.




25




ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 
  
 Report
      of Registered Independent Auditors
              F-2Consolidated
      Financial Statements-Consolidated
      Balance Sheets as of December 31, 2009, and 2008
              F-3Consolidated
      Statements of Operations and Comprehensive (Loss) for the Years Ended
                December
      31, 2009, 2008 and Cumulative from Inception
              F-4Consolidated
      Statements of Stockholders’ Equity for the Years Ended
                December
      31, 2009, 2008, and Cumulative from Inception
              F-5Consolidated
      Statements of Cash Flows for the Years Ended
                December
      31, 2009, 2008, and Cumulative from Inception
              F-6Notes
      to Consolidated Financial Statements December 31, 2009, and
      2008
              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 sheets of Uranium 308 Corp. (a
Nevada corporation in the exploration stage) and subsidiaries as of December 31,
2009, and 2008, and the related consolidated statements of operations and
comprehensive (loss), stockholders’ equity, and cash flows for each of the two
years in the period ended December 31, 2009, and cumulative from inception
(November 18, 2005) through December 31, 2009.  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 audits.
 
 We
conducted our audits 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 audits to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement.  he Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audits 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 audits provide 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. and
subsidiaries as of December 31, 2009, and 2008, and the results of their
operations and their cash flows for the periods then ended, and cumulative from
inception (November 18, 2005) through December 31, 2009, 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 2
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, 2009, and 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 2 to the financial
statements.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 As
discussed in Note 3 to the consolidated financial statements, an error in the
determination of the fair value of the issuance of 12,000,000 shares of common
stock in connection with a Share Purchase Agreement between the Company and
Mongolia Metals Limited whereby the Company acquired a 10 percent interest in
Mongolia Metals Limited, which amounted to $14,384,928, and in the recording of
additional paid-in capital in the amount of $14,384,928, were determined by
management of the Company.  According, the consolidated financial
statements as of and for the period ended December 31, 2008, have been restated
to correct the error.
 
 Respectfully
submitted,
 
 /s/ Davis
Accounting Group P.C.
 
 Cedar
City, Utah,
 March 30,
2010.
  F-2
  URANIUM
      308 CORP. AND SUBSIDIARIES(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      BALANCE SHEETS (NOTE 2)AS
      OF DECEMBER 31, 2009, AND 2008 (NOTE 3)
  (RESTATED)
  ASSETS2009
                
                
                2008
      (Restated)Current
      Assets:Cash
      and cash equivalents
                
                $
                3,403
                
                
                $
                28,997Prepaid
      expenses and deposit
                
                
                57,882
                
                
                
                168,908Total
      current assets
                
                
                61,285
                
                
                
                197,905Property
      and Equipment:Computer
      and office equipment
                
                
                9,290
                
                
                
                9,290Field
      equipment
                
                
                6,405
                
                
                
                6,405Vehicles
                
                
                4,816
                
                
                
                4,81620,511
                
                
                
                20,511Less
      - Accumulated depreciation
                
                
                (19,263
                )
                
                
                (19,171
                )Net
      property and equipment
                
                
                1,248
                
                
                
                1,340Other
      Assets:Mineral
      property licenses
                
                
                72,450,000
                
                
                
                72,450,000Investment
      in affiliated company - 10% equity interest
                
                
                14,400,000
                
                
                
                14,400,000Total
      other assets
                
                
                86,850,000
                
                
                
                86,850,000Total
      Assets
                
                $
                86,912,533
                
                
                $
                87,049,245LIABILITIES AND
      STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable - Trade
                
                $
                1,121,757
                
                
                $
                1,118,034Accrued
      liabilities
                
                
                125,294
                
                
                
                39,103Contract
      payable - Mineral properties contract
                
                
                14,200,000
                
                
                
                14,200,000Loans
      from stockholders
                
                
                2,109,599
                
                
                
                1,985,888Due
      to related parties
                
                
                600,730
                
                
                
                384,730Total
      current liabilities
                
                
                18,157,380
                
                
                
                17,727,755Total
      liabilities
                
                
                18,157,380
                
                
                
                17,727,755Commitments
      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 issued and outstandingin
      2009 and 2008, respectively
                
                
                1,059
                
                
                
                1,059Additional
      paid-in capital
                
                
                83,042,515
                
                
                
                80,989,094Donated
      capital
                
                
                14,625
                
                
                
                14,625Other
      accumulated comprehensive income (loss)
                
                
                (2,240
                )
                
                
                23,504(Deficit)
      accumulated during the exploration stage
                
                
                (14,300,806
                )
                
                
                (11,706,792
                )Total
      stockholders' equity
                
                
                68,755,153
                
                
                
                69,321,490Total
      Liabilities and Stockholders' Equity
                
                $
                86,912,533
                
                
                $
                87,049,245
 
 The
accompanying notes to consolidated financial statements are
 an
integral part of these consolidated statements.
  F-3
  URANIUM
      308 CORP. AND SUBSIDIARIES(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) (NOTE
  2)FOR
      THE YEARS ENDED DECEMBER 31, 2009, AND 2008, ANDCUMULATIVE
      FROM INCEPTION (NOVEMBER 18, 2005)THROUGH
      DECEMBER 31, 2009 (NOTE 3)
  CumulativeYears
      Ended
                
