UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A-1
 
 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
 
  ̈
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 or
organization)
(I.R.S. Employer Identification No.)2808 Cowan Circle
89102Las Vegas, Nevada
(Zip Code)(Address of principal executive offices)
  702-425-8662
 (Registrant’s telephone number, including area code)
 
 Securities registered under Section 12 (b) of the Exchange Act:  None
 
 Securities registered under Section 12 (g) of the Exchange Act:  Common stock, $0.00001 par value (the “Common Stock”).
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
  ̈ Yes x No
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
  ̈ Yes x No
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 x Yes  ̈ No
 
 Indicate by check mark 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).
  ̈ Yes  ̈ No
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
  ̈
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer
 ̈
Accelerated filer
 ̈Non-accelerated filer
 ̈ (Do not check if a smaller reporting company)
Smaller reporting company
x
 
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
  ̈ Yes x No
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  61,894,467 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.
  ̈ Yes  ̈ No
 
 (APPLICABLE ONLY TO CORPORATE REGISTRANTS)
 
 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  105,894,467 shares of common stock as of April 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. [Removed and Reserved]

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

26Item 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 two holes in a 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. The Company has limited data on this hole other than the information supplied in the chart below.
 
 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 DRILLING

2008

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

be issued upon exercise

of outstanding options,

warrants and rights


Weighted-average

exercise price of

outstanding options,

warrants and rights


Number of securities remaining

Available for future issuance

under equity compensation

plans (excluding securities

reflected 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 upon

exercise 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.





24




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.





Results of Operation





Fiscal Year Ended December 31, 2009





Stock based compensation: Stock based compensation expenses were $2,053,421 and $9,942,842 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 a 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.





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




25





URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 Consolidated Financial Statements-Consolidated Balance Sheets as of December 31, 2009, and 2008

F-2Consolidated Statements of Operations and Comprehensive (Loss) for the YearsEnded December 31, 2009, 2008 and Cumulative from Inception

F-3Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2009, 2008, and Cumulative from Inception

F-4Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008, and Cumulative from Inception

F-5Notes to Consolidated Financial Statements December 31, 2009, and 2008

F-7
 
 F-1
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 CONSOLIDATED BALANCE SHEETS (NOTE 2)
 AS OF DECEMBER 31, 2009, AND 2008 (NOTE 3) (RESTATED)
 
 2009


2008 (Restated)(Not Audited)


(Not Audited)ASSETCurrent 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, $0.00001 par value; no shares issued and outstanding


-



-Common stock, par value $0.00001 per share, 3,750,000,000 shares authorized; 105,894,467 issued and outstanding in 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 balance sheets.
  F-2
  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, AND
 CUMULATIVE FROM INCEPTION (NOVEMBER 18, 2005)
 THROUGH DECEMBER 31, 2009 (NOTE 3)
 
 CumulativeYears Ended


FromDecember 31,


Inception2009


2008 (Restated)


(Restated)(Not Audited)


(Not Audited)


(Not Audited)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 Shares Outstanding - Basic and Diluted


105,894,467



104,085,915
 
 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 STOCKHOLDERS' EQUITY (NOTE 2)
 FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008, AND CUMULATIVE
 FROM INCEPTION (NOVEMBER 18, 2005) THROUGH DECEMBER 31, 2009 (NOT AUDITED)
 
 (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 statement is
 an integral part of this consolidated statement.
  F-4
 
 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)
 
 CumulativeYears Ended


FromDecember 31,


Inception2009


2008 (Restated)


(Restated)(Not Audited)


(Not Audited)


(Not Audited)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 Income on 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-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, 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 and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase one additional share of common stock of the Company at $2.00 per warrant share until June 5, 2010.
 
 On June 5, 2008, the Company issued 500,000 shares to one individual due to the closing of the Company’s private placement at $1.00 per share for total gross proceeds of $500,000.
 
 The accompanying notes to consolidated financial statements are
 an integral part of these consolidated statements.
  F-6
 
 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-7
 
 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.
 
 F-8
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
 
 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-9
 
 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-10
 
 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.
  F-11
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
 
 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-12
 
 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.
  F-13
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
 
 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-14
 
 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-15
 
 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-16
 
 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


OptionPrice


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.
  F-17
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
 
 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


$
3 31,695Change 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-18
 
 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.
  F-19
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
 
 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;
  F-20
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 ·
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.
 
 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-21
 
 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.
  F-22
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
 
 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.
  F-23
 
 URANIUM 308 CORP. AND SUBSIDIARIES
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER 31, 2009, AND 2008
 
 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.
  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-24




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,

2008

$
10,000


$
Nil


$
Nil


$
Nil


$
Nil


$
Nil


$
Nil


$
10,000CEO and 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,

2008

$
96,000
(3)

$
Nil


$
Nil


$
Nil


$
Nil


$
Nil


$
Nil


$
96,000Treasurer and 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 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

have not

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,

units or

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

$
111

Nil

$
111Anthony Tam(2)

Secretary, Treasurer and Director

2,000,000

shares

Nil

Nil

$
1.60

Nov. 28,

2012

Nil

$
111

Nil

$
111




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.





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.




36




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 11th day of March, 2011.





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

March 11, 2011Dennis Tan

and Director/s/ Anthony Tam

Secretary, Treasurer and Director

March 11, 2011Anthony Tam/s/ Earl Abbott

Director

March 11, 2011Earl 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