                
                FromDecember
      31,
                
                
                Inception2009
                
                
                2008
      (Restated)
                
                
                (Restated)Revenues
                
                $
                -
                
                
                $
                -
                
                
                $
                -Expenses:Stock-based
      compensation
                
                
                2,053,421
                
                
                
                5,942,842
                
                
                
                9,171,947Geological
      exploration
                
                
                -
                
                
                
                1,727,150
                
                
                
                2,457,216General
      and administrative
                
                
                474,394
                
                
                
                947,089
                
                
                
                2,045,256Professional
      fees
                
                
                66,108
                
                
                
                265,049
                
                
                
                556,780Depreciation
                
                
                91
                
                
                
                16,323
                
                
                
                19,262Donated
      services
                
                
                -
                
                
                
                -
                
                
                
                9,750Donated
      rent
                
                
                -
                
                
                
                -
                
                
                
                4,875Impairment
      of mineral property costs
                
                
                -
                
                
                
                -
                
                
                
                3,542Total
      general and administrative expenses
                
                
                2,594,014
                
                
                
                8,898,453
                
                
                
                14,268,628(Loss)
      from Operations
                
                
                (2,594,014
                )
                
                
                (8,898,453
                )
                
                
                (14,268,628
                )Other
      Income
                
                
                -
                
                
                
                (42,074
                )
                
                
                (32,178
                )Provision
      for income taxes
                
                
                -
                
                
                
                -
                
                
                
                -Net
      (Loss)
                
                $
                (2,594,014
                )
                
                $
                (8,940,527
                )
                
                $
                (14,300,806
                )Comprehensive
      (Loss):Foreign
      currency translation
                
                
                (25,744
                )
                
                
                20,861
                
                
                
                (2,240
                )Total
      Comprehensive (Loss)
                
                $
                (2,619,758
                )
                
                $
                (8,919,666
                )
                
                $
                (14,303,046
                )(Loss)
      Per Common Share:(Loss)
      per common share - Basic and Diluted
                
                $
                (0.02
                )
                
                $
                (0.09
                )Weighted
      Average Number of Common SharesOutstanding
      - Basic and Diluted
                
                
                105,894,467
                
                
                
                104,085,915
   The
accompanying notes to consolidated financial statement is
 an
integral part of this consolidated statement.
  F-4
  URANIUM
      308 CORP. AND SUBSIDIARIES(AN
      EXPLORATION STAGE COMPANY)CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 2)FOR
      THE YEARS ENDED DECEMBER 31, 2009, AND 2008, AND
  CUMULATIVEFROM
      INCEPTION (NOVEMBER 18, 2005) THROUGH DECEMBER 31,
  2009
  (Deficit)Accumulated
                
                
                AccumulatedAdditional
                
                
                
                
                
                Other
                
                
                During
      theCommon
      Stock
                
                
                Paid-in
                
                
                Donated
                
                
                Comprehensive
                
                
                ExplorationDescription
                
                Shares
                
                
                Amount
                
                
                Capital
                
                
                Capital
                
                
                Income
      (Loss)
                
                
                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
                
                
                
                14,399,880
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                14,400,000Common
      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
                
                
                
                80,989,094
                
                
                
                14,625
                
                
                
                23,504
                
                
                
                (11,706,792
                )
                
                
                69,321,490Stock-based
      compensation
                
                
                -
                
                
                
                -
                
                
                
                2,053,421
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2,053,421Foreign
      currency translation
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (25,744
                )
                
                
                -
                
                
                
                (25,744
                )Net
      (loss) for the period
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,594,014
                )
                
                
                (2,594,014
                )Balance
      - December 31, 2009
                
                
                105,894,467
                
                
                $
                1,059
                
                
                $
                83,042,515
                
                
                $
                14,625
                
                
                $
                (2,240
                )
                
                $
                (14,300,806
                )
                
                $
                68,755,153
   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, 2009, AND 2008, ANDCUMULATIVE
      FROM INCEPTION (NOVEMBER 18, 2005) (NOTE
3)
  CumulativeYears
      Ended
                
                
                FromDecember
      31,
                
                
                Inception2009
                
                
                2008
      (Restated)
                
                
                (Restated)Operating
      Activities:Net
      (loss)
                
                $
                (2,594,014
                )
                
                $
                (8,940,527
                )
                
                $
                (14,300,806
                )Adjustments
      to reconcile net (loss) to net cash(used
      in) provided by operating activities:Depreciation
                
                
                92
                
                
                
                36,964
                
                
                
                39,904Donated
      services and rent
                
                
                -
                
                
                
                -
                
                
                
                14,625Impairment
      of mineral properties
                
                
                -
                
                
                
                -
                
                
                
                (3,400
                )Stock-based
      compensation
                
                
                2,053,421
                
                
                
                5,942,842
                
                
                
                7,996,263Loss
      on disposition of fixed assets
                
                
                -
                
                
                
                42,100
                
                
                
                42,100Changes
      in net liabilities-Prepaid
      expenses and deposit
                
                
                111,026
                
                
                
                (48,550
                )
                
                
                (57,882
                )Accounts
      payable and accrued liabilities
                
                
                89,914
                
                
                
                739,905
                
                
                
                1,247,051Net
      Cash Provided by (Used in) Operating Activities
                
                
                (339,561
                )
                
                
                (2,227,266
                )
                
                
                (5,022,145
                )Investing
      Activities:Purchases
      of property and equipment
                
                
                -
                
                
                
                -
                
                
                
                (79,710
                )Acquisition
      of 10 percent interest in affiliated company
                
                
                -
                
                
                
                (1,450,000
                )
                
                
                (1,450,000
                )Acquisition
      of mineral licenses
                
                
                -
                
                
                
                -
                
                
                
                (4,550,142
                )Net
      Cash (Used in) Investing Activities
                
                
                -
                
                
                
                (1,450,000
                )
                
                
                (6,079,852
                )Financing
      Activities:Issuance
      of common stock for cash
                
                
                -
                
                
                
                82,500
                
                
                
                7,362,061Issuance
      of common stock for finder's fee
                
                
                -
                
                
                
                (15,000
                )
                
                
                (144,750
                )Issuance
      of common stock for ownership interest
                
                
                -
                
                
                
                1,180,000
                
                
                
                1,180,000Loans
      from stockholders
                
                
                123,711
                
                
                
                1,985,888
                
                
                
                2,109,599Due
      to related parties
                
                
                216,000
                
                
                
                297,995
                
                
                
                600,730Net
      Cash Provided by Financing Activities
                
                
                339,711
                
                
                
                3,531,383
                
                
                
                11,107,640Effect
      of Other Comprehensive Incomeon
      Cash and Cash Equivalents
                
                
                (25,744
                )
                
                
                20,861
                
                
                
                (2,240
                )Net
      (Decrease) Increase in Cash and Cash Equivalents
                
                
                (25,594
                )
                
                
                (125,022
                )
                
                
                3,403Cash
      and Cash Equivalents - Beginning of Period
                
                
                28,997
                
                
                
                154,019
                
                
                
                -Cash
      and Cash Equivalents - End of Period
                
                $
                3,403
                
                
                $
                28,997
                
                
                $
                3,403Supplemental
      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, 2009, AND 2008, AND
 CUMULATIVE
FROM INCEPTION (NOVEMBER 18, 2005) (NOTE 3)
 
 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
November 28, 2007, the Company granted 7,300,000 stock options to acquire alike
number of shared of common stock to its Directors, consultants, and an officers
with the exercise price of $1.60 per share. The fair value of the stock option
is $1.53 base on Black-Scholes Option Pricing Model on the grant date, and will
be vested equally over 19 months from the initial vesting date. During the year
ended December 31, 2008, 2,200,000 stock options were cancelled.
 
 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
$14,400,000.
 
 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 a nd
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, 2009, AND 2008
  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, is in the exploration stage.  On July 2,
2007, the Company completed a merger with its wholly owned subsidiary, Uranium
308 Corp., which was incorporated in the State of Nevada on June 12, 2007,
solely to effect a name change.  As a result, 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 the Company, Mongolia Energy Limited
(“MEL”), and all of the stockholders of MEL.  MEL is the sole
stockholder/registered capital owner of Tooroibandi Limited, a company organized
under the laws of Mongolia.  As a result of the Share Purchase
Agreement, 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
 
 The
accompanying 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.  In addition,
the accompanying 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.
 
 Revenue
Recognition
 
 Uranium
308 is in the exploration stage and has yet to realize revenues from
operations.  Once the Company has commenced operations, it will
recognize revenues when delivery of its product has occurred provided there is
persuasive evidence of an agreement, acceptance has been approved by its
customers, the fee is fixed or determinable based on the completion of stated
terms and conditions, and collection of any related receivable is
probable.
  F-8
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  Basic
and Diluted Net Income (Loss) Per Share
 
 Uranium
308 computes net income (loss) per share in accordance with FASB ASC 260, “Earnings per Share” (“SFAS
No. 128”).  FASB ASC 260 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 FASB ASC 740, “Accounting for Income
Taxes.”  Under FASB ASC 740-10-25, 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.
 
 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, 2009, and 2008, 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, 2009, and 2008, and cumulative from inception, Uranium
308 has not incurred a loss relating to this concentration of credit
risk.
  F-9
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  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.  The Company assesses the
carrying costs for impairment under FASB ASC 360 “Accounting for Impairment or
Disposal of Long Lived Assets,” 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:
 
 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 FASB ASC 360, 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.
  F-10
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 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, 2009, and 2008, and cumulative from inception, no
events requiring an impairment loss occurred.
 
 Use
of Estimates
 
 The
preparation of consolidated 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.
 
 Comprehensive
Income
 
 Uranium
308 has adopted Statement of FASB ASC 220 “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 FASB ASC 830, “Foreign Currency
Translation,” 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).
  F-11
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  Stock-based
Compensation
 
 Uranium
308 records stock based compensation in accordance with FASB ASC 718, “Share-Based Payments.” 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 total of
5,100,000 stock options to its Directors and consultants as of December 31,
2009.
  2.
                Exploration
      Stage Activities and Going
Concern
 
 During
the period from inception through December 31, 2009, 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 that 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, 2009, Uranium 308 had accumulated
losses since inception of $14,300,806.  These and other 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 as 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.
              Restatement
 
 Subsequent
to December 31, 2008, management of the Company determine that the fair value of
12,000,000 shares of common stock that were issued in connection with a Share
Purchase Agreement between the Company and Mongolia Metals Limited (“MML”) for
the acquisition of a 10 percent interest in MML, was understated by
$14,384,928.  (See Note 7 for additional information).  The
Company corrected the error by increasing the investment in affiliated company
by $14,384,928 to the amount of $14,400,000 (the determined fair value of the
common stock issued), and increased additional paid-in capital by the same
amount as presented in the accompanying consolidated financial
statements.  The impact of the adjustment increased the investment in
affiliated company and additional paid-in capital by the same amount,
$14,384,928, and had no impact on net (loss) and comprehensive (loss) for the
periods ended December 31, 2009, and 2008.  (Loss) per share – basic
and diluted for the period remained unchanged.
  F-12
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 4.
              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, 2009, Uranium 308 was indebted to a related-party company in the
amount of $600,730 (December 31, 2008 - $384,730), which is non-interest
bearing, unsecured, and due upon demand.
 
 For the
year ended December 31, 2009, the Company paid Mr. Dennis Tan, the president and
CEO of Uranium 308, $60,000, and as of December 31, 2009, owed him $230,000, as
consulting fees payable (included in accounts payable-trade in the accompanying
consolidated balance sheets) in accordance with the Consulting Agreement
between Dennis Tan and Uranium 308, dated July 24, 2007.
 
 For the
year ended December 31, 2009, the Company paid Mr. Michael Tan, the brother of
the president and CEO of Uranium 308, $48,000, and as of December 31, 2009, owed
him $184,000, as consulting fees payable (included in accounts payable-trade in
the accompanying consolidated balance sheets) in accordance with the
Consulting Agreement between Michael Tan and Uranium 308, dated July 24,
2007.
 
 5.
              Loans
      from Stockholders
 
 As of
December 31, 2009, Uranium 308 had received a total of $2,109,599 (December 31,
2008 – $1,985,888) as loans from three stockholders.  The loans from
stockholders are unsecured, non-interest bearing, and have no stated terms of
repayment.
 
 6.
              Mineral Properties and
      Licenses
 
 In
November 2005, Uranium 308, through its former president and Director, acquired
100 percent 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.
  F-13
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 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.  As of
December 31, 2009, the Company owed $14,200,000 (consisting of $7,650,000 as the
value related to 5,000,000 shares of common stock remaining to be issued, and
$6,550,000 in cash due) to Success Start in connection with the Asset Purchase
Agreement.
 
 7.
              Purchase
      of 10 Percent Interest in Affiliated
Company
 
 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 with a value of $14,400,000 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.
  F-14
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 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.
 
 8.
              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.
 
 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.
  F-15
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 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 percent 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.
 
 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.
  F-16
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 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 percent ownership interest in MML in exchange for the issuance of
12,000,000 shares of common stock of Uranium 308.  The value of the
transaction was $14,400,000, which has been classified as an investment in an
affiliated company in the accompanying consolidated balance sheets.
 
 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.
 
 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, 2009, total issued and outstanding shares of common stock increased
to 105,894,467 shares.
 
 9.
              Stock-based
      Compensation
 
 During
the years ended December 31, 2009 and 2008, the amounts of $2,053,421 and
$5,942,842, respectively, of stock option compensation expense were
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 percent 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.  During the year ended
December 31, 2009, 250,000 stock options were cancelled because one director
resigned.
  F-17
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 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
                
                
                $
                1.53Stock
      Option Issued
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1.60
                
                
                
                1.53Stock
      Option Cancelled
                
                
                (250,000
                )
                
                
                -
                
                
                
                (250,000
                )
                
                
                1.60
                
                
                
                1.53Balance
      - December 31, 2009
                
                
                4,250,000
                
                
                
                600,000
                
                
                
                4,850,000
                
                
                $
                1.60
                
                
                $
                1.53
 
 Compensation
costs related to options that vest in the future will be recognized as the
related options vest.
 
 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:
 Volatility:
              
              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.
 
 10.
              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.
  F-18
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  On July
17, 2009, Mr. Chris Metcalf resigned as a Director of Uranium 308
Corp.
 
 On
November 12, 2009, Mr. Martin Shen resigned as a Director of Uranium 308
Corp.
 
 11.
              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 $14,300,806 which begin to expire in
2029.  Pursuant to FASB ASC 740, 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.
 
 For the
years ended December 31, 2009, and 2008, the provision for income taxes
consisted of the following (assuming an effective tax rate of 15
percent):
  Years
      EndedDecember
      31,2009
                
                
                2008Current
      Tax Provision:Federal
      and state-Taxable
      income
                
                $
                -
                
                
                $
                -Total
      current tax provision
                
                $
                -
                
                
                $
                -Deferred
      Tax Provision:Federal
      and state-Loss
      carryforwards
                
                $
                389,102
                
                
                $
                331,695Change
      in valuation allowance
                
                
                (389,102
                )
                
                
                (331,695
                )Total
      deferred tax provision
                
                $
                -
                
                
                $
                -
  As of
December 31, 2009, and 2008, deferred tax assets consisted of the
following:
 
 2009
                
                
                2008Loss
      carryforwards
                
                $
                2,145,121
                
                
                $
                1,756,019Less
      - Valuation allowance
                
                
                (2,145,121
                )
                
                
                (1,756,019
                )Total
      net deferred tax assets
                
                $
                -
                
                
                $
                -
  F-19
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  12.
              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.  At the end of
February 2009, Uranium 308 terminated the office lease agreement.
 
 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
percent 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.
 
 In early
September 2008, MEL discovered that Lin Dong Hong allegedly fraudulently
transferred an additional 22 percent 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 March 29, 2009, the matter is
still pending before the Board of Directors of the Company.
  F-20
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 13.
              Recently
      Issued Accounting Pronouncements
 
 On
December 4, 2007, the FASB issued FASB Statement No. 160, (FASB ASC 810-10)
“Noncontrolling Interests in
Consolidated Financial Statements – an amendment of ARB No.
51.”  SFAS No. 160 (FASB ASC 810-10) establishes new accounting
and reporting standards for the noncontrolling interest in a subsidiary and for
the deconsolidation of a subsidiary.  Specifically, this statement
requires the recognition of a noncontrolling interest (minority interest) as
equity in the consolidated financial statements and separate from the parent’s
equity.  The amount of net income attributable to the noncontrolling
interest will be included in consolidated net income on the face of the income
statement.  SFAS No. 160 (FASB ASC 810-10) clarifies that changes in a
parent’s ownership interest in a subsidiary that do not result in
deconsolidation are equity transactions if the parent retains its controlling
financial interest.  In addition, this statement requires that a
parent recognize a gain or loss in net income when a subsidiary is
deconsolidated.  Such gain or loss will be measured using the fair
value of the noncontrolling equity investment on the deconsolidation
date.  SFAS No. 160 (FASB ASC 810-10) also includes expanded
disclosure requirements regarding the interests of the parent and its
noncontrolling interest.
 
 SFAS No.
160 (FASB ASC 810-10) is effective for fiscal years, and interim periods within
those fiscal years, beginning on or after December 15, 2008.  Earlier
adoption is prohibited.  The management of Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.
 
 In March
2008, the FASB issued FASB Statement No. 161, (FASB ASC 815) “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement
133.”  SFAS No. 161 (FASB ASC 815) 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, SFAS
No. 161 (FASB ASC 815) 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.
  F-21
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 SFAS No.
161 (FASB ASC 815) is effective for fiscal years and interim periods beginning
after November 15, 2008.  Earlier application is
encouraged.  The management of Company does not expect the adoption of
this pronouncement to have a material impact on its financial
statements.
 
 On May 9,
2008, the FASB issued FASB Statement No. 162, (FASB ASC 105) “The Hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 (FASB ASC 105) is
intended to improve financial reporting by identifying a consistent framework,
or hierarchy, for selecting accounting principles to be used in preparing
financial statements that are presented in conformity with U.S. generally
accepted accounting principles (“GAAP”) for nongovernmental
entities.
 
 Prior to
the issuance of SFAS No. 162 (FASB ASC 105), GAAP hierarchy was defined in the
American Institute of Certified Public Accountants (“AICPA”) Statement on
Auditing Standards (“SAS”) No. 69, “The Meaning of Present Fairly in
Conformity with Generally Accept Accounting Principles.”  SAS
No. 69 has been criticized because it is directed to the auditor rather than the
entity.  SFAS No. 162 (FASB ASC 105) addresses these issues by
establishing that the GAAP hierarchy should be directed to entities because it
is the entity (not the auditor) that is responsible for selecting accounting
principles for financial statements that are presented in conformity with
GAAP.
 
 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.
  F-22
 URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  SFAS No.
162 (FASB ASC 105) is effective 60 days following the SEC’s approval of the
Public Company Accounting   Oversight Board amendment to its
authoritative literature.  It is only effective for nongovernmental
entities; therefore, the GAAP hierarchy will remain in SAS 69 for state and
local governmental entities and federal governmental entities.  The
management of Company does not expect the adoption of this pronouncement to have
a material impact on its financial statements.
 
 On May
26, 2008, the FASB issued FASB Statement No. 163, (FASB ASC 944)“Accounting for Financial Guarantee
Insurance Contracts.”  SFAS No. 163 (FASB ASC 944) 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 (FASB ASC 944) 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 (FASB ASC 944)
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.
 
 SFAS No.
163 (FASB ASC 944) 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 (FASB ASC 944).  Except for those
disclosures, earlier application is not permitted.  The management of
Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
 
 On May
22, 2009, the FASB issued FASB Statement No. 164, (FASB ASC 958) “Not-for-Profit Entities: Mergers and
Acquisitions”.  SFAS No. 164 (FASB ASC 958) is intended to
improve the relevance, representational faithfulness, and comparability of the
information that a not-for-profit entity provides in its financial reports about
a combination with one or more other not-for-profit entities, businesses, or
nonprofit activities.  To accomplish that, this Statement establishes
principles and requirements for how a not-for-profit entity:
 
 a.
              Determines
      whether a combination is a merger or an
  acquisition.
 b.
              Applies
      the carryover method in accounting for a
merger.
 c.
              Applies
      the acquisition method in accounting for an acquisition, including
      determining which of the combining entities is the
    acquirer.
 d.
              Determines
      what information to disclose to enable users of financial statements to
      evaluate the nature and financial effects of a merger or an
      acquisition.
  F-23
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
 This
Statement also improves the information a not-for-profit entity provides about
goodwill and other intangible assets after an acquisition by amending FASB
Statement No. 142, Goodwill
and Other Intangible Assets, to make it fully applicable to
not-for-profit entities.
 
 SFAS No.
164 (FASB ASC 958) is effective for mergers occurring on or after December 15,
2009, and acquisitions for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2009.  Early application is prohibited.  The management
of Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.
 
 On May
28, 2009, the FASB issued FASB Statement No. 165, (FASB ASC 855) “Subsequent
Events.”  SFAS No.  165 (FASB ASC 855) establishes
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.  Specifically, Statement 165 (FASB ASC 855)
provides:
 
 1.
              The
      period after the balance sheet date during which management of a reporting
      entity should evaluate events or transactions that may occur for potential
      recognition or disclosure in the financial
  statements.
 2.
              The
      circumstances under which an entity should recognize events or
      transactions occurring after the balance sheet date in its financial
      statements.
 3.
              The
      disclosures that an entity should make about events or transactions that
      occurred after the balance sheet
date.
 
 In
accordance with this Statement, an entity should apply the requirements to
interim or annual financial periods ending after June 15, 2009.  The
adoption of this pronouncement did not have a material impact on the financial
statements of the Company.
 
 In June
2009, the FASB issued FASB Statement No. 166, (FASB ASC 860) “Accounting for Transfers of
Financial Assets- an amendment of FASB Statement No,
140.”  SFAS No. 166 (FASB ASC 860) is a revision to SFAS
No. 140 “Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities” and will require more information about transfers of
financial assets, including securitization transactions, and where companies
have continuing exposure to the risks related to transferred financial
assets.  It eliminates the concept of a “qualifying special-purpose
entity,” changes the requirements for derecognizing financial assets, and
requires additional disclosures.
  This
statement is effective for financial asset transfers occurring after the
beginning of an entity's first fiscal year that begins after November 15,
2009.  The management of the Company does not expect the adoption of
this pronouncement to have material impact on its financial
statements.
 
 In June
2009, the FASB issued FASB Statement No. 167, (FASB ASC 810) "Amendments to FASB Interpretation
No. 46(R).”  SFAS No. 167 (FASB ASC 810) amends certain
requirements of FASB Interpretation No. 46(R), “Consolidation of Variable
Interest Entities” and changes how a company determines when an entity that is
insufficiently capitalized or is not controlled through voting (or similar
rights) should be consolidated.  The determination of whether a
company is required to consolidate an entity is based on, among other things, an
entity’s purpose and design and a company’s ability to direct the activities of
the entity that most significantly impact the entity’s economic
performance.
  F-24
  URANIUM
308 CORP. AND SUBSIDIARIES
 (AN
EXPLORATION STAGE COMPANY)
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2009, AND 2008
  This
statement is effective as of the beginning of each reporting entity’s first
annual reporting period that begins after November 15, 2009.  The
management of the Company does not expect the adoption of this pronouncement to
have material impact on its financial statements.
 
 In June
2009, the FASB issued FASB Statement No. 168, (FASB ASC 105) "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162.”  SFAS No. 168 (FASB ASC
105) establishes the FASB Accounting Standards Codification (the "Codification")
to become the single official source of authoritative, nongovernmental U.S.
generally accepted accounting principles (“GAAP”).  The Codification
did not change GAAP but reorganizes the literature.
  SFAS No.
168 (FASB ASC 105) is effective for interim and annual periods ending after
September 15, 2009.  The adoption of this pronouncement did not have a
material impact on the financial statements of the Company.
 
 14.
              Subsequent
      Event
 
 As a
result of the resignation of Mr. Martin Shen as a Director of the Company, on
February 12, 2010, 250,000 stock options were cancelled.




F-25





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





Davis
Accounting Group, P.C., of 1957 West Royal Hunte Drive, Suite 150, Cedar City,
Utah 84720 is the principal independent accountant for the
Company.  During the Company’s two most recent fiscal years, the
Company has not changed its principal independent accountant.





ITEM
9A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures.  Under the direction of our Chief Executive Officer,
we evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) there continue to be material
weaknesses in the Company’s internal controls over financial reporting, that the
weaknesses constitute a “deficiency” and that this deficiency could result in
misstatements of the foregoing accounts and disclosures that could result in a
material misstatement to the financial statements for the period covered by this
report that would not be detected, and (ii) accordingly, our disclosure controls
and procedures were not effective as of December 31, 2009.





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 the Company 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 the Company and our consolidated subsidiaries are being made
only in accordance with authorizations of management and directors of the
Company 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 the Company and our
consolidated subsidiaries that could have a material effect on the financial
statements.


26





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.





As of
December 31, 2009 management, with the participation of our principal executive
officer and principal financial officer, assessed the effectiveness of our
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO") and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below.  This was due to deficiencies that existed in
the design or operation of our internal controls over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.





The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our Board of Directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2009.





Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results.  However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our Board of Directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.





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.


27





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, 2010:





Name
              
              Age
              
              Positions and Offices HeldDennis
      Tan(1)
              
              39
              
              President,
      Chief Executive Officer and directorAnthony
      Tam(2)
              
              51
              
              Secretary,
      Treasurer and a DirectorDavid
      Lorge(3)
              
              63
              
              Vice
      President of ExplorationEarl
      Abbott(4)
              
              68
              
              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.
      Lorge was appointed Vice President of Exploration of the Company on
      November 7, 2007.


(4)
            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 39) 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 51) 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.


28





David Lorge(age 63) 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.





Dr. Earl W. Abbott (age 68)
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 Proceedings”above 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.


29





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, 2009, all Section 16(a)
filing requirements applicable to its directors, executive officers, and greater
than ten percent beneficial owners were complied with.





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 (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 2808 Cowan Circle, Las Vegas,
NV  89102.


30





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 and Earl
Abbott).  Mr. Abbott is the sole independent member 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.





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 revenues to date.





Nomination
Committee





At the
present time, we do not have a nomination committee.  We intend to
adopt a nomination committee in the future.





When
evaluating director nominees, our directors consider the following
factors:





·
            the
      appropriate size of our Board of
Directors;


·
            our
      needs with respect to the particular talents and experience of our
      directors;


·
            the
      knowledge, skills and experience of nominees, including experience in
      finance, administration or public service, in light of prevailing business
      conditions and the knowledge, skills and experience already possessed by
      other members of the Board;


·
            experience
      in political affairs;


·
            experience
      with accounting rules and practices;
and


·
            the
      desire to balance the benefit of continuity with the periodic injection of
      the fresh perspective provided by new Board
  members.





Our goal
is to assemble a Board that brings together a variety of perspectives and skills
derived from high quality business and professional experience.  In
doing so, the Board will also consider candidates with appropriate non-business
backgrounds.





Other
than the foregoing, there are no stated minimum criteria for director nominees,
although the Board may also consider such other factors as it may deem are in
our best interests as well as our stockholders.  In addition, the
Board identifies nominees by first evaluating the current members of the Board
willing to continue in service.  Current members of the Board with
skills and experience that are relevant to our business and who are willing to
continue in service are considered for re-nomination.  If any member
of the Board does not wish to continue in service or if the Board decides not to
re-nominate a member for re-election, the Board then identifies the desired
skills and experience of a new nominee in light of the criteria
above.  Current members of the Board are polled for suggestions as to
individuals meeting the criteria described above.  The Board may also
engage in research to identify qualified individuals.  To date, we
have not engaged third parties to identify or evaluate or assist in identifying
potential nominees, although we reserve the right in the future to retain a
third party search firm, if necessary.  The Board does not typically
consider shareholder nominees because it believes that its current nomination
process is sufficient to identify directors who serve our best
interests.


31





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, 2009, 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)
                                                        
                                                        2009
                                                        
                                                        $
                                                        60,000
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        60,000President,
      CEO
                                                        
                                                        2008
                                                        
                                                        $
                                                        10,000
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        10,000and
      Director
                                                        
                                                        2007
                                                        
                                                        $
                                                        50,000
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        140,000
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        190,000Anthony
      Tam(2)
                                                        
                                                        2009
                                                        
                                                        96,000
                                                        (3)
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        96,000Secretary,
      Treasurer
                                                        
                                                        2008
                                                        
                                                        $
                                                        96,000
                                                        (3)
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        96,000and
      Director
                                                        
                                                        2007
                                                        
                                                        $
                                                        69,000
                                                        (3)
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        140,000
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        Nil
                                                        
                                                        $
                                                        209,000


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 2009 and 2008 and the $69,000 in 2007 was paid as a
      consulting fee and not as salary.





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.


32





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, 2009:




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
                                          ofshares
                                          or units
                                          of stock
                                          thathave
                                          not
                                          vested
                                          (#)
                                        
                                        Market
                                          value of
                                          shares
                                          ofunits
                                          ofstock
                                          that
                                          havenot
                                          vested
                                          ($)
                                        
                                        Equity
                                          incentive
                                          plan
                                          awards:
                                          Number
                                          of
                                          unearned
                                          shares,
                                          units or
                                          other
                                          rights
                                          thathave
                                          notvested
                                          (#)
                                        
                                        Equity
                                          incentive
                                          plan
                                          awards:
                                          Market or
                                          payout
                                          value of
                                          unearned
                                          shares,
                                          unitsor
                                          other
                                          rights
                                          thathave
                                          notvested
                                          ($)(a)
                                        
                                        (b)
                                        
                                        (c)
                                        
                                        (d)
                                        
                                        (e)
                                        
                                        (f)
                                        
                                        (g)
                                        
                                        (h)
                                        
                                        (i)
                                        
                                        (j)Dennis Tan(1)
                                          President,
      CEO and Director
                                        
                                        2,000,000
                                          shares
                                        
                                        
                                        Nil
                                        
                                        
                                        Nil
                                        
                                        $
                                        1.60
                                        
                                        Nov.
      28,
                                          2012
                                        
                                        
                                        Nil
                                        
                                        $
                                        Nil
                                        
                                        
                                        Nil
                                        
                                        $
                                        NilAnthony
      Tam(2)
                                          Secretary,
      Treasurer and Director
                                        
                                        2,000,000
                                          shares
                                        
                                        
                                        Nil
                                        
                                        
                                        Nil
                                        
                                        $
                                        1.60
                                        
                                        Nov.
      28,
                                          2012
                                        
                                        
                                        Nil
                                        
                                        $
                                        Nil
                                        
                                        
                                        Nil
                                        
                                        $
                                        Nil




33





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.





Director
Compensation





The
following table discloses the compensation of the directors of the Company for
the Company’s fiscal year ended December 31, 2009 (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(4)
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  NilEarl
      Abbott(5)
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  
                  Nil
                  
                  
                  Nil


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 was appointed a director of the Company on November 28, 2007 and
      resigned as a director on November 12,
2009.


(4)
            Mr.
      Metcalf was appointed as a director of the Company on November 28, 2007
      and resigned as a director on July 17,
2009.


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


34




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 4,000,000 stock options to the following current
directors:  Dennis Tan – 2,000,000; and Anthony Tam –
2,000,000.  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 April 9, 2010 (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.





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
                                                          
                                                          
                                                          
                                                          18,000,000
                                                          (3)
                                                          
                                                          
                                                          16.7
                                                          %Anthony
      Tam
                                                            701
      Albon Plaza
                                                            2-6
      Granville Road, Tstim
                                                            Sha
      Tsui
                                                            Kowloon,
      Hong Kong
                                                          
                                                          
                                                          Secretary,
      Treasurer and Director
                                                          
                                                          
                                                          
                                                          3,000,000
                                                          (4)
                                                          
                                                          
                                                          2.8
                                                          %Lin
      Dong Hong
                                                            Bayangol
      5 Khoroo 10
                                                            Rhoroolol,
      48A-04
                                                            Ulaanbaatar,
      Mongolia
                                                          
                                                          
                                                          Shareholder
      and former director
                                                          
                                                          
                                                          
                                                          15,000,000
                                                          (5)
                                                          
                                                          
                                                          14.2
                                                          %David
      Lorge
                                                            285
      Sandia Drive
                                                            Fernley,
      NV  89408
                                                          
                                                          
                                                          Vice
      President of Operations
                                                          
                                                          
                                                          
                                                          250,000
                                                          (6)
                                                          
                                                          
                                                          (*)Earl
      Abbott
                                                            8600
      Technology Way,
                                                            Suite
      118, Reno, NV
                                                            89521
                                                          
                                                          
                                                          Director
                                                          
                                                          
                                                          Nil
                                                          
                                                          
                                                          NilDirectors
      and Officers as a group (4 persons)
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          21,250,000
                                                          (7)
                                                          
                                                          
                                                          19.3
                                                          %


35


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
      2,000,000 stock options which have already vested as of the Determination
      Date.


(4)
            This
      figure includes 1,000,000 shares held directly by Anthony Tam and
      2,000,000 stock options which have already vested as of the Determination
      Date.


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


(6)
            This
      figure includes 250,000 stock options which have already vested as of the
      Determination Date.


(7)
            This
      figure includes 17,000,000 shares owned directly by directors and
      executive officers as well as 4,250,000 stock options with have already
      vested as 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, 2009, 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:





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.  For the year ended December 31, 2009, the
Company paid Mr. Dennis Tan $60,000, and the Company has accrued $230,000 to
him.





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, 2009, Mr. Michael Tan had received
$48,000 in consulting fees, and the Company has accrued $184,000 to
him.


36





As at
December 31, 2009, the Company has received shareholder loans in the amount of
$2,109,599 which do not bear interest and have no set terms of repayment other
than being due on demand.





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 one of our three directors that would qualify
as an independent director 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, 2009, and 2008.





Financial
                  Statements for
                  Year Ended
                  December 31
                
                Audit Fees(1)
                
                
                Audit Related
                  Fees(2)
                
                
                Tax Fees(3)
                
                
                All Other Fees(4)2009
                
                12,000
                
                
                21,000
                
                
                Nil
                
                
                Nil2008
                
                $
                12,000
                
                
                $
                21,000
                
                
                $
                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.


37


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).3.4(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(11)
              
              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 Tam99.5(10)
              
              Claim
      filed by Lin Dong Hong against Mongolia Energy Limited on August 20,
      200899.6(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.


38


(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.


(11)
            Previously
      filed as an exhibit to our Form 10-K filed on April, 15, 2009, and
      incorporated herein by
reference.


39


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 15th day of
April, 2010.





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 Tan
              
              President,
      Chief Executive Officer
              
              April
      15, 2010Dennis
      Tan
              
              and
      Director/s/ Anthony Tam
              
              Secretary,
      Treasurer and Director
              
              April
      15, 2010Anthony
      Tam/s/ Earl Abbott
              
              Director
              
              April
      15, 2010Earl
      Abbott


40


EXHIBIT
INDEX





Exhibit
      #
              
              
              Page#31.1
              
              Certificate
      pursuant to Rule 13a-14(a).
              4331.2
              
              Certificate
      pursuant to Rule 13a-14(a).
              4532.1
              
              Certificate
      pursuant to 18 U.S.C. Section 1350.
              4732.2
              
              Certificate
      pursuant to 18 U.S.C. Section 1350.
              48


41